Terms

BONDLE TERMS OF SERVICE

  1. APPLICATIONOF TERMS

    1. These BondleTerms of Service (“Terms of Service“”) form part of an agreemententered
      into between Einsights Australia Pty. Ltd. an Australian corporation, having its registered
      office at Level 19, 1 O’Connell Street, NSW – 2000(“Einsights“) and theCustomer
      (as defined below). By checking the “I Accept the BondleTerms of Service” as part of the
      online signup process, submitting a signed written order form, or otherwise accessing and
      using the Services (including by downloading the App), Customer consents to be bound by this
      Agreement.
    2. IF THE INDIVIDUAL ENTERING INTO THE AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, THE INDIVIDUAL REPRESENTS TO EINSIGHTS
      THAT HE OR SHE HAS THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT, AND THAT, BY
      AGREEING TO THIS AGREEMENT ON THAT ENTITY’S BEHALF, THAT ENTITY IS BOUND BY THIS AGREEMENT.
    3. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS OF THE AGREEMENT, THE CUSTOMER IS NOT AUTHORISED
      TO ACCESS AND USE THE SERVICES AND MUST IMMEDIATELY STOP DOING SO.
    4. Currently, all data is stored on Australian servers. As such, we recommend the Servicesto be
      used byCustomers and Users in Australia, should there be a regulatory restrictions on the
      storage of your data. Einsights accepts no liability for use of the Services by Users located
      outside these territories.
  2. DEFINITIONS AND INTERPRETATION

    1. Definitions.
      1. Agreement” means these Terms of Service, the applicable Plan, any Order
        Form, any Documentation and any additional policies or materials available on the
        Website that are specifically incorporated by reference.
      2. App” means the mobile apps, website app and other application software
        made available by Einsights and designed to enable the Customer to access the Services.
      3. Content” means the data, content and information made available to
        the Customer by Einsights (and its licensors) as part of the Services, but excluding
        Customer Data.
      4. Customer” means the person entering into this Agreement as described
        under Section 1(a), and, if Section 1(b) applies, the person (e.g. company) on whose
        behalf that person is acting.
      5. Customer Data” means any data, content and information (including personal
        information) owned, held, used or created by or on behalf of the Customer that is
        transmitted or stored using, or inputted into, the Services.
      6. Documentation” means any supporting or technical documentation (in
        printed or electronic form) provided by Einsights in conjunction with the Services
        and designed to enable the Customer to use the Services, and includes any update
        of that documentation.
      7. Einsights Technology” means all or any part of Einsights’ proprietary
        technology, including the Services, the App, the Website, Content, Documentation,
        and related software (in source and object form), software tools, scripts, parses,
        hardware, algorithms, products, processes, user interfaces, objects, know-how, techniques,
        designs, trade secrets and any related Intellectual Property Rights throughout the
        world (whether owned by Einsights or licensed to Einsights from a third party), and
        also including any derivatives, improvements, enhancements or extensions of any of
        the foregoing.
      8. Fees” means the fees for the Services for the applicable Plan, as set
        out on the Website at www.getbondle.com.
      9. Force Majeure Event” has the meaning given in Section 18(i).
      10. Intellectual Property Rights”mean unpatented inventions, patent applications,
        patents, design rights, copyrights, trademarks, service marks, trade names, domain
        name rights, mask work rights, know-how and other trade secret rights, and all other
        intellectual property rights, derivatives thereof, and forms of protection of a similar
        nature anywhere in the world
      11. Order Form(s)”means a purchase order or other written request by Customer
        for the Services, whether submitted through the online signup process on the Website
        or mutually agreed to in writing by Einsights and Customer, and accepted by Einsights.
      12. Personal Information” means information about an identified individual
        or an individual who is reasonably identifiable.
      13. Plan” means the subscription plan selected by Customer during the online
        sign-up process or specified in an Order Form, and as further detailed on the Website
        at www.getbondle.com;
      14. Services” mean the hosted data integration, aggregation and reporting
        capabilities specified in the Plan selected by the Customer or the applicable Order
        Form, as may be described in more detail on the Website
      15. User” means a personCustomer authorizes to use the Services in accordance
        with Section7(b).
      16. User License” has the meaning given in Section 7(b).
      17. Website” means the internet site at www.getbondle.com],
        or such other site notified to Customer by Einsights.
    2. Interpretation. in this Agreement:
      1. section and other headings are for ease of reference only and do not affect its interpretation;
      2. words in the singular include the plural and vice versa;
      3. a reference to a party includes that party’s permitted assigns;
      4. a reference to a party’s personnel includes that party’s officers,
        employees, contractors and agents, but a reference to Customer’s personnel does not
        include Einsights;
      5. including and similar words do not imply any limit; and
      6. a reference to a statute or laws includes regulations, orders, notices and mandatory codes made under or in connection with
        that statute or law, and all amendments, replacements or other changes to any of
        them.
  3. PURPOSE

    1. Purpose. While the Services have been designed to enable Customer and its
      Users to upload, edit, share and track Customer Data, including to enable Customer and its
      Users to enter into agreements directly with other Bondle users, Einsights is not a provider
      of audit, financial or legal services, or regulated services of any kind. Customer is solely
      responsible for ensuring that Customer meets any statutory or other legal obligations it
      may have and that Customer’s use of the Services will meet its needs, including that any
      agreement entered into complies with any legal formalities for validity and enforcement.
    2. Electronic Assent. Subject to Section 3(a), Customer’s use of the Services includes
      the ability to enter into agreements and make purchases electronically. Customer therefore
      acknowledges that, to the extent permitted at law, electronic assent constitutes formal acceptance
      of the agreement for each electronic purchase or transaction entered into by customer.
  4. TRIAL ACCOUNTS

