Terms of Service

These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (“Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access, use, registration and receipt of www.raconteurtech.com and app.raconteurtech.com and any related website owned or operated by raconteurtech.com (“Sites”).

These Terms are between Raconteur Operations Pty Ltd (“Raconteur”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). Raconteur may use its affiliates and third party service providers to process and/or collect payment from you. If you are entering into the Terms for use of the Services by an organisation, you are agreeing on behalf of that organisation and you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORISED REPRESENTATIVE OF AN ORGANISATION: (I) IF YOU ARE USING AN ORGANISATIONS’ EMAIL ADDRESS WHEN REGISTERING ON THE SERVICE; OR (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).

AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS IN THE SERVICES, THUS, EXCEPT WHERE INDICATED OTHERWISE “YOU” SHALL REFER TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICES OR THE SITES, WHICHEVER IS EARLIER (THE DATE OF SUCH REGISTRATION OR ACCEPTANCE BEING THE “EFFECTIVE DATE”).

IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR ORGANISATION, DO NOT ACCEPT THESE TERMS, OR ACCESS OR USE THE SERVICES OR THE SITES.

1. Our Services.

1.1. Our Services. Raconteur provides cloud based services, which include our platform, products, applications, application programming interface (“API”), tools, and any ancillary or supplementary products and services (including Upgrades (as defined below)), offered online (“Services”).

1.2. Modification or Discontinuation of Services. We may add, modify or discontinue any feature, functionality or any other tool within any Services and/or Sites, at our own discretion and without further notice.

1.3. No Contingency on Future Releases and Improvements. You hereby acknowledge that your purchase of the Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality, feature or service.

1.4. Ability to Accept Terms. If you access and use the Sites and/or the Services, you represent and warrant that you are at least eighteen (18) years old. The Sites and/or Services are only intended for individuals aged eighteen (18) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.

1.5. Service-Specific Terms. Certain Services, or portions thereof, may be subject to additional terms, including third party terms and conditions, that are specific to the particular Services and are set forth in the Service-Specific Terms. By accessing or using Services covered by any Service-Specific Terms, you agree to the applicable Service-Specific Terms. If there is a conflict between these Terms and the Service-Specific Terms, the Service-Specific Terms will control with respect to the applicable Services or portions thereof. Your use of the Services may also be subject to additional policies, guidelines, or rules we post on the Services or make available to you.

2. Account Registration and Administration.

2.1. Account Registration. To register to the Services for the first time, you shall create an account for the Services (“Account”). By creating an Account and registering to use the Services you become a Raconteur customer on behalf of the organisation that you have registered with (“Customer”).

2.2. Your Registration Information. When creating an Account, or when you are added to an existing Account, and you are creating your user profile (“User Profile”), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Account, User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Services; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorised access or use of your Account or User Profile and/or any breach of these Terms. You hereby acknowledge that we may assume that communications that we receive from the email account that you have registered in your User Profile have been made by you. You will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorised usage of the Account by either you or any other User or third party on your behalf.

2.3. User Verification. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or an Admin of the Account loses access to the Account or requests information about the Account, Raconteur reserves the right to request such information from you and/or the Admin to the Account as we may deem necessary, in our sole discretion, to verify you and/or the Admin’s identity, before providing access to the Account or providing any further information about the Account.

2.4. Admins. The Admin(s) of an Account are, severally and jointly, the authorised representatives of the Customer, and any decision or action made by any Admin, is deemed to be a decision or action of the Customer. An Admin may assign or add other members of the Account as Admins.

2.5. Account Users. There are several types of Account users, including Members and Contacts, which are collectively with the Admin(s) defined as “Users”. The features, functionalities and privileges available to the Users are determined by the respective user role, Services, offering and Subscription Plan governing such Account. You are responsible for ensuring that Users are assigned the appropriate user type and role. If you assign Users not in accordance with the appropriate user type (for instance, assigning an external user an internal role) then Raconteur may have the right to charge additional fees.

2.6. Customer Responsible for Users. Customer is solely liable and responsible for understanding the settings, privileges, actions and controls for the Services and for controlling who a Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite or add other Users (either paid or unpaid), the right to incur charges on the Account, the right to create, access and modify any projects, folders and items, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those Users are not from Customer’s organisation or domain. Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorised action by Customer and Customer shall have no claim in this regard.

