Terms of Service

Overview of Terms Of Service

Here at Saasu we are very serious about providing great services to you and your business that improve your life and are safe, reliable and constantly improving. Use of our online accounting software and web site ("Services") are subject to the following conditions Terms of Service ("Terms")

Saasu reserves the right to vary these Terms from time to time. In all our agreements the use of product names (including but not limited to Saasu, Saasu.com, NETaccounts or other product or service names listed on our website at www.saasu.com) refer to the company Saasu Pty Ltd.

Basic Terms

Saasu Pty. Ltd. provides Internet Subscription services to users whose principal place of business is in Australia and the service is also generally made available to other countries but may have different functions in those countries. The following Terms and Conditions apply for the Saasu Subscriber Services. Amendments to terms and conditions will occur regularly. Look for any amendments by going to the link at the bottom of the Saasu website (www.saasu.com) . If there are changes to charges then they will be effective at least 14 days from posting to this same page. Use of the service after that date constitutes acceptance of the amended Terms and Conditions. These Terms and Conditions supersede prior agreements. These terms and conditions are governed by the laws of New South Wales, Australia, and all parties submit to the non-exclusive jurisdiction of the courts of this State.

“Access Authority” means the Subscriber and/or individuals who the Subscriber prescribes levels of access to your Saasu Online Account and where the Subscriber has made available to those individuals the “Email Address/Sign-in ID”, “Password” and “Organisation” to allow them access for data entry, viewing data or obtaining reports.

“Services” means the Saasu Online Accounting Services accessed via the Saasu website and also any other Saasu Website, by Registration as a User and by signing on for use using Access Authority.

“Password” means a confidential alphanumeric which when used with other Access Authority information, gives access to Services

“User” means any person you nominate (if you choose to do so), from time to time, as part of invite process or request via email to Saasu to use the internet services available through the website.

“We, us or our” means Saasu Pty. Ltd.

“You and your” means the Subscriber to the Services and includes a User when applicable

“Saasu Logo’s” means any logo, brand, trademark, image or other material we provide containing the Saasu, NETaccounts, SaaSbay, SaaSecosystem and all other associated trademarks, trading names, URL’s be they registered or otherwise.

Services

You must provide all equipment necessary to make a connection to the World Wide Web and pay any service fees to providers for access. After gaining access to the World Wide Web, you must obtain access to and pay for the use of Services. This is accomplished by registering as a Saasu subscriber or by using any user id on the site provided by us or any third party.

Payment

You agree to pay all Service Subscription fees Saasu charges you for the Services when you Register. You also agree to pay all Consulting Service Fees for staff services if any are specifically requested by you and provided by our staff. You agree to pay all foreign, Commonwealth, State and Local Government, state taxes applicable to your access, use or receipt of the Service, these will always be disclosed to you clearly in advance. If Saasu are required to collect overdue fees from you, you agree to pay all reasonable costs (including legal fees), if any, incurred by Saasu in collecting those overdue fees from you, and to pay a late charge on any overdue fees at our bank’s business cheque account overdraft rates.

If a Subscriber fails to pay their Subscription fees for the Online Service by the Expiry date, Saasu reserves the right to restrict access, or “lock”, all files that belong to the unpaid Subscription. When a Subscription is locked, all users of the affected files will be unable to view, edit or add any data to the file. Full access will be restored upon receipt of all accumulated unpaid Subscription fees.

Any voucher, coupon, discount or any other offer used by to pay for a Subscription in lieu of payment can only be used once. Where there isn’t an expiry identified it is valid for only 30 days from the date of the offer or notice date. Where the number of Files or File plan is not identified it is for a single File on the three (3) month PRO plan.