    1. Restrictions on Use. If Customer is granted a free evaluation or trial account
      for any period of time (“Evaluation Period”), Customer may access and use
      the Services during any such Evaluation Period, subject to the terms of this Agreement, and
      for the limited purpose of evaluating whether Customer wishes to purchase the Services on
      a non-evaluation basis. Customer may not use the Services during the Evaluation Period for
      any other purposes, including but not limited to competitive analysis, benchmarking, commercial,
      professional, or for-profit purposes. Evaluation Periods are offered only on a per Customer
      basis, and shall not be offered or available for multiple Users of a single Customer.
    2. No Fees.No Fees are payable for the right to access and use the Services
      during the Evaluation Period.
    3. As Is Basis. The Services are provided on an as is basis, and,
      despite any other provision in this Agreement, all conditions, warranties, guarantees and
      indemnities in relation to the Services are excluded by Einsights to the maximum extent permitted
      by law.
    4. strong>Duration. Unless otherwise specified by Einsights, Evaluation Periods
      shall expire fourteen (14) days after the date on which the Evaluation Period is activated
      and Customer is granted access to the Services.
    5. Termination. Einsights may terminate any Evaluation Period upon notice to
      Customer at any timewithout liability of any kind.
    6. Use of Services Following Termination or Expiry. Customer’s rights to access
      and use the Servicesfor free will end at the end of the Evaluation Period.Customer must purchase
      rights to access and use the Services under a paid Plan if Customer wishes to access and
      use the Services following termination or expiry of an Evaluation Period.
    7. No Obligation. Nothing in this Agreement requires: i) Customer, on termination
      or expiry of the Evaluation Period, to purchase access and use of the Services or any other
      service provided by Einsights; or ii) Einsights, on termination or expiry of the Evaluation
      Period, to provide Customer with access and use of the Services or any other service, unless
      Customerhas purchased rights to access and use the Services under a paid Plan.
    8. Remaining Terms. Except as varied in this Section 4, this Agreement applies
      to the Customer’s access and use of the Services.
  5. ACCESS RIGHTS AND RESTRICTIONS; ACCEPTABLE USE POLICY

    1. Rightto Access and Use Services. Subject to the terms and conditions of this
      Agreement, Einsights hereby grants Customer a non-exclusive, non-sublicensable, non-transferable,
      worldwide right to use the Services, solely for Customer’s own internal business purposes.
      All rights not expressly granted to Customer are reserved by Einsights and its licensors,
      as applicable.
    2. AccessRestrictions. Customer shall not, and shall not allow any other person
      (including its Users) to:

      1. decompile, disassemble, or otherwise reverse engineer the Einsights Technology, or reconstruct
        or discover any source code, underlying ideas, algorithms, file formats or programming
        interfaces of the Einsights Technology, except to the extent expressly permitted
        at law which cannot be excluded or modified by this Agreement;
      2. distribute, sell, sublicense, transfer, rent, lease or use the Einsights Technology (or
        any portion thereof) for time sharing, hosting, service provider or like purposes,
        except as expressly permitted under this Agreement;
      3. remove any trade marks, product identification, proprietary, copyright or other notices
        contained in or used in connection with the Einsights Technology;
      4. modify any part of the Einsights Technology, create a derivative work of any part of
        the Einsights Technology or incorporate the Einsights Technology into or with other
        software, except to the extent expressly authorized in this Agreement or otherwise
        in writing by Einsights; or
      5. access the Website and the Services via any method other than via standard web browsers.
        Other methods include scraping, deep-linking, harvesting, data mining, use of a robot
        or spider, automation, or any similar data gathering, extraction or monitoring method.
    3. Acceptable Use Policy:This Acceptable Use Policy (“AUP”) is intended to protect
      the Services, employees and customers of Einsights, and the Internet community as a whole,
      from improper, inappropriate, abusive or illegal activity. When using the Services, Customer
      is required to comply with this AUP at all times. Customer acknowledges and agrees that it
      will be responsible for violations of this AUP, including any violation by Customer’s Users.

      1. Customer will not use the EinsightsTechnology or any data or information that is accessed
        or delivered through or derived therefrom to take any action, or assist others in
        taking any action that:

        1. infringes any copyright, trademark, trade secret, patent or other intellectual
          property right;
        2. constitutes a threat made against, or is potentially harmful or harassing to,
          any person or organization;
        3. violates any applicable laws including export control laws or regulations;
        4. is obscene, pornographic, indecent, or defamatory;
        5. constitutes an attempt to deceive or defraud others;
        6. constitutes unauthorized or unsolicited transmission of advertising, junk or
          bulk email, or other form of unauthorized solicitation or spam;
        7. sends or stores material containing software viruses, worms, Trojan horses or
          other harmful computer code files, scripts, agents or programs; or
        8. interferes with or disrupts the integrity, security or performance of the Services
          or data contained therein.
      2. Customer must not, and must not permit any other person to, place an unreasonable burden
        on, or transmit an unreasonably large volume of Customer Data using, the Services.
      3. Customer must perform any obligations (including contractual obligations) that it owes
        to any other Bondle user in connection with Customer’s use of the Services.
      4. Einsights reserves the right to immediately deny access to the Services and/or terminate
        this Agreement in the event Customer violates any of the restrictions or policies
        set forth in this Section 5.
      5. Einsights reserves the right tocooperate with appropriate law enforcement and other governmental
        agencies and other parties involved in investigating claims of illegal or inappropriate
        activity, and shall have no liability to Customer or any third party for any actions
        taken in connection with such cooperation.
      6. Customer and its Users must provide reasonable assistance to Einsights and appropriate
        law enforcement and other governmental agencies and other parties in any such investigations
        as needed.
    4. Additional Restrictions. Customer may not access the Services for purposes of
      monitoring the Services’availability, performance or functionality, or for any other
      benchmarking or competitive purpose. Customer may not publicly disseminate performance information
      or analysis (including, without limitation, benchmarks) unless Einsights provides prior written
      consent. Direct competitors of Einsights may only access or use the Services upon the prior
      written consent of Einsights.
    5. Users. Customer must ensure that its personnel, including Users, are aware of
      and comply with obligations equivalent to the obligations of the Customer under this Agreement.
      A breach of those obligations by the Customer’s personnel or its Users is deemed to
      be a breach of this Agreement by the Customer.
  6. APPS

    1. Customer acknowledges that the installation, access and use of the App is:
      1. in the case of an iOS App (i.e. an App for use with iPhones, iPads and other Apple devices)
        made available via the Apple App Store:

        1. licensed to the App user on the terms set out in Apple’s standard licensed
          application end user licence agreement (available at http://www.apple.com/legal/internet-services/itunes/us/terms.html);
        2. despite anything else in this Agreement, limited as set out in the usage rules
          in Apple’s App Store Terms of Service (available at http://www.apple.com/legal/internet-services/itunes/us/terms.html);
          and
        3. governed by an agreement (as above) concluded between Einsights and the App user
          only, and not with Apple; and
      2. in the case of an App for Android devices made available via Google Play, additionally
        subject to the Google Play Terms of Service (available at https://www.google.com/mobile/android/market-tos.html).
    2. Einsights, not Apple or Google, is solely responsible for the App and the content of the
      App, and for addressing any claims by the App user or any third party relating to the
      App or the App user’s possession and/or use of the App, including, but not limited
      to:

      1. product liability claims;
      2. any claim that the App fails to conform to any applicable legal or regulatory requirement;
      3. claims arising under consumer protection or similar legislation; and
      4. investigation, defence, settlement and discharge of any third party claim that the
        App or the App user’s possession and use of the App infringes that third
        party’s Intellectual Property Rights.
    3. Questions, complaints or claims with respect to the App should be directed to:
      Einsights Pte Ltd

      Level 19, 1 O’ Connell Street, NSW – 2000

      hello@getbondle.com

  7. SERVICES

    1. General. Einsights shall provide only those Services that are set out in
      the applicable Plan or Order Form. Unless amended in accordance with this Agreement,
      modification or customization of the Services for Customer is not contemplated by this
      Agreement. The Services are provided to Customer on a non-exclusive basis. Nothing in
      this Agreement prevents Einsights from providing services the same as or similar to the
      Services to any other person.
    2. User Licenses.Customer may request that any member of its personnel be an
      authorized user of the Services, provided Customer complies with any User Licence restrictions
      set out in the applicable Plan. Einsights will grant Customer access to the Services
      by providing Customer’s User(s) with the requisite log-in credentials and passwords
      (“User Licenses”).Customer must provide Einsights with any
      requested User information. Once Einsights has provided that person with a User Licence,
      that person is authorized to access and use the Services in accordance with this Agreement.For
      each such User License, one User shall be granted access to the Services, and User Licenses
      may not be shared or used by more than one unique User.
    3. Upgrade of Plans. Customer may request an upgrade of its Plan by completing
      the online process on the Website or submitting a subsequent Order Form. On acceptance
      by Einsights, the new Plan will be deemed to be the Plan under this Agreement. The fees
      for the new Plan will be the then current fees set out on the Website at [insert url]
      and deemed to be the Fees under this Agreement. The new Plan will take effect as soon
      as practical following Einsights’ acceptance of the request.
    4. Einsights will use reasonable efforts to ensure the Services are available on a 24/7 basis.
      However, it is possible that on occasion the Services may be unavailable to permit maintenance
      or other development activity to take place, or in the event of a Force Majeure Event.
      Einsights will use reasonable efforts to notify Customer in advance of details of any
      planned unavailability.
    5. Third party features and sites.
      1. Through the use of web services and APIs, the Services interoperate with a range
        of third party service features. Einsights does not make any warranty or representation
        on the availability of those features. Without limiting the previous sentence,
        if a third party feature provider ceases to provide that feature or ceases to
        make that feature available on reasonable terms, Einsights may cease to make
        available that feature to Customer. To avoid doubt, if Einsights exercises its
        right to cease the availability of a third party feature, Customer is not entitled
        to any refund, discount or other compensation.
      2. Customer acknowledges that the Services may link to third party websites or feeds
        that are connected or relevant to the Services. Any link from the Services does
        not imply on the part of Einsights any endorsement, approval or recommendation
        of, or responsibility for, those websites or feeds or their content or operators.
        To the maximum extent permitted by law, Einsights excludes all responsibility
        or liability for those websites or feeds.
  8. CUSTOMER RESPONSIBILITIES