3. Customer Data.

3.1. Customer Data. Customer Data is any data, file attachments, text, images, reports, personal data, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Services by you or any User and is processed by us on Customer’s behalf (“Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Services. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Services; (ii) to prevent or address technical, fraud or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you.

3.2. Responsibility for Customer Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, upload, post or display on or through the Services; (ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (“Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Section ‎5, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, stxoring, or transmitting it. For the avoidance of doubt, you agree that Raconteur shall not be responsible for monitoring and/or moderating the Customer Data and there shall be no claim against Raconteur for not doing such.

3.3. No Sensitive Data. You shall not submit to the Services any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction, including any data considered “Sensitive Information” under the Privacy Act 1988 (Cth); (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction.

4. Intellectual Property Rights; License.

4.1. Our Intellectual Property. The Services and Sites, inclusive of materials, such as software, API, apps framework, design, design system, text, editorial materials, informational text, documentation, photographs, illustrations, audio clips, video clips, gifs, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying know-how, technology or intellectual property, and any modifications, enhancements or derivative works of the foregoing (collectively, “Raconteur Materials”), are the property of Raconteur and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Raconteur, Raconteur retains all right, title and interest, including all intellectual property rights, in and to the Raconteur Materials.

4.2. Customer Reference. Customer acknowledges and accepts that Raconteur as the right to use Customer’s name and logo to identify Customer as a customer of Raconteur or as a User of the Services, on Raconteur’s sites, marketing materials, shareholder materials, investor and prospective investor materials and similar announcements. Customer may revoke such right, at any time, by contacting support@raconteurtech.com.

4.3. Your Access and Use Rights. Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Services and Sites, during the applicable Subscription Term, solely for Customer’s internal business purposes.

4.4. Use Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow a User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Services or the Sites to any third party, including, but not limited to your affiliates, or use the Services in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Services or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Services or Sites, or any part thereof; (v) take any action that imposes or may impose (at Raconteur’s sole discretion) an unreasonable or disproportionately large load on the Raconteur infrastructure or infrastructure which supports the Sites or Services (vi) interfere or attempt to interfere with the integrity or proper working of the Services or Sites, or any related activities; (vii) remove, deface, obscure, or alter Raconteur’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services or Sites, or use or display logos of the Services or Sites without Raconteur’s prior written approval; (viii) use the Services or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Users) to do any of the foregoing.

4.5. Feedback. As a User of the Services and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of Raconteur Materials, the Services, the API and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of Raconteur Materials, and as such, it is the sole property of Raconteur without restrictions or limitations on use of any kind. Raconteur may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Raconteur any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.

4.6. API Use. We may offer an API that provides additional ways to access and use the Services. Such API is considered a part of the Services, and its use is subject to all these Terms. Without derogating from Sections ‎4.1 through ‎4.4 hereof, you may only access and use our API for Customer’s internal business purposes, in order to create interoperability and integration between the Services and other products, services or systems you and/or Customer use internally. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.

5. Privacy and Security

5.1. Raconteur implements reasonable security measures and procedures designed to assist in protecting your Customer Data.

5.2. As a part of accessing or using the Services and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about you. Please read our Privacy Policy which is incorporated into these Terms, for a description of such data collection and use practices.

5.3. Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to, or generated by your use of the Services and/or Sites, and disclose it for the purpose of providing, operating, improving and publicising our products and services, including the Sites and Services, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as de-identified, aggregated and/or analytics information. Raconteur owns all Anonymous Information collected or obtained by Raconteur.

6. Third Party Services and Links

6.1. Third Party Services. The Service may permit you to engage and procure certain third party services, products, apps and tools in connection with the Services, including, without limitation, third party applications and widgets offered via our integrations offering, or which you decide to connect through our API, as part of the Services (collectively, “Third Party Services”).

6.2. No Endorsement. You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you, Raconteur acts as an intermediary platform between you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services, nor shall we be in any way responsible or liable with respect to any such Third Party Services. Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of the Third Party Services (“Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Services with the Third Party Agreement.

