LEADS Software

Means these Terms of Use.

Means the monthly fee payable by You in accordance with the Fee Schedule.

Includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

Means any data inputted by You or with Your authority into the Software.

Means the information relating to License and billing set out on ProcessIT's Website, which may be updated or amended from time to time.

Means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Means the LEADS computer application and any associated network, database and cloud services.

means ProcessIT's Internet site at https://proccessit.co.nz

Means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

Means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

Means the Subscriber, and where the context permits, an Invited User.Yourhas a corresponding meaning.

(i)not attempt to undermine the security or integrity of ProcessIT 's computing systems or networks or, it's partners computing systems and networks;

(ii)not use, or misuse, the Software in any way which may impair the functionality of the Software, or other systems used to deliver the services or impair the ability of any other user to use the Software;

(iii)not attempt to gain unauthorised access to the computer systems related to the hosting of the Software nor to any materials other than those to which You have been given express permission to access.

(iv)not transmit, or input into the software, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

(v)not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Software.

(i)is or becomes public knowledge other than by a breach of this clause;

(ii)is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

(iii)is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

(iv)is independently developed without access to the Confidential Information.

Title to, and all Intellectual Property Rights in the Software and it's providers and any documentation relating to the Software remain the property of ProcessIT (or its licensors).

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the License Fee when due. You grant ProcessIT a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Software and for any other purpose related to provision of services to You.

You should maintain copies of all Data inputted into the Software. ProcessIT has procedures to prevent data loss but does not make any guarantees that there will be no loss of Data. ProcessIT expressly excludes liability for any loss of Data no matter how caused.

You warrant that where You have registered to use the Software on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

You acknowledge that:

(7.2.1)You are authorised to use the Software to access the information and Data that You input, including any information or Data input by any person you have authorised to use the Software. You are also authorised to access the processed information and Data that is made available to You through Your use of the Software (whether that information and Data is Your own or that of anyone else).

(7.2.2)ProcessIT has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Software on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

(a)ProcessIT's refusal to provide any person access to Your information or Data in accordance with these Terms,

(b)ProcessIT's making available information or Data to any person with Your authorisation.

(7.2.3)The provision of, access to, and use of, the Software is at Your own risk and on anas isbasis.

(7.2.4)ProcessIT does not warrant that the use of the Software will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. ProcessIT is not in any way responsible for any such interference or prevention of Your access or use of the Services.

(7.2.5)It is Your sole responsibility to determine that the Software meets the needs of Your business and are suitable for the purposes for which they are used.

(7.2.6)You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

ProcessIT gives no warranty about the Software. Without limiting the foregoing, ProcessIT does not warrant that the Software will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

You warrant and represent that You are acquiring the right to access and use the Software for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Software or these Terms.

When You first sign up for access to the Software You can evaluate the Software under the defined trial usage conditions, with no obligation to continue to use the Software. If You choose to continue using the Software thereafter, You must Pay the License Fee as detailed in the Software, or remain within the Limits of the Free Version.

ProcessIT will not provide any refund for any remaining prepaid period for a prepaid License Fee subscription.

These Terms will continue for the period covered by the License Fee paid or payable under clause 3.1. At the end of each License period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed License Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month's advance written notice. If You elect to terminate these Terms by providing one month's advance written notice, You shall be liable to pay all relevant License Fees up to and including the day of termination of these Terms.

If You have not held a current License for a period of greater than two Calendar months your online data will at ProcessIT's discretion, be deleted, and the service terminated.

These terms apply to You until you delete or fully uninstall the Software.

If You:

(9.6.1)breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

(9.6.2)breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of License Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or

(9.6.3)You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

ProcessIT may take any or all of the following actions, at its sole discretion:

(9.6.4)Terminate this Agreement and Your use of the Software;

(9.6.5)Suspend for any definite or indefinite period of time, Your use of the Software,

(9.6.6)Suspend or terminate access to all or any Data.

(9.6.7)Take either of the actions in sub-clauses 9.6.4, 9.6.5 and / or 9.6.6 in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any License Fees due in relation to any of You or any of Your Organisations (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, ProcessIT may: suspend or terminate Your use of the Software, the authority for all or any of Your Organisations to use the Software, or Your rights of access to all or any Data.

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

(9.7.1)remain liable for any accrued charges and amounts which become due for payment before or after termination; and

(9.7.2)immediately cease to use the Software and

(9.7.3)delete or uninstall all copies of the Software in your possession.

Clauses 3.1, 3.3, 4, 5, 6, 7, and 8 survive the expiry or termination of these Terms.

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting ProcessIT. If You still need technical help, please check the support provided online or failing that email us at support@processit.co.nz.

Whilst ProcessIT intends that the Software should be available 24 hours a day, seven days a week, it is possible that on occasions the Software or Servers may be unavailable to permit maintenance or other development activity to take place.

If for any reason ProcessIT has to interrupt the Services for longer periods than ProcessIT would normally expect, ProcessIT will use reasonable endeavours to publish in advance details of such activity on the Website.

These Terms, together with the ProcessIT Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and ProcessIT relating to the Software and the other matters dealt with in these Terms.

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

You may not assign or transfer any rights to any other person without ProcessIT's prior written consent.

You accept that New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to ProcessIT must be sent to support@processit.co.nz or to any other email address notified by email to You by ProcessIT. Notices to You will be sent to the email address which You provided when setting up Your access to the Software.

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.