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Customer Digital Platform

Hastings Deering Beta Program – Terms of Service

Hastings Deering (Australia) Limited ABN (49 054 094 647) (Hastings Deering) has invited you to participate in the testing of a new platform as detailed below (“Beta Program”). 
Beta Programs are meant for testing and are provided to you on an ‘as is’ or ‘as available’ basis. This means that some features may have bugs, errors or may cause unintended behaviour which Hastings Deering is not responsible for. 
By clicking the acceptance checkbox, executing a written copy of this agreement, installing, copying or otherwise using the Beta Program, you are considered to have read and agree to be bound by these terms (“Terms of Service”). As the user of the Beta Program, you represent and warrant that you have the authority to bind your organisation to these Terms of Service. If you are not willing to be bound by the Terms of Service, do not install, copy or use the Beta Program.

Details:
Beta Program: Hastings Deering’s Customer Digital Platform
Term of Beta Program: 4 months or otherwise advised by Hastings Deering to you
Description: A digital platform providing Customers with visibility of their asset lists, asset details and some financial information including invoices and statements. 

1. Eligibility & Participation
You may participate in a Beta Program use it only upon request and approval by Hastings Deering (Australia) Limited (“us” “Hastings Deering” or “we’), and/ or by invitation from us. Only customers in good standing and not in default of any agreement with Hastings Deering may participate in trialling the Beta Program, subject to these Terms of Service. 

The Terms of Service includes the Hastings Deering Privacy Policy which is incorporated by reference and you agree to the Privacy Policy when you accept the Terms of Service.  

In the event that you are no longer a customer of Hastings Deering, your participation in the Beta Program may be terminated immediately by Hastings Deering without notice.

2. Beta Program
The Beta Program may be a separate, stand-alone service, accessible apart from the currently available Hastings Deering services or may be a feature or functionality for existing Hastings Deering services. By agreeing to and complying with these Terms of Service, we grant you a non-exclusive, revocable, non-transferable, limited license to use the Beta Program.

Hastings Deering hosts and retains physical control over the Beta Program and only makes it available for access and use by you over the Internet through a Web-browser or mobile device. Nothing in these terms obligates Hastings Deering to deliver or make available any copies of computer programs or code to you, whether in object code or source code form. Hastings Deering reserves the right, in its sole discretion, to revoke access and use of the Beta Program at any time. 

3. ‘As is’ or ‘As available’
By accepting these Terms of Service or using the Beta Program, you understand and acknowledge that the Beta Program is provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Program may contain bugs, errors, and other problems. You assume all risks and all costs associated with your use of the Beta Program, including, without limitation, any internet access fees, back-up expenses, costs incurred for the use of your device and peripherals, and any damage to any equipment, software, information or data. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Program. However, Hastings Deering in their sole discretion may elect to provide support or rectify some technical issues which are identified by you through the support function in the Beta Program. 

4. Feedback
The Beta Program is made available to you for the purposes of evaluation, development and feedback without any compensation or reimbursement of any kind from Hastings Deering. You acknowledge the importance of communication between you and Hastings Deering during your use of the Beta Program and agree to receive related correspondence and updates from us.  

As part of using the Beta Program, you will be asked to provide feedback (including via a feedback form or direct contact) regarding your use of the Beta Program. You acknowledge that Hastings Deering owns any feedback you provide, and you hereby assign any and all intellectual property rights in the feedback, and/or any right to apply to protect the intellectual property in such feedback, to Hastings Deering. You further acknowledge that Hastings Deering has unfettered rights to use such feedback including, but not limited to, creating, or make improvements to, the Beta Program or any other Hastings Deering products or services. If we chose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you.

We may monitor how you use the Beta Program and use that information to improve the Beta Program or our other products and services. This monitoring includes usability tracking and user behaviours.

5. Intellectual Property
You acknowledge that we own all legal rights, title and interest in and to the Beta Program (including all intellectual property rights) and any improvements to same whether or not such improvements arise from feedback provided by you. Except for the limited license provided in these Terms of Service, no other rights or permissions to any of the Hastings Deering Services is granted.
 
Nothing in the Terms of Service grants you a right to use any of our or our licensor’s trading names, trademarks, logos, domain names, and other distinctive brand features. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile, reinvent or otherwise attempt to decipher any code in connection with the Beta Program and/or any other aspect of Hastings Deering technology, except as permitted by us.

6. Term and Termination
Either party may terminate these Terms of Service before the end of your participation in the applicable Beta Program for any reason or no reason upon written notice to the other party.  Upon termination, you will cease using the Beta Program immediately. 

These Terms of Service will automatically terminate upon any breach by you of any of its terms. Such breach may also result in the immediate termination of your use of other Hastings Deering beta services, or participation in any other beta programs.

7. Modification and termination
We reserve the right to modify or terminate the Beta Program, or your use of the Beta Program, to limit or deny access to the Beta Program and/or participation in the Beta Program, at any time, in our sole discretion, for any reason, with or without notice and without liability to you. Hastings Deering disclaim any liability or responsibility arising from your use of the Beta Program. You may discontinue your use of the Beta Program at any time. For the avoidance of doubt Hastings Deering will be able to continue to use any feedback provided by you during your use of the Beta Program. 