6.3. Integration with a Third Party Service and your Customer Data. Through the Services you may enable integrations with your Account, including, Services within your Account (or a portion thereof), with Third Party Services, which will allow an exchange, transmission, modification or removal of data between us and the Third Party Services, including without limitation, the Customer Data, the scope of which is determined by the applicable actions set by such integration. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by a Third Party Services, is governed by the Third Party Agreement, including any applicable privacy policy, and Raconteur is not responsible for any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by the Third Party Services or for such Third Party Services privacy and security actions, inactions or general practices. By integrating and/or using the Third Party Services, you acknowledge and agree that: (i) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third Party Services and other data activities you may conduct or may permit third parties, including the Third Party Services, to conduct; (ii) the activities and use of the data by you and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and in the integrated Third Party Services. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us and/or the integrated Third Party Services.

6.4. Use Conditions and Limitations. Both Raconteur and Third Party Services may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Services or the Third Party Services or otherwise notified to you or to any other relevant User of the Account.

6.5. Payment for Third Party Services. Third Party Services may be offered free of charge or for a certain fee, either charged directly by the Third Party Services or by Raconteur. Wherever Third Party Services require payment, it shall be indicated to you, unless such fee is included within the Fees for the Services. Wherever Raconteur charges Customer on behalf of the Third Party Services, then Customer acknowledges and agrees that Raconteur serves only as an intermediary role in facilitating or collecting the applicable fees and taxes from Customer, for the Third Party Services, thus all payment related issues, including the payment of fees, renewal and refund policy, are governed by the Third Party Agreement. Wherever Raconteur charges Customer, on behalf of itself and not on behalf of the Third Party Services, the payment terms, including the payment of fees, and renewal, are governed by Sections ‎7 and ‎8 herein.

6.6. Change of Fees. Customer acknowledges that Raconteur and any Third Party Services, may change the fees for the Third Party Services from time to time, including imposing a new charge on a Third Party Services that was provided for free.

6.7 Discontinuation of Third Party Services. Raconteur and the Third Party Services reserves the right to discontinue the use or suspend the availability of any Third Party Services, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to use certain features and actions of the Third Party Services along with our Services.

6.8. Links. The Sites, Services and/or any Third Party Services may contain links to third party websites that are not owned or controlled by us (“Links”). You acknowledge that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third-party website; and (ii) expressly release us from any and all liability arising from your, and in case of a Customer, all Users’, use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

6.9. Limitations of Liability. RACONTEUR BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICES’ OPERABILITY OR INTEROPERABILITY WITH OUR SERVICES, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICES’ OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT MEET YOUR NEEDS.

7. Subscription, Fees, Upgrades and Renewals.

7.1. Order Form. The Services may be purchased via an order form, e.g. a sales order, purchase document or any other instrument as determined by us, which shall be completed and placed either online, in-product, offline, or in any other form designated by us (“Order Form”). Such Order Form will list the Services ordered, the associated fees, the subscription plan and term, as applicable. If Customer provides Raconteur a purchase order related to an Order Form, such is deemed to incorporate these Terms and if such contains terms in regards to the Services then such shall have no force or effect.

7.2. Subscription. Unless stated otherwise in an Order Form, the Services are provided on a subscription basis for the subscription term specified in the Order Form, in accordance with the respective subscription plan, as applicable, purchased under such Order Form “Subscription Term” and “Subscription Plan”, respectively, and collectively the “Subscription”).

7.3. Fees. In consideration for the provision of the Services (except for Trial Services), Customer shall pay us the applicable fees, as set forth in the applicable Order Form (“Fees”). Unless indicated otherwise, Fees are stated in US dollars. Customer hereby authorises us, either directly or through our payment processing service or our affiliates, to charge such Fees via Customer’s selected payment method, upon due date or shall otherwise remit payment to Raconteur upon the due date. Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. We reserve the right to change the Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.

7.4. Taxes. The Fees are exclusive of any and all taxes (including without limitation, goods and services tax, value added tax, sales tax, use tax, excise, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Services hereunder (“Taxes”). If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, Customer should notify us, in writing, promptly and we shall join efforts to avoid and/or reduce any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Fees payable by Customer.

