SaaS agreement

Parties

  1. Momentium PTY LTD a company incorporated in Australia in the state of Victoria (ABN: 21621864864) having its registered office at 11/580 Collins Street, Melbourne 3000, Victoria. (the "Provider"); and

Agreement

  1. Definitions

1.1    In this Agreement, except to the extent expressly provided otherwise:

"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts.

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday other than a bank or public holiday in Melbourne

"Business Hours" means the hours of 09:00 to 17:30 on a Business Day;

"Charges" means the following amounts:

(a)    the amounts specified in Part 2 of Schedule 1 (Kinetics Systems);

(b)    such amounts as may be agreed in writing by the parties from time to time; and

(c)    amounts calculated by multiplying the Provider's standard time-based charging rates (as notified by the Provider to the Customer before the date of this Agreement) by the time spent by the Provider's personnel performing the Support Services (rounded down by the Provider to the nearest quarter hour);

"Customer Confidential Information" means:

(a)    any information disclosed by or on behalf of the Customer to the Provider during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i)     was marked as "confidential"; or

(ii)    should have been reasonably understood by the Provider to be confidential; and

(b)    the Customer Data;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);