Terms of Service

This End-User Licence Agreement is a legal agreement between you (you or the Licensee) and Navexa Services Pty Ltd (ACN 639 386 539) (we/us or the Licensor). Please read this agreement carefully because it governs your use of the Software and Support and Maintenance for the Software. If you are agreeing to this agreement not as an individual but on behalf of a company, government or other entity for which you are acting, then you means the entity and you are binding the entity to this agreement. We may modify this agreement from time to time, subject to clause 16.

As part of this agreement, your use of the Software is also subject to our Privacy Policy (found at https://www.navexa.com/privacy) which is incorporated by reference into this agreement, provided that, if any provision thereof conflicts with any provision of this agreement, this agreement will prevail.

By clicking "I agree" (or similar button or checkbox) or by ordering, downloading, installing, accessing or using the Software, you indicate that you are of sufficient legal age in your jurisdiction or residence to use or access the Software and to enter into this agreement and you agree to be bound by this agreement. If you do not agree to this agreement, do not use or access the Software. This agreement does not grant you any other rights other than those expressly contained herein.

1. Definitions and Interpretation

Definitions

1.1 The following definitions apply in this agreement unless the context requires otherwise:

• Authorised Users means the specific individuals whom you designate to use the Software.
• Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Melbourne, Victoria are open for business.
• Claim means any claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse (whether in contract, tort, under statute or otherwise).
• Commencement Date means the date on which the Software was first made available to you.
• Confidential Information means all information disclosed by one party to the other in connection with this agreement where such information is identified as confidential or ought reasonably be considered confidential based on its content or nature.
• Documentation means all information relating to the Software including manuals, notes, user guides, specifications, data, and reports.
• IP Rights means patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in designs, rights in computer software, database rights, rights in confidential information and any other intellectual property rights.
• Licence means the licence to use the Software and Documentation provided by us to you pursuant to clause 2.
• Losses means any loss, damage, debt, cost, charge, expense, fine, outgoing, penalty, diminution in value, deficiency or other liability of any kind.
• Output Data means the data produced by the Software which uses, incorporates, analyses, combines, deconstructs and/or reorders any User Data.
• Software means the "Navexa" software platform that provides investment portfolio tracking tools through a web-based interface, including the Documentation and all updates and upgrades.
• User Data means any data, content, code, video, images or other materials of any type that you submit, upload, transmit or otherwise make available to or through the Software.
• Website means our website located at https://www.navexa.com and pages within that domain.

1.2 In this agreement, headings are for convenience only; a reference to a document includes that document as amended; expressions importing a natural person include any individual, corporation or other body; words in the singular include the plural and vice versa; and all monetary amounts are in Australian currency.

2. Licence

Hosted Service

2.1 You acknowledge and agree that the Software will be provided to you as a hosted service. Accordingly: (a) you will have access to the Software only through a web browser interface; (b) access to the Software depends on your having valid and current access permissions; and (c) all User Data will be stored on the Hosted Servers.

Grant of Licence

2.2 Subject to the provisions of this agreement, with effect on and from the Commencement Date, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable licence to use the Software worldwide, but only for your own personal, non-commercial use in accordance with the terms of this agreement.

Plan Terms

2.3 This agreement sets out our standard licence terms for the Software. The particular pricing and inclusions of your Licence are set out in your Plan Terms. To the extent of any inconsistency between the terms of this standard agreement and your Plan Terms, the Plan Terms will prevail.

3. Restrictions on Use

3.1 You must:

• Ensure that only one Authorised User can access and use the Software;
• Only disclose your account access details to your Representatives on a need-to-know basis;
• Contact us immediately if you have any reason to believe that any of your passwords have been compromised or used without your authority;
• Keep your account access details secure and confidential and change your passwords whenever directed to do so by us;
• Keep your account details and other personal information updated.

3.2 You must not:

• Provide access to the Software to a third party without our prior written consent;
• Use the Software in any way that could damage our reputation or for competitive analysis or to build competitive products;
• Reverse engineer, decompile, disassemble, decrypt, hack, emulate, exploit, adapt, modify or translate any part of the Software;
• Modify or remove any copyright or proprietary notices pertaining to the Software;
• Circumvent any restrictions on access to, or availability of, the Software;
• Engage in activity that is harmful to you, the Software or others, or that infringes upon the rights of others.