    1. Customer Warranty. Customer represents and warrants that (i) it has the
      full corporate right, power and authority to enter into this Agreement, (ii) the execution
      of this Agreement and the performance of its obligations and duties hereunder do not
      and will not violate any agreement to which it is a party or by which it is bound, and
      (iii) Customer has not falsely identified itself, nor provided any false information
      to gain access to the Services.
    2. Compliance with Law. In connection with the subject matter of this Agreement,
      Customer agrees to comply with all applicable local, state, federal, and, as applicable
      to Customer, foreign laws, treaties and regulations.
    3. Passwords; Account Activities.Upon registration, Customer will create one
      or more passwords and/or log-in credentials in order to access the Services, and it shall
      be Customer’s responsibility to keep all such passwords and/or log-in credentials
      protected and confidential. Customer is solely responsible and liable for any and all
      activities, whether authorized by Customer or not, that occur under Customer’s
      User accounts, including activities resulting from any failure by Customer to maintain
      the confidentiality of such passwords and/or log-in credentials.
    4. Notification. shall (i) notify Einsights immediately of any unauthorized
      use of any password, User account or any other known or suspected breach of security,
      and (ii) use reasonable efforts to immediately stop any unauthorized copying or distribution
      of Einsights Technology that is known or suspected by Customer or Customer’s Users.
    5. Third party data feed.
      1. The Services may enable data feeds to be obtained from certain third party services.
        Einsights may require Customer’s login and password access for those third
        party services for this purpose.
      2. Customer:
        1. must ensure that Customer is entitled to provide Einsights with the rights
          and permissions set out in this Section 8, without any fees being payable
          by Einsights;
        2. authorizes Einsights to access Customer’s account with the third party
          service using the information provided by Customer, and to access and
          retrieve any data or information held in Customer’s account on
          an ongoing basis, unless and until Customer disables the data feed;
        3. acknowledges that Einsights will be unable to access Customer’s account
          or obtain the data feed unless Customer’s login and password information
          is complete, accurate and current;
        4. may disable data feed on giving Einsights reasonable notice or via any process
          provided by the relevant third party service provider; and
        5. acknowledges that in accessing and retrieving information from third party
          services under this Section 8, Einsights is acting as Customer’s
          agent and not as the agent of any third party service provider.
    6. Interactions with other Bondle users.
      1. Customer acknowledges that any interaction between Customer and any other Bondle
        user, including any contractual relationship entered into using the Services,
        is a matter directly between Customer and that other user. Einsights is not a
        party to that interaction or that contractual relationship. Einsights does not
        undertake to monitor or verify in any way Bondle users or customer data transmitted
        or stored using or inputted into the Services, including to verify the accuracy
        or suitability of any customer data, or the suitability of any person for any
        purpose.
      2. Customer must use all reasonable attempts to resolve disputes with any other Bondle
        user directly with that other user.
  9. CUSTOMER DATA

    1. Customer Data. Einsights does not own and shall not be responsible for Customer
      Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality,
      reliability, appropriateness, and intellectual property ownership or right to use all
      Customer Data. Einsights shall not be responsible or liable for the usage of Customer
      Data in relating to the delivery of Services under this Agreement, and Einsights reserves
      the right to update or revise its general policies and procedures related to handling
      of Customer Data under this Agreement.
    2. Personal Information.Customer acknowledges and agrees that to the extent
      Customer Data contains Personal Information, in collecting, using, holding and processing
      that information through the Services, Einsights is acting as Customer’s agent
      for the purposes of applicable privacy laws. Customer must obtain all necessary consents
      from the relevant individual to enable Einsights to collect, use, hold and process that
      information in accordance with this Agreement.
    3. Customer acknowledges that Einsights may require access to the Customer Data to exercise
      its rights and perform its obligations under this Agreement, and that (subject to Section13)
      Einsights may authorise a member or members of its personnel to access the Customer Data
      for this purpose. Customer must arrange all consent and approvals that are necessary
      for Einsights to access the Customer Data as described in this Section 9(a).
    4. Back-ups.Einsights takes standard industry measures to back up all Customer
      data stored using the Services, but Customer must keep separate back-up copies of all
      Customer Data uploaded by Customer into the Services.
    5. StorageCustomer acknowledges and agrees that Einsights may store Customer
      Data (including any Personal Information) in a selected location as follows:

      1. Where Einsights offers Customer a choice of location, Einsights will store Customer
        Data in the selected location.
      2. Where Section 9(e)(i) does not apply, Einsights will store Customer Data in a location
        automatically selected by Einsights based on Customer’s stated location.
        Einsights currently stores Customer Data in secure servers of its trusted service
        providers in Australia.
    6. WhileEinsights takes reasonable steps to ensure that any Personal Information transferred
      to a location outside Customer’s stated location is given a comparable level of
      legal protection to that in the Customer’s stated location,Customer must ensure
      that its use of the Services (including the transfer of any Personal Information internationally
      or domestically) complies with all privacy laws applicable to Customer’s location
      and operations.
    7. Third Party Service Providers.Einsights relies on third party service providers
      (including Amazon Web Services in Australia) who may store Personal Information in different
      locations. Those third party service providers collect, use, disclose and protect data
      (including Personal Information) in accordance with the terms of their own data protection
      and privacy policies. Customer acknowledges and agrees that it must review any such third
      party’s data protection and privacy policy and satisfy itself that those policies
      meet Customer’s requirements. Amazon Web Services’ data protection and privacy
      policies can be located at https://aws.amazon.com/compliance/.
  10. COOKIES AND MONITORING USAGE

