Ticketed Events Terms & Conditions

This Agreement is between iVvy Pty Ltd ACN 138 782 822 of 54 Siganto Drive, Helensvale 4212 QLD ("iVvy") and you (the "Client"). Dated 13/08/2013.

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, the following terms have these meanings, unless the context requires otherwise:

Agreement

means the agreement created between you and iVvy by this document, and the Client Agreement.

Business Day

means any day other than Saturday, Sunday and Australian public holidays.

Client Agreement

means the document that specifies the inclusions of the Software.

Commencement Date

means the date you accept these terms and conditions on your Client Agreement.

Confidential Information

means any information or material, whether in oral, visual or written form, disclosed by a party to the other party, including the Software Source Code, Object Code, file layouts and interfaces, Documentation, trade secrets, know how, concepts, and information pertaining to the business, plans, forecasts, finances and strategies of a party.

Documentation

means the documentation for and in relation to the Software to be provided to the Client by iVvy under this Agreement.

Equipment

means equipment which iVvy recommends from time to time and which is to be provided by the Client.

Event

means a function, meeting, gathering, convention, concert or other similar gathering.

Fault

means a failure in the normal operation of the Software.

Fault Response Time

means the period of time between a failure in the normal operation of the Software being reported and a response from iVvy acknowledging the report, as specified in Schedule A.

Fees

means the fees described in the accompanying Customer Agreement.

Force Majeure Event

means any occurrence beyond the reasonable control of a party, including forces of nature, industrial action, and government action or inaction.

GST

has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Installation

means the provision to the Client of access to the Software.

Intellectual Property Rights

means all industrial and intellectual property rights world-wide whether protectable by statute, at common law or in equity, including copyright, patents, trade marks, designs, trade secrets, and circuit layout designs.

Licence

means the licence to use the Software referred to in clause 4(1).

Licensed User

means each person including employees, agents, brokers and non-employees of the Client who has access to and is licensed to use the Software.

Merchant Fee

means all costs of processing merchant transactions including bank fees and other third party costs.

Software

means the iVvy software which is to be supplied by iVvy to the Client.

Taxes

means all taxes including excise duties, sales tax, GST, stamp duties, customs duties, payroll taxes, government duties, charges and fees, other than income tax.

Term

means the period beginning on the Commencement Date and ending on the termination of this Agreement.

Third Party

means any person or entity, other than iVvy.

Third Party Software

means any software which is not created or manufactured by iVvy.

1.2 Interpretation

1. Headings are for convenience only and do not affect interpretation.
2. Nothing in this Agreement is to be interpreted against a party solely on the ground that the party put forward this Agreement.
3. Words in the singular include the plural and vice versa; a gender includes all genders; a reference to "dollar" or "$" means Australian dollars.

2. Term

This Agreement will commence on the Commencement Date, and unless terminated in accordance with this Agreement, will continue for the Term.

3. Purpose

1. The Licence to use the Software is strictly for use by the Client in the management and promotion of its event and function management business and may not be used for any other purpose whatsoever.
2. The Client is not entitled to grant any sub-licences.

4. Grant of Licence

1. iVvy grants to the Client a non-exclusive Licence for the Term to use the Software and Documentation for the Purpose, subject to payment of all monies under this Agreement.
2. The Licence to use the Software is non-transferable.

5. Third Party Software

1. The Client acknowledges that Third Party Software may be required and those fees are not specified in this Agreement.
2. All terms, conditions, warranties, undertakings, inducements or representations relating to Third Party Software are excluded. iVvy shall not be liable for any loss or damage in respect of any error, defect or failure of Third Party Software.

6. Licensed Use

6.1 Licensed Users

The Licence applies only to and only permits use by the Licensed Users.

6.2 Prohibited Use

Unless otherwise permitted, the Client must not:

1. Reverse-engineer or attempt to reverse-engineer the Software or any part of the Software.
2. Attach, operate or otherwise interface any software with the Software and/or the Equipment without the prior written consent of iVvy.

7. Proprietary Rights

The Client acknowledges that the Licence does not involve the transfer of any proprietary rights in the Software, and will take all steps to protect iVvy's Intellectual Property Rights.

8. Investigation of Faults

1. iVvy will analyse the cause of the suspected Fault and determine if the suspected Fault is a Fault, and if so, will issue the Client a Fault reference number.
2. iVvy will use its reasonable commercial endeavours to meet the Fault Response Times.
3. iVvy will not provide Fault rectification where the cause of the Fault is not as a result of the Software itself.
4. If a reported Fault is determined to be user error, the Customer agrees to pay iVvy the Hourly Rate for investigation and/or rectification.

9. Invoicing and Payment

9.1 General

The Client must pay iVvy the Fees in advance and otherwise as required by the Customer Agreement.

9.2 Fees Payable are Exclusive of Taxes

All fees, costs and payments due under this Agreement are expressed exclusive of any Taxes or duty which may be payable, and any Taxes or duty must also be paid in full by the Client.

9.3 Annual Subscription Fee

The annual subscription fee will be subject to increase, on each anniversary of the commencement date, in accordance with movements in the Consumer Price Index (All Groups) for all Capital Cities, capped at a maximum annual increase of 4%.