7.5. Upgrades. Customer may upgrade and/or enhance its Services by either: (i) adding Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding additional services, products, Add-Ons, features or functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively, “Upgrades”). Some Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term for all or some of the Services and some will not, as indicated within the Services and/or the Order Form. Upon an Upgrade, Customer will be billed for the applicable additional Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (a) prorated for the remainder of the then-current Subscription Term, or (b) whenever the Subscription Term is being restarted, then the Fees already paid by Customer will be reduced from the new upgraded Fees, and the difference shall be due and payable by Customer upon the date on which the Upgrade was made. “Add-Ons” means additional enhancements and/or additional functionalities for the applicable Services for the respective Subscription Plan purchased by Customer that are made available for purchase, which may be subject to additional Fees.

7.6. Adding Users. Any changes to the number of Users within a certain Account, will restart the Subscription Term for all or some of the Services, and Customer will be billed for the applicable additional Fees at our then-current rates and the Fees already paid by Customer will be reduced from the new additional Fees, unless otherwise agreed in an Order Form in which case Users will be added for the remainder of the Subscription Term on a prorata basis. We will bill Customer upon the Users increase, unless such alternative time is otherwise agreed by us.

7.7. Excessive Usage. We shall have the right, including without limitation where we, at our sole discretion, believe that Customer and/or any of its Users, have misused the Services or otherwise use the Services in an excessive manner compared to the anticipated standard use at our sole discretion (for instance, an excessive number of guests, excessive use of automations, etc.), to offer the Services in different pricing and/or impose additional fees or other restrictions as for the upload, storage, download and/or use of the Services, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.

7.8. Billing. As part of registering, or submitting billing information, to the Services, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorises us (either directly or through our affiliates, including Raconteur or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we (or our affiliates and/or third-parties acting on our behalf) may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company).

7.9. Subscription Auto-Renewal. In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default. Accordingly, unless Customer cancels its Subscription prior to its expiration, which in the case of an annual Subscription, such cancellation notice shall be no less than 30 days prior to its expiration (unless otherwise agreed in writing by Raconteur), the Subscription to the underlying Services will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription, prior to its expiration, at any time through the Account settings or by contacting Raconteur. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.

7.10. Discounts and Promotions. Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of the Subscription to the Services, Raconteur will renew such Subscription to the Services, at the full applicable Fee at the time of renewal.

7.11. Credits. Any credits that may accrue to Customer’s Account for the respective Services, for any reason (“Credits”), will expire and be of no further force and effect, upon the earlier of: (i) the expiration or termination of the applicable Subscription under the Account for which such Credits were given; or (ii) in case such Credits accrued for an Account with Trial Services (as defined below) that was not upgraded to a Subscription Plan, then upon the lapse of 90 days of such Credits’ accrual. Unless specifically indicated otherwise, Credits may be used to pay for the respective Services only and not for any Third Party Services or other payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the Fees and the remainder will be charged from Customer’s respective payment method. Credits shall have no monetary value (except for the purchase of Services under the limited terms specified herein) nor exchange value, and will not be transferable or refundable.

8. Chargeback.

8.1. Chargeback. If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Fees (“Chargeback”), this will be considered as a breach of Customer’s payment obligations hereunder, and Customer’s use of the Services may be suspended, disabled or terminated at Raconteur’s discretion. Customer may not have any further access to the Services in the event of such suspension, disablement or termination, unless Raconteur otherwise enables Customer to resume its access to the Services, at its sole discretion, subject to Customer’s payment of any applicable Fees in full, including any fees and expenses incurred by us and/or any Third Party Services for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under these Terms or applicable law.

9. Trial Services; Beta-testing and Pre-Released Services.

9.1. Trial Services and Free Versions. We may offer, from time to time, part or all of our Services on a free, no-obligation trial and/or in connection with a free Subscription Plan to the Services for a limited duration and with limited functionality (“Trial Services”). The term of the Trial Services shall be as communicated to you within the Services, in an Order Form or separately in writing by Raconteur, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit the Trial Services at any time, with or without notice, and without liability or explanation to you. In respect of the Trial Services, upon termination, we may change the Account web address at any time without any prior written notice.

9.2. Beta-testing and Pre-Released Services. Note that we may offer, from time to time, certain Services or parts thereof as Alpha or Beta versions (“Pre-Released Services”) and we use best endeavours to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.