Subscribing

You may register Saasu Services by using the Saasu website Registration Page or using the Registration document provided by Saasu staff. The Registration asks you agree to provide correct information about yourself or company, to list the users who will have Access Authority and to maintain and update such information to keep it accurate and complete. You may designate a number of users to have Access Authority and you may provide and assign access and passwords to such users. Saasu may suspend or terminate your account and refuse use of the Online Service if you provide any information (including a valid contact email address and phone number) that is false, misleading, inaccurate, not current or incomplete, or if Saasu has reasonable grounds to believe that such information is false, misleading, inaccurate, not current or incomplete or any terms in this agreement are breached. Saasu may suspend or terminate your account and refuse use of the Online Service if you are deemed to be abusive to staff or use language that is deemed to be abusive to staff, such deeming shall be at the sole discretion of Saasu. You authorise Saasu to use extracts from service related communication on our web site (typically on the testimonials page) and other material in text form and Saasu may include your business name, market segment and a link to your website if you have provided one and this use is conditional on Saasu excluding any material that may be deemed confidential, such deeming shall be at the sole discretion of Saasu but will explicitly focus on service quality and customer experience in use of our products and exclude financial or other business transaction related information.

Information Confidentiality.

As part of the Registration process you will select a password. You will be responsible for maintaining confidentiality of any password and other access information used by yourself and your authorised users who have Access Authority.You acknowledge that the Internet is an open system and Saasu cannot and does not warrant or guarantee that third parties cannot intercept your information.

Communications Between You and Saasu.

Saasu reserves the right to contact Subscribers by web page, email, fax, post, internet chat, phone text messaging (SMS) or telephone (or other means in the future as they are developed from time to time) to communicate important information regarding the use of the Service. Information related to other Saasu or site content matters, not covered by an existing agreement for Services, will only be communicated if the Subscriber agrees to receive that information.

Your Regulatory Responsibilities are not Saasu’s

Your Regulatory Responsibilities will vary from country to country and are your responsibility to identify and comply. Saasu Services are tools to help you summarise your financial transactions. Saasu’s Services are not tax remittance or return preparation of any type. They are also no tax or financial advice or recommendations of any kind. You are responsible for the remittance of Taxation Returns and other Government lodgements and forms for you and/or for your organisation.

Your Non-Transferable License

Saasu grants you a non-transferable, non-exclusive and terminable right licence to use the Services under these Terms. Title and ownership of the Services remain with Saasu. You agree not to copy (or allow a third party to copy), modify, create a derivative work, reverse engineer or reverse assemble, disassemble, or decompile the Software, or any other action to allow its whole or partial re-use by the Subscriber or others. Title and ownership of accounting and wealth management data entered by the Subscriber, or those with Authorised Access to the Subscribers database, remains with the Subscriber. You are licenced for the number of users specified in the subscription plan to which you are a subscriber. In the event of an upgrade, the Licence hereby granted shall automatically transfer to the new version. All rights in respect of the original version shall lapse and no further use of same shall be permitted. The Licence in this agreement is effective until suspended or terminated by us or by ceasing subscription payments. Payment terms for your subscription are in advance of the next Subscription period. In the event you choose to end your subscription service but you would like to keep your data, you may export it using the export functions provided in the service or Saasu can provide CSV file(s), or equivalent, at a reasonable cost of not less than $US99 plus GST per file. We reserve the right to charge for time and materials if your request is unusual and this is decided at our sole discretion. You agree to use your best endeavours to ensure the safeguard of your Password(s) for your organisation in order to ensure there is no unauthorised access to, copying of, or collection of information from you data file and you indemnify Saasu for any and all losses you may incur as a result of failing to safeguard your Password.

Terminating Your Service

You may terminate the Service simply by not renewing at your next Expiry Date. Subscribers who terminate will not receive a refund.

Saasu General Practices Regarding Use of the Service

Saasu may establish general practices and limitations that apply to the use of the Service. You acknowledge that Saasu reserves the right to change these general practices and limits at any time, at its discretion. You also acknowledge that Saasu reserves the right to disable accounts that are inactive for an extended period of time; and that Saasu may log off (also referred to as sign off or sign out) users who have been inactive for a reasonable period of time or for the purposes of conducting reasonable system maintenance and repairs. You also acknowledge that Saasu reserves the right to disable or change features of the service if those features are infrequently used by Saasu customers or if at the sole discretion of Saasu those changes are deemed necessary.