8. Disclaimer of Warranties
You hereby acknowledge and agree that the Beta Program is provided by Hastings Deering on an “As Is” and “As Available” basis, and your access to, participation and/or use of the Hastings Deering Beta Program, is voluntary and at your sole risk. To the extent permitted by applicable law, Hastings Deering expressly disclaims all warranties and conditions and you receive no warranties and conditions of any kind, whether express or implied, including, but not limited to, those of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement. 

Hastings Deering makes no warranty that any of the Beta Program will meet your requirements and/or that the Beta Program will be uninterrupted, timely or error-free, nor does Hastings Deering make any warranty as to the results that may be obtained from the use of the Beta Program or the accuracy of any other information obtained through the Beta Program. You understand and agree that use of any material and/or data downloaded or otherwise obtained by you is done at your sole risk and that you will be solely responsible for any damage to your computer system and/or loss of data that results from the download of such material and/or data. No information or advice, whether oral or written, obtained by you from Hastings Deering through the Beta Program shall create any warranty not expressly made herein. 

9. Limitation of liability
In no event shall Hastings Deering or its related entities will be liable for any indirect, special, consequential and/or incidental loss, exemplary or other damages related to these terms and/or whether direct or indirect: (i) loss of data, (ii) loss of income, (iii) loss of opportunity, (iv) lost profits, and (v) costs of recovery or any other damages, however caused and based on any theory of liability, and whether or not for breach of contract, tort (including negligence), violation of statute, or otherwise, and whether or not Hastings Deering has been advised of the possibility of such damages. To the extent permitted by applicable law, Hastings Deering’s maximum liability hereunder is limited to A$1.00. 

10. Indemnification
You agree to hold harmless and indemnify Hastings Deering, our related entities and subsidiaries, officers, directors, agents, and employees from and against any claim arising from or in any way related to (i) your breach of the Terms of Service, (ii) your use of the Beta Program, or (iii) your violation of applicable laws, rules or regulations in your use of the Beta Program.

11. Confidentiality
You acknowledge and agree that: (i) the Beta Program is confidential to Hastings Deering (ii) you acknowledge that the successful market launch of commercial versions of the Beta Program requires you to keep all Hastings Deering data and information discussed and/or made available through or contained in Beta Program strictly confidential; (iii) the premature release of any of the confidential information would damage Hastings Deering’s competitive and intellectual property interests; and (iv) any information about the Beta Program must not be shared with anyone other than other authorised users of the Beta Program within your organisation, which may include users in your Hastings Deering account. 

You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, you will maintain the security of the Beta Program provided to you. You will cooperate with and assist Hastings Deering in identifying and preventing any unauthorised use, copying, or disclosure of the Beta Program, if any, or any portion thereof.

12. Privacy
You agree to allow Hastings Deering, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. Hastings Deering may store or share this personal contact information with Hastings Deering employees, agents or authorised contractors in order to communicate with you or to improve Hastings Deering products and services, including the Beta Program. 

Hastings Deering may use, collect, or store information generated from your testing and use of the Hastings Deering products and materials being provided to you under this Terms of Service. Hastings Deering may disclose, share, redistribute, or publish any personal information or data collected by us to third party providers or other suppliers. Each party must comply with Privacy Act 1988 (Cth) including the Australian Privacy Principles (APPs), in so far as it relates to its obligations and rights under this Terms of Service. 

13. Third Party Services & Information
You acknowledge that the Beta Program may include and/or utilise third party services and you agree to accept and be bound by any additional terms that may apply to those services. You hereby consent to the sharing of the information in the Beta Program with these third party services, where applicable, and certify that you have any and all required consents for doing so. Hastings Deering shall not be liable and disclaims any responsibility for your use of any third-party services including but not limited to such services becoming unavailable, and for any inaccurate information provided with the third party services. 

14. Use
You may not rent, lease, distribute, or resell the Beta Program as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Beta Program.

15. General
a. Changes to terms
We reserve the right to make changes to these Terms of Service from time to time and may or may not notify you in such an event. You understand and agree that if you use the Beta Program after the date on which the Terms of Service have changed, we will treat your use as acceptance of the updated terms. 
b. Compliance with Laws
You agree to comply with all applicable laws, in connection with your participation, access to and/or use of the Beta Program.
c. Governing law
This Terms of Service is governed by and construed in accordance with the law of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
d. Survival
Sections 3, 4, 5, 8, 9, 10, 11, 12 and 13, and any other clause which by their nature is intended to survive, will survive the expiration or termination of this Terms of Service.
e. No relationship between the parties
This agreement does not create a partnership, agency relationship, or joint venture between the parties.
f. Entire Agreement
The Terms of Service constitutes the entire agreement between you and Hastings Deering in relation to your use of the Beta Program, and any other agreement that you may have with Hastings Deering will have no effect.

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