4. Privacy

4.1 You acknowledge that your use of the Software is subject to our Privacy Policy. We reserve the right to monitor, collect and store your communications with us for the purposes of our business needs, including quality control and security.

4.2 In relation to any Personal Information that is included in any User Data, all parties must comply with the Privacy Act and any guidelines issued from time to time by the Commonwealth Privacy Commissioner.

5. Duration of the Licence and Renewals

The Licence and Support and Maintenance will: (a) commence on the Commencement Date; and (b) unless otherwise specified in the Plan Terms, continue in force for 12 months, and thereafter automatically renew for further successive periods of 12 months, unless terminated or revoked earlier in accordance with clause 7.

6. Royalty-free

The Licence is granted to you on a royalty-free basis.

7. Revocation and Termination

Suspension of Access

7.1 We may, with or without notice, suspend your access to all or part of the Software: (a) for the purposes of any scheduled or unscheduled maintenance periods; and/or (b) if you breach this agreement or do anything that may jeopardise the operation of the Software for other users.

Mutual Termination Rights

7.2 Each party may terminate this agreement with immediate effect by written notice to the other party if: (a) the other party materially breaches this agreement and fails to remedy the breach within 14 days of written notice; (b) an Insolvency Event occurs in respect of the other party; or (c) a Force Majeure Event preventing the performance of this agreement continues for more than 20 Business Days.

8. Consequences of Termination

8.1 You acknowledge and agree that, following termination of this agreement in any circumstances, you will only have further access to your User Data if you renew your licence before User Data is deleted or destroyed within 10 Business Days after the termination of this agreement.

8.2 If this agreement is terminated or expires for any reason: (a) the parties are immediately released from their obligations under this agreement (subject to surviving clauses); (b) your right to use the Software immediately ceases; and (c) we reserve the right to delete your account, including your User Data.

8.3 Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.

9. Support and Maintenance

During the term of your licence, we will exercise commercially reasonable efforts to: (a) promptly correct any failure of the Software to perform according to its specifications; and (b) keep the Software current via updates, upgrades, new releases or other enhancements as they become available from time to time.

10. Warranties

Licensor Warranties

10.1 We represent and warrant to you that: (a) we own or have a licence to use and sub-licence all IP Rights in the Software necessary to validly grant to you the licence under clause 2.2; and (b) we will take reasonable commercial efforts to ensure that the Software will be free of any viruses, malware, or other harmful code.

Licensee Warranties

10.2 You represent and warrant that: (a) you have the legal power and authority to execute, deliver and perform your obligations under this agreement; (b) you have taken all necessary actions to enable you to execute and perform this agreement; (c) your obligations under this agreement are legal, valid, binding and enforceable; and (d) execution of this agreement does not violate any law or document binding upon you.

11. Disclaimers and Limitation of Liability

11.1 To the maximum extent permitted by law, we expressly disclaim all representations, warranties and guarantees (whether implied, statutory or otherwise) in relation to the Software, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, other than the Licensor Warranties.

11.2 The Software and Support and Maintenance are provided strictly on an 'as is' basis and, to the maximum extent permitted by law, we make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Software.

11.4–11.6 The Output Data is provided based on User Data submitted by you. We do not accept responsibility for the accuracy of the Output Data, and Output Data is not to be relied upon for decision making. We are not financial, accounting, tax or other professional advisers. Before making any decisions based on the Output Data, you should obtain your own independent professional advice.

11.7 To the maximum extent permitted by law, we exclude all liability to you or any other person for any Losses arising directly or indirectly out of, or in connection with, any use of, or reliance upon, the Software.

11.8 You hereby irrevocably release us from, waive the right to bring, and covenant not to bring, any Claim arising directly or indirectly out of, or in connection with, any use of, or reliance upon, the Software.

12. Indemnities

You will indemnify and hold us harmless against all Losses arising directly or indirectly out of, or in connection with: (a) any breach of this agreement by you; (b) your negligent acts or omissions; and/or (c) any Claim by a third party alleging that your use of the Software constitutes an infringement of any IP Rights of the third party.

13. Intellectual Property Rights

13.1 You acknowledge and agree that: (a) this agreement does not transfer or assign any IP Rights to you; (b) we own and retain all IP Rights in the Software and Documentation including all Improvements; and (c) you have no IP Rights in any part of the Software or Documentation other than the rights temporarily granted to you pursuant to clause 2.2.