Website Disclaimer

You assume all risks concerning the suitability and accuracy of the information within the web site and publications. The web site (and pages) and publications may contain technical inaccuracies or errors. Saasu bears no responsibility for and disclaims all liability for any such inaccuracies, errors, or omissions in the web site and publications and in any other referenced or linked documents. Saasu will, from time to time, alter information in the web site which contains pricing, market information, and/or product specifications, and these product offerings may not be relevant to, or available in, your country.

The Services contains links to other third-party sites which are not under the control or responsibility of Saasu. Saasu is not responsible for the content on any linked web sites. If you access a third-party site from this website, then you do so at your own risk. Saasu is only providing these links for a convenience to users. The inclusion of any link does not imply that Saasu is endorsing or is accepting any responsibility for the content or services of those third-party sites. The Saasu website will contain information as a guide only and is not legal, taxation, financial or investment advice and is not suitable to be relied on by you as such advice. You should obtain professional legal, financial and investment advice.

Liability Use of the Services shall be at the Subscriber’s own risk. Saasu is not responsible for any adverse consequences arising out of the use of the Services. You agree to indemnify, defend, and hold harmless Saasu from and against any and all claims, proceedings, damages, liability and costs (including reasonable solicitors fees) incurred by Saasu as a result of any claim arising from your violation of the Terms, State or Commonwealth law or regulations, or any third party’s rights including but not limited to infringement of copyright, violation of any proprietary right and invasion of privacy rights. These obligations survive termination of the Service. Saasu will not accept liability for failures in providing Services which are outside normal usage or which occur due to force majeure, matters outside Saasu’s control or which are not reasonably foreseeable including an act of God, war, terrorism and civil disobedience.

Disclaimer of Warranties

The Services (including all content, software, functions, and operational hosting services) are provided “as is”, without warranty of any kind. Saasu expressly disclaims all warranties of any kind, whether express or implied, including without limitation, title, security, accuracy, uninterrupted timely and error free service, errors in software will be corrected, service will meet user requirements, damages or injury caused by any failure of performance, computer virus, communication failure and unauthorised access.

Saasu Proprietary and Confidential Information

You acknowledge and agree that the Services contain proprietary and confidential information that is protected by intellectual property and other laws. You agree not to loan, modify, lease, sell, distribute or create derivative works based on the Service. If you are a financial service provider (i.e. accountant, bookkeeper, financial adviser) you may procure and maintain the Service for your client by establishing and maintaining a separate account for them, or your client may establish an account with Saasu and set you up with Access Authority.

You agree not to use or display any Saasu trademarks, logos, product and services names or other Saasu material of any form (including any derivations) without our written approval or as described elsewhere in these Terms where you are a Saasu Partner. If you do so we have the right to terminate this agreement or halt supply of the service or both at our discretion.

Transferability You may not assign, sell, distribute, lease, rent, lend, sub-license, or transfer the Subscription Services or this licence (subject to the prior written consent of Saasu)

Saasu claims no intellectual property rights over the material submitted, posted or displayed via the Subscription Service. However, it may be used in anonymous aggregated form (where it is aggregated in part or full with other subscribers) and that by you setting pages, posts, transactions and/or any other data (‘Content’) to be shared publicly, you agree to allow others to view and share your Content.

If you instruct us to mark any information on our service for deletion (or deactivation) you acknowledge you are instructing us and authorise us to delete it permanently at a time or date of our choosing. If you instruct us to delete information and wish to change or revoke that instruction you acknowledge that a) you must make that specific request in writing; and b) we do not guarantee the ability for us to restore that information as it has been permanently deleted; and c) we may charge you (and you are obliged to pay) professional services hourly rates (similar to any other tier one finance or technology professional services rates) for any investigation and also for any attempt at restoring any information; and d) we may provide you that information in a form of our choosing although we will normally restore it inside the application.