9.3. Governing Terms of Trial Services and Pre-Released Services. The Trial Services and Pre-Released Services are governed by these Terms, including relevant Specific Services Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) such services are licensed hereunder on an “As-Is”, “With All Faults” “As Available” basis, with no representations and/or warranties, express or implied, of any kind; (ii) the indemnity undertaking by us set forth in Section ‎15.2 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF RACONTEUR, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICES AND THE THIRD PARTY SERVICES), EXCEED US $100. We make no promises that any Trial Services and/or Pre-Released Services will be made available to you and/or generally available.

10. Term and Termination; Suspension.

10.1. Term. These Terms are in full force and effect, commencing upon the Effective Date, until the end of all Subscriptions to the Services underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.

10.2. Termination for Cause. Either Customer or us may terminate the respective Services and these Terms, as applicable, upon written notice, in case that the other party (a) is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; provided, however, that termination by Customer shall apply only with respect to those components of the Services with respect to which the breach has occurred; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

10.3. Termination by Customer. Customer may terminate its Subscription to the Services by canceling the Services and/or deleting the Account, whereby such termination shall not derogate from Customer’s obligation to pay applicable Fees except where such termination is made within the Refund Period. Unless mutually agreed otherwise by Customer and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer’s obligation to pay the Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Fees.

10.4. Effect of Termination of Services. Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s web address. It is Customer’s sole liability to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account, we may continue to store and host it until either Customer or we, at our sole discretion, delete such Customer Data, and during such period, Customer may still be able to make a limited use of the Services in order to export the Customer Data ( “Read-Only Mode”), but note that we are not under any obligation to maintain the Read-Only Mode period, hence such period may be terminated by us, at any time, with or without notice to Customer, and subsequently, the Customer Data will be deleted. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Fees.

10.5. Survival. Section ‎2.6 (Customer Responsibility for Users), ‎3 (Customer Data), ‎5 (Privacy and Security), ‎6 (Third Party Services; Links), ‎7 (Subscription, Fees, Upgrades and Renewal) in respect of unpaid Subscription Fees, ‎9.3 (Governing Terms of Trial Services and Pre-Released Services), ‎10 (Term and Termination; Suspension), ‎11 (Confidentiality), ‎12 (Warranty Disclaimer), ‎13 (Limitations of Liability), ‎15 (Indemnification), ‎19 (Governing Law and Jurisdiction; Class Action Waiver and Arbitration) and ‎20 (General Provisions), and such other sections of these Terms which by their nature are intended to survive, shall survive the termination or expiration of these Terms, and continue to be in force and effect in accordance with their applicable terms.

10.6. Suspension. Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Services, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Services in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Services in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its Users’ breach of the Acceptable Use Policy. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.

11. Confidentiality.

11.1. Confidential Information. In connection with these Terms and the Services (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior to or after the Effective Date (“Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Site, Services, Trial Services and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Services, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.

11.2. Confidentiality Undertakings by the Receiving Party. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.

11.3. Compelled Disclosure. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

12. Warranty Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO REPRESENTATIONS AND/OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

12.1. THE SITES AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS AND/OR WARRANTIES OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.

12.2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR WARRANTIES THAT THE SERVICES AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.

12.3. WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR WARRANTIES (I) THAT OUR SERVICES AND SITES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICES AND/OR THE SITES.

13. Limitation of Liability.

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

13.1. IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION ‎15 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR IN CASE OF A CUSTOMER, ANY OF THE USERS UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, ITS THIRD PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICES), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY), DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

14. Specific Laws; Reasonable Allocation of Risks.

14.1. Specific Laws. Except as expressly stated in these Terms, we make no representations or warranties that your use of the Services is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Services.

14.2. Reasonable Allocation of Risks. You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.

15. Indemnification.

15.1. By Customer. Customer hereby agrees to indemnify, defend and hold harmless Raconteur and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) Customer’s and/or any of its Users’, violation of these Terms or applicable Law; and/or (ii) Customer Data, including the use of Customer Data by Raconteur and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.

15.2. By Raconteur. Raconteur hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorised use of the Services infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (“IP Claim”), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees. Raconteur’s indemnity obligations under this Section ‎15 shall not apply if: (i) the Services (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Services is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations under Section ‎15.1 above. Without derogating from the foregoing defence and indemnification obligation, if Raconteur believes that the Services, or any part thereof, may so infringe, then Raconteur may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Services; (b) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (c) if Raconteur determines that the foregoing remedies are not reasonably available, then Raconteur may require that use of the (allegedly) infringing Services (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Fees paid for the unused portion of the Subscription Term. THIS SECTION ‎15.2 STATES RACONTEUR’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY RACONTEUR AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.