13.2 We acknowledge and agree that you own and retain all IP Rights in the User Data. Solely to the extent necessary to provide the Software to you, you grant us a worldwide, limited-term licence to access, use, process, copy, distribute, perform, export, and display your User Data.

13.3 The Trademarks are unregistered trademarks owned by us and/or our licensors or affiliates. You may not use any of the Trademarks without our prior written consent.

13.4 Any feedback, comments or suggestions you provide to us will be and remain our exclusive property, and we will be entitled to use and exploit such feedback for any purpose without restriction or compensation to you.

14. IP Ownership Claims

14.1 You must promptly notify us of any actual or suspected infringement of, or attack or challenge to the ownership or registration of, any of our IP Rights in the Software.

14.2 We will have absolute discretion to decide what action to take in respect of any IP Ownership Claim and sole conduct of any related legal proceedings.

15. Confidentiality

15.1 Each party must keep the other's Confidential Information confidential, not disclose or make it available to third parties, not use or exploit it except for the purposes of this agreement, and implement effective security measures to prevent unauthorised use and disclosure.

15.2 A party may disclose the other's Confidential Information to its Representatives to the extent they have an actual need to know in order to properly perform obligations under this agreement.

15.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly available other than through a breach of this agreement; (b) is required by law or court order to be disclosed; or (c) is independently developed without use of or reference to the Confidential Information.

16. Assignment and Sub-licensing

You may not assign or sub-licence your rights or obligations under this agreement without our prior written consent. We may assign our rights and obligations under this agreement without your consent.

17. Changes to this Agreement

We may modify the terms and conditions of this agreement from time to time, with notice given to you by email, through the Software or through our Website. Such modifications will become effective as soon as notice is given. Your continued use of the Software following notice of such modifications shall be deemed to be your acceptance of any such modifications. If you do not agree to any such modifications, you must immediately stop using the Software.

18. Notices

18.1 We will send you notices via email or regular mail. We may also display notices in the Software and/or the Website.

18.2 A notice is deemed to have been received: if delivered personally, at the time of delivery; if sent by pre-paid post, 48 hours from the date of posting; if sent by email, 4 hours after the sent time; or if displayed in the Software and/or Website, at the time the notice is posted.

19. General

19.2 This agreement does not create any partnership, joint venture or agency relationship between the parties. No party has the authority to bind any other party.

19.4 This agreement contains the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter.

19.5 If a provision of this agreement is invalid or unenforceable in a jurisdiction, it is to be read down or severed to the extent of the invalidity or unenforceability, and the remaining provisions remain in full force.

19.8 This agreement and any disputes or claims arising out of or in connection with it or its subject matter are governed by and construed in accordance with the laws of Victoria, Australia.

20. Fees and Charges

We will charge you, and you agree to pay, the monthly or annual Subscription Fee for the level selected (the Subscription Plan) when subscribing to Navexa. All fees include GST where applicable.

20.1 Invoicing and Payment Authorisation: You authorise us to invoice and receive payment in advance for Subscription Fees on a monthly or annual basis, continuing until the termination of your Navexa account.

20.2 Payment Details Security: Your credit card details will be encrypted and securely stored by a third-party payment solutions provider. Navexa will not store or have access to your credit card details.

20.3 Billing and Upgrades: Invoices are calculated on a monthly or annual basis, depending on your selected Subscription Plan. If you upgrade your plan, any additional costs will be prorated for the remaining period of the current billing cycle.

20.4 Failed Payments: If we are unable to successfully process your credit card payment, we may notify you and suspend or cancel your subscription until payment is received.

20.5 Prohibited Payment Methods: You must not pay, or attempt to pay, any Subscription Fee using fraudulent or unlawful methods.

20.6 Cancellations and Downgrades: If you cancel your subscription, no refunds or credits will be provided for any remaining period of your current subscription. If you downgrade your Subscription Plan, the remaining time on your current plan will be converted into a pro-rated dollar value and applied toward the cost of the downgraded plan.

20.7 Impact of Plan Changes: Changing your Subscription Plan may result in the loss of content, features, or capacity. Navexa is not liable for any losses that arise directly or indirectly as a result of such changes.