You agree that our data management practices (including but not limited to marking data for deletion, permanent data deletion, restoration, backup, indexing, retrieval, archiving, importing, exporting or other data copying, moving or protecting services) may not be appropriate for you or your financial management responsibilities and that our processes for data management may change at our sole discretion.

You agree that we may use materials, quotes from correspondence and from support conversations and any other interactions by you with our products and services including web click streams on our web site customer testimonials pages and web (and other) support knowledge base forums and related marketing material online and in other forms at our sole discretion. You agree this material we are permitted to use includes your Internet addresses (as email addresses and web addresses and any other forms including messaging) that you choose to supply us in any way as well as linking to those addresses such as your website from our website and reproducing carefully selected appropriate public material from your website including images, logos, brands and the like from your website on our customer testimonials website page and also in related places and materials both online and in other forms including directories that we publish at our sole discretion. You acknowledge you are not entitled to any payment for use of this material. We acknowledge that we will not claim any portion of revenue that you may derive from from online traffic (also known as web visitors) you may receive from this free advertising unless you are notified by us in writing in advance of such claim.

Support Service

Paid Support encompassing product use support and technical support where issues arise for the product such as defects. Saasu provides comprehensive online help screens. Saasu reserves the right to limit the time spent on email and telephone support calls to 10 minutes or less for a single support enquiry at their discretion. If Saasu deems the Support Service is being used in an unethical, abusive or fraudulent manner then Saasu may terminate the service. Support is only available while an online service is current and paid in full. Saasu support does not provide any advice on legal or accounting or taxation issues. Assistance in how to use the Saasu online service should not be understood to be accounting or taxation advice but rather as general educational information that may or may not meet your specific requirements. The Saasu Support Service is for basic usability and functionality queries. Internet, network, hardware, software inquiries relating to third party providers cannot be resolved by Saasu. Our Support Consultants will deem if the inquiry falls within the nature of the Saasu Support Service. Support consultants availability and response times may be affected by call or email volumes, server maintenance and upgrades relating to new releases.

You agree to provide the Service Team access to your information in order to resolve support issues. This will normally be granted by you in writing on a case by case basis either via email or via an invitation sent using the system or via other written means however Saasu reserves the right to access without your specific approval if it is deemed necessary by Saasu.

Privacy Policy

Saasu’s Privacy Policy relates to your personal information, collected by Saasu as part of the Subscriber sign up process and your use of Saasu services, and held by Saasu as part of our day-to-day business dealings with you. Some of the personal information that Saasu holds may be the same information as that which you enter in your Saasu financial database, however our information is not collected only from that source. Only you and your nominated representatives (which explicitly includes Saasu employees) have access to your financial database under normal operational circumstances with the exception of summarised (anonymous) industry wide benchmarking information for use in our research department (which will not have enough detail to identify underlying individuals or individual businesses under any circumstances) and associated research subscribers.

Collection Statement

Saasu (“we”, “our”) provides services and products in the accounting and information technology industries. Part of this service provision requires us to protect your privacy. From 21 December 2001 the Commonwealth Privacy Act contains new sections that we are bound by. They concern a number of principles in relation to the protection of your personal information and in how we must deal with our customers in relation to this information. Personal information held by Saasu may include your name, current and previous addresses, telephone/mobile numbers, e-mail address, bank account and credit card details, details of your services and information we require to perform our services for you. Sensitive personal financial information entered into Saasu’s online accounting and wealth management products, will not be used or disclosed by Saasu except as authorised by you to perform our services for you and to provide summarised anonymous benchmarking data across all our clients. Access to this information by your professional advisors or other representatives can only be granted by you. Should you choose not to provide personal information we may not be able to provide you with the services you require or at a sufficient level that we regard as important for performing at best practice and as such we reserve the right to terminate the supply of this service to you.