    1. Einsights collects technical information whenever Bondle users use the Website or the Services,
      including information about the way users use and interact with the Website and the Services
      and metadata connected with Customer Data. Einsights uses industry standard tracking
      technologies to collect this information including cookies and other means. Cookies are
      alphanumeric identifiers that are transferred to the user’s computer hard drive
      to enable Einsights’ systems to recognise the user’s browser. Users can disable
      cookies (and other means) by changing the settings on the user’s browser. However,
      on disabling cookies (or other means), the user may not be able to use all of the functions
      of the Website and the Services.
    2. Einsights uses the technical information it collects to have a better understanding of the
      way users use the Website and Services, and to monitor, maintain and improve the Website
      and Services.
  11. OWNERSHIP

    1. Einsights Property. Except for the rights expressly granted in this Agreement,
      Einsights (and its suppliers or licensors, where applicable) does not transfer to Customer
      any Einsights Technology, and all right, title and interest, including without limitation,
      all patents, copyright, trademark, trade secret and other intellectual property rights,
      in and to Einsights Technology (or any underlying technology or content) is and will
      remain solely with Einsights. Customer acknowledges that it is obtaining only limited
      rights of access to the Services in accordance with this Agreement and that irrespective
      of any use of the words “purchase”, “sale”, or like terms hereunder,
      no ownership rights are being conveyed to Customer under this Agreement or otherwise.
      The Einsights name, logo, Bondle and product names associated with the Services are trademarks
      of Einsights or its affiliates, and no right or license is granted to Customer to use
      the foregoing.
    2. In the event Customer elects, in connection with the Einsights Technology, to communicate
      to Einsights suggestions for improvement, ideas, enhancement requests, feedback, recommendations
      (“Feedback”), Einsights shall own all right, title and interest
      in and to the same, and Einsights shall be entitled to use the Feedback without restriction.
      Customer hereby irrevocably assigns all right, title and interest in and to the Feedback
      to Einsights and agrees to provide Einsights such assistance as Einsights may require
      to document, perfect and maintain Einsights’ rights to the Feedback.
    3. Customer Property. Except for the rights expressly granted in this Agreement,
      Customer does not transfer any right, title and interest in and to Customer Data to Einsights,
      and ownership of all of the same is and shall remain solely with Customer.
    4. Statistical Information. Customer hereby acknowledges and agrees that Einsights
      may monitor Customer’s use of the Services in order to (i) compile statistical
      and performance information related to the provision and operation of the Services and
      (ii) perform data aggregation of Customer Data to form anonymous statistical data sets
      or analyses (“Statistical Information”). Notwithstanding
      anything else in this Agreement or otherwise, Customer expressly grants Einsights the
      right to use Statistical Information or make Statistical Information publicly available
      (including for sales and marketing purposes), provided that any such Statistical Information
      does not incorporate any identifiable Customer Data or otherwise disclose any Confidential
      Information belonging to Customer. Einsights shall retain all right, title and interest,
      including but not limited to any applicable intellectual property rights, in Statistical
      Information.
  12. FEES AND BILLING

    1. In consideration for the provision of Services to Customer, Customer mustpay all Fees due
      as set forth in the applicable Plan, without set-off or deduction of any kind. Unless
      otherwise agreed to by Einsights, all Fees will be billed and paid in [US dollars (USD)].
      Fees are exclusive of all applicable taxes, which may be billed to the Customer in addition
      to the Fees. Customer shall be responsible for all taxes, withholdings, duties and levies
      arising with the Services other than taxes based on Einsights’ net income. Unless
      otherwise specified in this Agreement, all Fees are non-cancellable and all amounts paid
      are non-refundable. Einsights reserves the right to modify the Fees or introduce new
      charges at any time, upon no less than thirty (30) days prior notice to Customer as required
      by Section 12(b) below. For the avoidance of doubt, all pricing terms are considered
      Confidential Information and shall be subject to the terms of Section 13.
    2. Unless otherwise specified in an applicable Plan or Order Form, Einsights will invoice Customer
      for the applicable Fees per month, in advance of the provision of the Services, and payment
      of such Fees will be due immediately upon invoice. Late payments hereunder shall be subject
      to a penalty of 1.5% per month (or the maximum rate permitted by law, whichever is lower)
      on all delinquent amounts. If Einsights must initiate a collections process to recover
      Fees due and payable hereunder, Customer shall be responsible for all costs associated
      with such collection efforts.
    3. Billing Information. Customer must provide Einsights with all required billing
      information as a condition to signing up for the Services. This information shall include:
      (i) a valid credit card or approved purchase order information, (ii) Customer’s
      registered name, (iii) Customer’s billing address, and (iv) Customer’s authorized
      billing contact, including the name, telephone number and email address of such contact.
      Customer is responsible for keeping all billing information and other account information
      complete and up-to-date. If the billing information is incomplete, false or fraudulent,
      Einsights reserves the right to terminate access to the Services immediately on notice.
  13. CONFIDENTIAL INFORMATION