9.4 Invoicing and Payment

1. iVvy will invoice the Client for the Fee in advance or as the service is utilised.
2. The Client must pay each invoice within 7 days of the date of the invoice.
3. The Client agrees to make all payments by direct debit or credit card pre-authorisation and authorises iVvy to debit all Fees and other monies due.

9.5 Collecting Payments

1. Where iVvy collects payments on behalf of the Client, the Client authorises iVvy to remit payment less the Fee, Merchant Fee, and any other monies outstanding.
2. If an Event is cancelled, the Fee and Merchant Fee remain payable and no refund is applicable.
3. There are no refunds on the Fees for deleted or cancelled attendees.

9.6 Non-Payment and Interest

1. If any Fee remains unpaid for more than 7 days past the due date, iVvy may suspend performance of all or any of its obligations.
2. iVvy may charge interest on unpaid amounts at the rate set by Westpac Banking Corporation for overdraft facilities for amounts in excess of $100,000.

10. Intellectual Property

The Client acknowledges that all Intellectual Property Rights in iVvy's Confidential Information, the Software and the Documentation vest exclusively in iVvy. Any works developed by the Client using the Software are assigned to iVvy, including all copyright and proprietary rights.

11. Warranties and Indemnity

11.1 Client Warranties

The Client warrants that for the duration of this Agreement it will:

• Operate the Software only in accordance with iVvy operating instructions and Documentation.
• Not authorise any person other than iVvy to access the Software.
• Promptly notify iVvy of any malfunctions or problems.
• Not infringe iVvy's Intellectual Property Rights.
• Maintain up-to-date backup copies of its data.

11.2 iVvy's Warranties

iVvy warrants that for the duration of this Agreement:

• It has the right and authority to enter into this Agreement.
• It will provide the Documentation to enable the Client to make proper use of the Software.
• Each item of Software will operate in accordance with the Documentation.
• It will exercise all due care and skill in the provision of any services.

11.3 Indemnity by iVvy

iVvy must at all times indemnify and hold harmless the Client from and against all costs, expenses, losses and damages arising out of an infringement of a third party's Intellectual Property Rights by iVvy.

12. Liability

In no event will either party be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including lost profits, loss of data, and opportunity costs).

Statutory warranties apply where this Agreement is a supply of goods or services to a consumer as defined in the Trade Practices Act 1974 or any similar State or Territory Act. This clause survives termination of this Agreement.

13–14. Confidential Information

Both parties acknowledge the confidential nature of information exchanged under this Agreement. Each party must keep the other's Confidential Information strictly confidential, not disclose it without prior written consent, and only use it for the purposes of performing obligations under this Agreement.

These obligations do not apply to information already publicly available or required to be disclosed by law. Confidentiality obligations survive termination of this Agreement.

15. Termination

15.1 Termination by Either Party

Either party may terminate with 30 days written notice if the other party:

• Breaches a material term that is not capable of remedy.
• Breaches a material term and does not remedy it within 30 days of notice.
• Becomes subject to any form of insolvency administration.
• Ceases or threatens to cease conducting business in the normal manner.

15.2 Suspension

iVvy may suspend the Client's access to the Software without notice if any amount remains unpaid for 7 or more days.

15.3 Software on Termination

On expiry or termination, the Client's access to the Software and Documentation will immediately cease.

16. Force Majeure

If a party is affected by a Force Majeure Event, obligations are suspended to the extent affected. The affected party must use best endeavours to overcome the effects. If a Force Majeure Event continues for more than 60 days, the other party may terminate with at least 5 Business Days' notice.

17. Disputes

1. If there is a dispute, responsible officers of each party must meet within 10 Business Days and use all reasonable endeavours to resolve it.
2. If not resolved, the dispute must be escalated to the Managing Director or Chief Executive Officer of each party.
3. If submitted to an independent expert, determinations are binding and not subject to appeal (except for manifest error or fraud).

18. General Provisions

• GST: Amounts will be increased so the net amount retained after GST payment is the same as if no GST was payable.
• Assignment: iVvy may transfer any of its rights and liabilities under this Agreement.
• Notices: Must be signed, addressed, and may be delivered in person, by post, or by facsimile during business hours.
• Waivers: Failure to exercise any right does not operate as a waiver.
• Severability: Any invalid provision is invalid only to that extent, without affecting other provisions.
• Governing Law: This document is governed by the laws of the State of Queensland.
• Use of Trademark: The Client authorises iVvy to use the Client's trade marks on a non-exclusive basis for the Term for promotional purposes.

Schedule A – Service Levels

Fault Type	Response Time
Critical Fault – A large element of Software users are unable to complete an essential business function. Resolution target: 75% within 4 working hours.	Acknowledgement within 1 hour of receipt. Report by telephone.
High Priority Fault – Large groups of users are impeded but a workaround exists. Resolution target: 75% within 8 working hours.	Acknowledgement within 3 hours of receipt. Report by telephone.
Medium Priority Fault – A small number of individuals are impeded. Resolution target: 75% within 2 working days.	Acknowledgement within 6 hours of receipt. Report by ticket.
Low Priority Fault – An individual is impeded in a non-essential activity or a temporary workaround exists. Resolution target: 75% within 5 working days.	Acknowledgement within 24 hours of receipt. Report by ticket.