How We Collect Your Personal Information

We may collect personal information -

In conversations with you and your employees, in person or by e-mail, fax and telephone;
From third parties such as your employees, your accountant, related companies, credit reporting agencies or your representatives
From publicly available sources of information
When we are required to do so by law
From our own records of your usage of Saasu services

How We Use Your Personal Information

Your personal information may be used to:

Provide products and services to you
Collect payments and to administer your account
Provide you with updated or new information about our products or services
Conduct creditworthiness checks and/or fraud checks
For development of existing and new products and services
Maintain and update our business infrastructure and systems
Actively promote our other products and services to you. If you do not wish to receive such communications please advise us.
For research into our client base and for related purposes by our research team including as aggregated (anonymous) benchmarking data.

Disclosing Your Personal Information

In providing our products and services, or collecting and using your personal information, we will always keep your data private to the maximum extend commercially practically possible. In the normal course of business and in order to provide your service we may be required to disclose some of your personal information to organisations outside Saasu. Such organisations may include:

Our outsourced service providers which are always carefully selected by us
Your legal, accounting, financial or other professional advisors if you agree as part of the service
Credit- and/or fraud-reporting agencies if you use the service for making financial transaction instructions
Organisations providing you with credit or financing
Our legal, accounting, financial or other professional advisors and bankers
Regulatory, government and other authorities as required by law
Our subsidiaries and closely related organisations
Other organisations involved in managing our trade receivables, business, financial affairs
Other organisations subscribing to our client base research data which will be aggregated and anonymous

Accuracy of Your Personal Information

We take reasonable precautions to make sure that the personal information we hold is accurate and up-to-date. We appreciate notification of errors, omissions or changes in your personal information. This is especially important for information required for us to communicate with you, such as a change in name, email, phone or address.

Security of Your Personal Information

Saasu takes reasonable steps that your personal information is protected from misuse, loss, unauthorised access, modification or disclosure. Some notable measures to ensure the security of your personal information include: Secure Socket Layer (SSL) connection encryption; and regular backups of the database. The security of this information is also dependent on your own measures to protect your Saasu usernames, email addresses and passwords from disclosure and unauthorised use.

Access to Your Personal Information

You have the right to access any of your personal information that we hold, with some exceptions as allowed by law. To obtain a copy of this information, write to us requesting the information and we will provide it to you. Saasu reserves the right to charge a reasonable fee for the provision of this information.

Your Authority

By continuing to use our products or services or website you consent to Saasu maintaining, using and disclosing your personal information as described in this document for a period of no less than seven years from the date of your last use of the system (or the date of the last use of the system by any user under your subscription which ever is the latest).

Fair Play Promise

Our Fair Play Promise is a policy that ensures Saasu delivers you consistent value and service as a paying subscriber. We will -

Limit the resources (such as disk space or other resources) you are allowed to use to a reasonable amount for the subscription level you are paying for.
Set the limit based on reasonable averages for other users like you.
Allow you to add users as long as the number of users added doesn’t exceed a reasonable level of users when compared to the average number of active users we see per Business File across all our subscribers. Currently we provide for 3 users per Business File before requesting you purchase additional Business File licences.
Set limits for the common good in order to prevent one user inadvertently using excessive resources that should be shared with other users.
Reserve the right to terminate service to you if you exceed your limits or abuse the service or our staff or communication channels in any way.
Tell you well in advance (normally) if you breach any limits and we will give you the option of reducing your usage back below the limit or upgrading to a more appropriate plan.
Be flexible and try to give you the benefit of the doubt so we will normally not prevent you doing business if you breach limits briefly and return to within limits in a reasonable time.
We reserve the right to vary prices or features for all customers (including free users) at any time but will always try to give you reasonable notice and try to improve your service overall rather than reduce it.
Monitor your use of the system and ensure allocation of resources between user is fair using points which may be adjusted at our discretion in the event you abuse the system.

Partner Agreement

This Agreement is entered into between Saasu and the individual or entity (“you”) named in the application for Saasu Partner Program (the “Program”).