    1. Treatment of Confidential Information. Each party acknowledges that it will
      have access to certain information of the other party concerning the other party’s business,
      business plans, customers, strategies, trade secrets, technology and any Intellectual
      Property related thereto, finances, assets, products and contracts, including the terms
      and conditions of this Agreement, and that all such information shall be deemed confidential,
      provided that it is identified as confidential at the time of disclosure or should be
      reasonably known by the receiving party to be confidential due to the nature of the information
      disclosed and the circumstances surrounding the disclosure (“ConfidentialInformation”).
      For the avoidance of doubt, any Einsights Technology, Documentation or technical information
      provided by Einsights, and performance information relating to the Services shall be
      deemed Confidential Information of Einsights without any marking or further designation.
      Each party agrees that it will not use in any way, for its own account or the account
      of any third party, except as expressly permitted by this Agreement, nor disclose to
      any third party (except as required by law or to that party’s attorneys, accountants
      and other advisors, and (in the case of Einsights) members of its personnel, as reasonably
      necessary to carry out the purposes of this Agreement), any of the other party’s Confidential
      Information and will take reasonable precautions to protect the confidentiality of such
      information.
    2. The receiving party’s nondisclosure obligation shall not apply to information which the receiving
      party can document: (i) was rightfully in its possession or known to it prior to receipt
      of the Confidential Information; (b) is or has become public knowledge through no fault
      of the receiving party; (c) is rightfully obtained by the receiving party from a third
      party without restriction and without breach of any confidentiality obligation; (d) is
      independently developed by employees of the receiving party; or (e) is required to be
      disclosed pursuant to a regulation, law or court order (but only to the minimum extent
      required to comply with such regulation or order and with advance notice to the disclosing
      party).
    3. The receiving party acknowledges that disclosure of Confidential Information would cause
      substantial harm for which damages alone would not be a sufficient remedy, and therefore
      that upon any such disclosure by the receiving party the disclosing party shall be entitled
      to appropriate equitable relief in addition to whatever other remedies it might have
      at law.
  14. WARRANTY; LIMITATION OF LIABILITY

    1. Warranty. Einsights warrants that the Services will conform in all material
      respects with theirdescription and that the Services will be provided in a professional
      and workmanlike manner, consistent with applicable industry standards.
    2. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
      SERVICES AND ANY DATA AND INFORMATION THAT ARE ACCESSED OR DELIVERED THROUGH OR DERIVED
      THEREFROM ARE PROVIDED “AS IS”, AND EINSIGHTS SHALL HAVE NO LIABILITY FOR
      ANY ERRORS OR OMISSIONS THEREIN OR ANY OTHER ASPECTS THEREOF. EINSIGHTS (AND ITS LICENSORS,
      WHERE APPLICABLE) MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY,
      TIMELINESS, QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. NOR DOES
      EINSIGHTS (AND ITS LICENSORS, WHERE APPLICABLE) REPRESENT OR WARRANT THAT USE OF THE
      SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE OR OPERATE IN COMIBINATION
      WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA.EINSIGHTS (AND ITS LICENSORS, WHERE APPLICABLE) HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS
      AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO
      THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
    3. Internet Services Disclaimer. THESERVICES MAY BE SUBJECT TO LIMITATIONS,
      DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
      EINSIGHTS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING
      FROM SUCH PROBLEMS.
    4. Remedy for Breach of Warranty. Einsights’ sole liability and Customer’s
      exclusive remedy for any breach of warranty shall be, in Einsights’ sole discretion,
      to use commercially reasonable efforts to provide Customer with an error-correction or
      work-around that corrects the breach. In the event an error-correction or work-around
      is not available, the parties may terminate this Agreement and Einsights shall refund
      any sums prepaid for the unused term, if any.
    5. LIMITATION OF LIABILITY. IN NO EVENT WILL EINSIGHTS OR ITS OFFICERS, DIRECTORS,
      EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR ANY INCIDENTAL,
      INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF USE,
      LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA OR LOSS OF PROFITS, EVEN IF EINSIGHTS
      HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF
      EINSIGHTS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS IN CONNECTION WITH
      THIS AGREEMENT EXCEED THE AMOUNTS PAID HEREUNDER BY CUSTOMER TO EINSIGHTS IN THE TWELVE
      (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING
      LIMITATIONS SHALL APPLY TO ALL CLAIMS, WHETHER ARISING FROM BREACH OF WARRANTY, BREACH
      OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, AND NOTWITHSTANDING
      THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    6. Other territories. Einsights makes no representation or warranty that the
      Services are appropriate or available for use in all countries or that the Content satisfies
      the laws of all countries. Customer is responsible for ensuring that its access and use
      of the Services is not illegal or prohibited, and for Customer’s compliance with
      applicable local laws.
  15. INDEMNIFICATION