15.3. Indemnity Conditions. The defence and indemnification obligations of the indemnifying party under this Section ‎15 are subject to: (i) the indemnified party promptly providing a written notice of the claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will not relieve the indemnifying party of its obligations under this Section ‎15, except to the extent the indemnifying party’s defence is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defence and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defence and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defence of, or response to, such claim.

16. Third Party Components within Our Services

Our Services includes third party codes and libraries that are subject to third party open source license terms (“Open Source Code” and “Open Source Terms”, respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavours to identify such Open Source Code, within our Services, hence we encourage Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that do not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Services that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes. See Raconteur’s Open Source List here.

18. Modifications.

Occasionally, we may make changes to these Terms for valid reasons, such as adding new functions or features to the Services, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Services or by sending Customer an email. Your continued use of the Services after the changes have been implemented will constitute your acceptance of the changes.

19. Governing Law and Jurisdiction; Class Action Waiver and Mandatory Arbitration.

19.1. Governing Law; Jurisdiction. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Tasmania, Australia without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Tasmania shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. You and us mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Notwithstanding the foregoing, Raconteur reserves the right to seek injunctive relief in any court in any jurisdiction.

19.2. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND RACONTEUR AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Raconteur mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

19.3. Arbitration. To the extent permitted under applicable Law, you and Raconteur hereby irrevocably agree to the following provisions:

19.3.1. Dispute resolution and Arbitration. Any dispute, claim, or controversy between you and us arising in connection with, or relating in any way to, these Terms (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination or expiration of these Terms) will be determined solely by mandatory binding arbitration. In arbitration there is no judge or jury and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms as a court would.

19.3.2. Exception. Notwithstanding clause ‎21.3.1 above, you and both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to seek injunctive relief in a court of law. In addition to the above, notwithstanding clause ‎21.3.1 above, Raconteur may file a suit in a court of law against you to address intellectual property infringement claims.

19.3.3. Arbitration Process Rules. Either you or we may start arbitration proceedings. Any arbitration between you and us will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) then in force (“ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules. The arbitration will take place in Sydney, and shall be conducted in the English language and unless otherwise required by a mandatory law of any jurisdiction, the law to be applied in any arbitration shall be the law of the State of New South Wales, without regard to choice or conflicts of law principles. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.

19.3.4. Special Statute of Limitation. Any arbitration must be commenced by filing a demand for arbitration within 2 years after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits such limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable Law.

19.3.5. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Dispute Notice”). The Dispute Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Dispute Notice is received, you or us may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or us shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Without derogating from the generality of the confidentiality protection under clause ‎19.3.3 above, all documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable Law. Except as required to enforce the arbitrator’s decision and award, neither you nor us shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.

20. General Provisions.

20.1. Interpretations. Any heading, caption or section title contained herein, and/or any explanation or summary columns, is provided only for convenience, and in no way alters and/or amend the provisions within the Terms nor shall it legally bind us in any way. These Terms are written in English, and translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with their English version, the provisions of the English version shall prevail.

20.2. Force Majeure. Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

20.3. Relationship of the Parties; No Third Party Beneficiaries. The parties are independent contractors. These Terms and the Services provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.

20.4. Notice. We shall use your contact details that we have in our records, in connection with providing you notices, subject to this Section ‎20.4. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Services, shall be provided as follows: via the Services, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to Raconteur Operations Pty Ltd. at support@raconteurtech.com.

20.5. Assignment. These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Raconteur, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Services to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and enure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorised under this Section ‎20.5 shall be null and void.

20.6. Severability. These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

2207. No Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

20.8. No Reliance. You acknowledge and agree that you do not rely on, and shall have no remedy in respect of, any statement, warranty and/or representation made (including whether innocently or negligently) by us or any other person on our behalf except as expressly set out in these Terms or an Order Form.

Updates to Terms

These Terms may change from time to time in accordance with their terms. Please check back frequently for updates or subscribe to get notifications about material changes to these Terms.