Participation in the Program allows you, subject to the terms of this Agreement, to receive a discount when subscribers are referred (“Referrals”) to Saasu by you and as long as they subsequently purchase and pay for a Saasu subscription service or services (“Subscription”). The discount is 15%. Any additional discount is negotiated on a case by case basis and is not effective unless agreed in writing. Variations to the discount percentage rate may vary from time to time and will be published on the Saasu website and become effective one calender month after the change. No other services, products, applications or otherwise receive discounts or commissions without written approval on a case by case basis. By subscribing and/or using the Services you agree to the Terms herein and as advised on our website from time to time. You use our Services at your own risk. Our Services are provided on an ‘as is’ and ‘as available’ basis. We are not liable for damages, direct or consequential, resulting from any failure to provide service, suspension of Service, or termination of Services. We do not guarantee the availability of the Saasu Partner Program. You agree not to hold us responsible for data loss or interruption of service of any kind. Saasu retains ownership and all rights to the Saasu logos, trademarks, software, trade secrets, databases (withstanding the rights of subscribers as embodied in the Terms for Subscribers), reports, web site and other intellectual property. Saasu reserves the right to cancel this Agreement for any violation of the Terms at any time.

Referral Criteria

Referrals to Saasu must meet the following criteria:

Referrals cannot be obtained via unsolicited commercial e-mail (“spam”)
Partner Websites may not contain adult material, or engage in or promote illegal activity, violence, racism, or contain any other material that Saasu, at its sole discretion, considers inappropriate.
Saasu reserves the right to reject any orders that Saasu deems inappropriate, due to suspected fraud, security concerns or any other reason.
That in your actions resulting in a Referral to Saasu you have complied with the Federal and State Laws of Australia and also with the Laws of the Countries in which both you and the Referral reside and operate.
Links to Saasu may be placed in newsgroups, discussion forums, chatrooms or guestbooks but must not be placed in such a way that it is misleading to the participants.

Non-exclusivity

This Agreement does not create any exclusive arrangement between you and Saasu in terms of software licences, distribution rights or otherwise unless agreed specifically in writing between you and Saasu.

Discounts

To receive discounts the following criteria must be met:

We identify by means of a unique URL used in linking to Saasu that the subscriber originated from an Partner Website.
You identify the subscriber to us via email sent to service@saasu.com within 30 days of the Referral subscribing to Saasu services.

Independently of you Saasu determines discounts based on the existence of valid paying customer files. Returns, adjustments, chargebacks may be deducted from the Partner’s account (“Account”). While we receive subscription revenue from your referrals and while you maintain a good commercial supportive relationship with your customers we provide the discount. All discounts are based on the full tax inclusive price. Where you do not provide a registered legal entity that you operate under Saasu is under no obligation to provide discounts. Saasu retains the right to reject any customer order. The discounts may be changed by Saasu at any time but will not take effect for one calendar month from the date of change. Saasu reserves the right not to provide the discount where, in Saasu’s sole discretion, you violate any of the Terms and Conditions of this Agreement or violate any Federal or State Laws of Australia.

Partner Obligations

Each Partner will be solely responsible for the design, development, testing, operation, maintenance and content of their own Partner Website(s) and for all materials that appear on Partner Website(s), including but not limited to: (a) the accuracy and appropriateness of materials posted on Partner Website; and (b) ensuring that materials posted on Partner Website do not violate or infringe upon the rights of any third party. Partner hereby agrees to indemnify, defend and hold harmless Saasu, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, legal fees) arising from the design, development, testing, operation, maintenance and content of their own Partner Website(s).

Use of Our Brand or Logo

While party to this agreement, the Partner is granted permission to use the Saasu logos as advised and provided by us from time to time in their marketing material and website. The Partner will provide Saasu URLs and/or samples of all materials that make use of the Saasu logos for reference purposes. Versions of the Saasu logos suitable for print and screen use are made available on the Saasu websites. The Partner must discontinue use of the Saasu logos if this agreement is terminated for any reason. The Partner must discontinue use of the Saasu logos if so instructed by us via email or in other written form or update the Partners use of such logos if we publish more recent versions on the Saasu website.