    1. By Customer. Customer agrees to indemnify, defend, and hold Einsights, its
      affiliates, and all respective employees, officers, directors and representatives, harmless
      from and against any all claims, losses, damages, liabilities, judgments, penalties,
      fines, costs and expenses (including reasonable attorneys’ fees) arising out of
      or in connection with (i) Customer’s use of the Einsights Technology (A) in a manner
      not authorized by the Agreement, (B) in violation of the applicable restrictions, or
      (C) in violation of applicable law; (ii) any claim that Customer Data infringes or misappropriates
      any third-party rights (including intellectual property rights), violates a third-party’s
      right of privacy or publicity or is defamatory, obscene, harassing, threatening, potentially
      harmful, otherwise objectionable, incorrect, misleading or unlawful in any way; and (iii)
      Customer’s or User’snegligence or willful misconduct.
    2. By Einsights. Einsights agrees to indemnify, defend, and hold Customer,
      its affiliates, and all respective employees, officers, directors and representatives,
      harmless from and against any all claims, losses, damages, liabilities, judgments, penalties,
      fines, costs and expenses (including reasonable attorneys’ fees) arising out of
      or in connection with any claim by a third party alleging that Einsights Technology,
      as provided by Einsights, infringes any intellectual property right. The foregoing notwithstanding,
      Einsights shall have no liability and no obligation to indemnify Customer if a claim
      (a) pertains to any part of the Einsights Technology that has been altered or modified
      by Customer without Einsights prior written approval or (b) is based on use of the Einsights
      Technology in combination with any item or technology not provided or otherwise authorized
      by Einsights, and there would be no basis for the claim but for the combination, or (c)
      arises as a result of the Customer’s breach of the Agreement.
    3. Indemnification Procedures. Each party’s indemnification obligations
      hereunder shall be subject to (i) the indemnifying party receiving prompt written notice
      of the existence of any covered claim named in this Section 15, (ii) receiving full cooperation
      from the indemnified party in the defense and settlement of such claim, and (iii) allowing
      the indemnifying party to assume sole control, defense, and settlement of such covered
      claim. The indemnifying party shall not, without the prior written consent of the indemnified
      party, settle or compromise any covered claim, or consent to the entry of judgment of
      a covered claim against the indemnified party unless the indemnified party is unconditionally
      released.
  16. EXPORT COMPLIANCE

    1. Export Compliance. Customer is solely responsible for complying with all
      applicable export laws and regulations in its use of the Services. No part of the Services
      may be downloaded or otherwise exported or re-exported (i) into any country for which
      the United States has a trade embargo, (ii) to anyone on the U.S. Treasure Department’s
      list of Specially Designated Nationals, which is currently maintained at http://www.treasury.gov/resource-Centre/sanctions/SND-List/Pages/default.aspx,
      or the U.S. Commerce Department’s Denied Persons List, which is currently maintained
      at http://www.bis.doc.gov/dpl/thedeniallist.asp,
      or (iii) to any known end-user or for an known end-use related to the proliferation of
      nuclear, chemical or biological weapons or missiles, without first obtaining any export
      license or other approval that may be required by any American government agency having
      jurisdiction with respect to the transaction. Any diversion of the Services contrary
      to U.S. law is expressly prohibited.
    2. US Government:If Einsights provides the Services to the US, and Customer
      is acquiring the Services by or on behalf of the US Government or as a US Government
      prime contractor or subcontractor (at any tier), the US Government’s rights in
      relation to the Services and the other Einsights Technology are as set out in this Agreement
      and all other terms are expressly excluded. If Einsights does not provide the Services
      to the US, or the Services, the other Einsights Technology or this Agreement do not meet
      any requirements, or satisfy any needs, of the US Government, including any under the
      Federal Acquisition Regulation or the Defense Federal Acquisition Regulation Supplement,
      Customer is not authorised to access and use the Services and must immediately stop doing
      so.
  17. TERM AND TERMINATION

    1. This Agreement shall commence on the date Customer sets up an account and continues for successive
      periods of the subscription term set out in the applicable Plan (or if no term is set
      out, successive periods of one month), unless either party provides notice of termination
      at least thirty (30) days prior to the then-current term’s expiration date, with
      such notice to be effective at the end of the then-current term.
    2. Termination of Agreement
      1. Breach. Unless otherwise stated, either party may terminate this Agreement
        if the other party breaches any material term or condition of this Agreement
        and fails to cure such breach within thirty (30) days after receipt of written
        notice of the same, or the breach is incapable of remedy. Customer’s failure
        to timely pay all applicable Fees as they become due shall constitute a material
        breach of this Agreement. On termination by Einsights for Customer’s breach
        of the Agreement, all outstanding invoices, as well as the remainder of all Fees
        for the remaining term of the Agreement will be immediately due and payable upon
        the termination date as liquidated damages, and not as a penalty (“Liquidated Fees”).
        Customer agrees that Einsights may charge such Liquidated Fees to Customer’s
        credit card or otherwise bill Customer for such Liquidated Fees.
      2. Nonpayment by Customer. In addition to its rights under Section 17(b)(i),
        Einsights may suspend all Services to Customer if Customer is in default of anypayment
        obligations. Einsights will provide seventy-two (72) hour notice of its intent
        to suspend Services under this provision. Customer will be charged for the Services
        during any period of suspension. Einsights reserves the right to impose a reactivationfee
        in the event Customer is suspended and thereafter reactivated after curing the
        delinquency or breach.
      3. Upon Bankruptcy. Either party may terminate this Agreement if the other party
        (i) ceases operation without a successor, or (ii) seeks protection under any
        bankruptcy, receivership, trust deed, creditors’ arrangement, composition
        or comparable proceeding, or if any such proceeding is instituted against such
        party.
      4. Effect of Termination. Upon expiration or termination of this Agreement,
        Einsights will cease providing the Services and Customer’s rights under
        this Agreement shall automatically expire. Customer shall incur no further payment
        obligations under this Agreement other than any amounts outstanding as of the
        date of expiration or termination, provided that any Fees paid in advance are
        non-refundable except to the extent required by law. Customer shall immediately
        return, if instructed by Einsights, or destroy all Einsights’ Confidential
        Information that is in Customer’s possession. Neither party shall have
        any liability to the other or to any third party for the proper suspension or
        termination of the Agreement, as determined by the terms contained herein.
      5. Customer Data Removal; Data Retention Policies. At any time prior to [one month]
        after termination of the Services, Customer may download a copy of any Customer
        Data stored using the Services. Einsights does not warrant that the format of
        the Customer Data will be compatible with any particular software. It is Customer’s
        obligation to remove all data from Einsights’ servers, networks and systems
        on or prior to the expiry of the [one month] period following termination.
        Customer also agrees and acknowledges that Einsights shall have no obligation
        to continue to store, and may therefore irretrievably delete, Customer Data following
        deletion of Customer Data by Customer and/or on expiry of the [one month]
        period following termination of the Services.
    3. Survival parties’ respective representations, warranties and covenants,
      together with obligations of payment, indemnification, limitations of liability and
      any other terms contained herein which by their nature should survive, will survive
      the expiration, termination or rescission of this Agreement and continue in full
      force and effect. The parties’ respective obligations of confidentiality will
      survive the expiration, termination or rescission of this Agreement.
  18. MISCELLANEOUS PROVISIONS

    1. Modification. Customer agrees that Einsights may update or revise this
      Agreement, including without limitation, these Terms of Service, at any time by posting
      a revised version at www.Einsights.com. The revised Agreement shall be effective
      ninety (90) days after posting. By continuing to use or receive the Services after
      the effective date of any revisions to this Agreement, Customer agrees to be bound
      by the updated Agreement. If Customer disagrees with any modification to this Agreement,
      Customer’s sole and exclusive remedy shall be to terminate the receipt of Services
      in accordance with Section 17 above.
    2. To Einsights: Any required notice to Einsights may be delivered personally,
      by nationally recognized overnight courier or mailed by registered or certified mail,
      return receipt requested, postage prepaid to the following address: 369 Pine Street,
      Suite 103, San Francisco, CA – 94104. Such notice shall be deemed given when
      received by Einsights. To Customer: Einsights may give notice to Customer
      by means of (a) a general notice on the Website or other applicable site or log-in
      page as directed by Einsights, or (b) an electronic mail to the e-mail address on
      record in Einsights’ Customer account information. Any notice sent by electronic
      mail shall be deemed received 1 hour after sending, provided the sender does not
      receive any notice of failure or non-delivery, and further provided that any receipt
      of such notice after 5pm on a business day, or on a non-business day, in the location
      of the recipient,is deemed received on the next business day. Any notice sent by
      mail within the same country is deemed received 3 business days (in the location
      of the recipient) after posting, or 10 business days (in the location of the recipient)
      in other cases.
    3. Customer agrees that during the term of this Agreement, Einsights may publicly refer
      to Customer, orally and in writing (including but not limited to marketing collaterals
      and / or online material), as a customer of Einsights. Any other reference to Customer
      by Einsights requires the written consent of Customer.
    4. Governing Law; Jurisdiction. This Agreement shall be governed by and
      construed under the laws of the State of New South Wales, Australia, without regard
      to its choice of law principles and specifically excluding from application to this
      Agreement the United Nations Convention on the International Sale of Goods.The parties
      submit to the non-exclusive jurisdiction of the state and federal courts of New South
      Wales, Australia in relation to any dispute connected with this Agreement or the
      Services.
    5. Severability. In the event any provision of this Agreement is held by
      a tribunal of competent jurisdiction to be contrary to law, invalid, or unenforceable,
      then such provision(s) shall be construed, as nearly as possible, to reflect the
      intentions of the invalid or unenforceable provisions, with all other provisions
      remaining in full force and effect.
    6. Relationship of Parties. Einsights and Customer are independent contractors
      and this Agreement will not establish as relationship of partnership, joint venture,
      employment, franchise or agency between Einsights and Customer.
    7. Unless otherwise specified in this Agreement, the failure or delay of either Einsights
      or Customer to enforce any right or provision in this Agreement shall not constitute
      a waiver of such right or provision unless acknowledged and agreed to in a writing
      signed by the waiving party.
    8. Neither party may assign its rights or delegate its duties under this Agreement, either
      in whole or in part, without the prior written consent of the other party, except
      either party may assign this Agreement without consent to an affiliate or a party
      that acquires substantially all of the assigning party’s assets or business
      or a majority of its stock as part of a corporate merger or acquisition. Any attempted
      assignment or delegation without such consent will be void. This Agreement will bind
      and inure to the benefit of each party’s successors and permitted assigns.
    9. Force Majeure. Except for Customer’s payment obligations, neither
      Einsights nor Customer will be liable for any failure or delay in its performance
      under this Agreement due to any cause beyond its reasonable control, including, but
      not limited to, acts of war, acts of God, earthquake, flood, embargo, riot, sabotage,
      labor shortage or dispute, governmental act or failure of the Internet (each a “Force Majeure Event”),
      provided that the delayed party: (a) gives the other party prompt notice of such
      cause, and (b) uses its reasonable commercial efforts to promptly correct such failure
      or delay in performance.
    10. Entire Agreement. This Agreement constitutes the entire agreement between
      the parties with respect to the subject matter hereof, and supersedes all of the
      prior or contemporaneous negotiations, discussions or agreements, whether written
      or oral, between the parties regarding the subject matter contained herein.