Connector, Plugin and Widgets used with Saasu

Your Responsibilities are

>Tell us what link you would like us to use to send prospective users to your web site page where they can download the Connector. This is usually your company web site or blog. You should also provide us a with a profile on your company or yourself and the Connector including benefits and all known bugs/issues/limitations.
Agreeing to withdraw any Connectors from sale immediately on written request from us in the event (for example if we consider them to be risk to our brand or to our customer’s data security)
In the event you decide not to sell or provide online availability or an online distribution mechanism for our customers to access the Connector or connector then you agree to grant Saasu a perpetual unlimited licence for the use or distribution of the Connector any form or for any purpose we see fit (including but not limited to modifying it to correct bugs or other issues you have not addressed). This requires the latest copy of the Connector source code and executable to be sent to Saasu.

Current Customers of Saasu

You shall not attempt to sell Saasu services to a current customer of Saasu except where permission has been expressly given in writing. In the event that you solicit a current customer of Saasu, Saasu shall have no obligation to pay a commission to you for such a customer.

Businesses Files managed within a Subscription

You shall ensure that all Business Files under your Subscription have adequate access given to their business owners while they are paid up in full for the subscription cost of that file.

You shall not use access to any Business File as a means to have that Business pay you for other services that are not directly related to their subscription to Saasu.

Saasu reserves the right for any reason to provide direct access to a business file to that same business if that business pays for access directly to Saasu. Where Saasu has already received payment from a Partner for that file Saasu will refund that payment for the unused portion of the subscription period.

Relationship of Parties; Scope of Authority

You shall perform all duties under this Agreement as an independent supplier, and agree not to hold yourself out as an agent of Saasu with authority apart from authority expressly granted from Saasu. You shall have no express or implied authority to assume or create any obligation or enter into any Agreement on behalf of Saasu. Nothing in this Agreement shall be deemed to create an employer-employee, partnership, franchise or joint venture relationship between Saasu and you.

Indemnification

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD SAASU HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM YOUR VIOLATION OF THIS AGREEMENT OR ANY THIRD-PARTY’S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. OUR LIABILITY WILL NOT EXCEED THE COMMISSION AMOUNT DUE TO YOU.

Limitation of Liability

SAASU SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, TORT OR COVER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, DELAY OF DELIVERY AND IMPLEMENTATION, OR LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, WHETHER OR NOT SAASU HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SAASU’S LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED SOLELY TO MONEY DAMAGES AND SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS DUE YOU.

Saasu will not accept liability for failures in providing its Services which are outside normal usage or which occur due to force majeure, matters outside Saasu’ control or which are not reasonably foreseeable including an act of God, war, terrorism and civil disobedience. You or Saasu may terminate this agreement at any time. This Agreement will be construed and enforced in accordance with the laws of the State of New South Wales without regard to its conflict of laws principles. Venue for any dispute under this Agreement will be Sydney, Australia. Saasu shall not be liable for, and is excused from, any failure to perform or for delay in the performance of its obligations under this Agreement due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure of Saasu’ suppliers or subcontractors, acts of nature, governmental actions, fire, flood, natural disaster, or labor disputes. Saasu reserves the right to change the Terms and Conditions of this Agreement at any time by posting the modified version on the portion of its web site. You may not assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part, without the express written consent of Saasu. Any notice made by Saasu to you shall be deemed properly given and effective: (i) when reduced to writing and sent to the e-mail address specified in your Program registration, OR (ii) fifteen (15) days after being posted to the portion of Saasu’s websites that relates to the Program. Any notice made by you to Saasu shall be deemed properly given and effective when reduced to writing and delivered to the customer support e-mail address specified in the Program documentation on Saasu’s websites.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE Partner PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

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