• Home

• Products

  • Overview
  • Sales Force Automation
  • Campaign Management
  • Call Centre and Telemarketing
  • Business SMS
  • EZDB
  • Product Comparison

• Services

  • Services
  • Training & Support

• Customers

• Library

  • Articles
  • Case Studies
  • FAQs

• Company

  • About Us
  • Contact Us

• News

• Partners

SPAIR CORPORATION SC-CUSTCENTRIC TERMS OF SERVICE

IMPORTANT - READ THIS AGREEMENT CAREFULLY: THIS SPAIR CORPORATION SC-CUSTCENTRIC TERMS OF SERVICE (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND ANY COMPANY YOU REPRESENT (COLLECTIVELY, "CUSTOMER") AND SPAIR CORPORATION REGARDING SPAIR CORPORATION SC-CUSTCENTRIC SERVICE ("SC-CUSTCENTRIC") AND RELATED PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY BEFORE CONTINUING REGISTRATION. BY SELECTING "I ACCEPT", YOU AND ANY COMPANY YOU REPRESENT AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT "I DECLINE" OPTION AND MAY NOT USE THE SC-CUSTCENTRIC SERVICE.

1. License Grants.

Subject to the terms and conditions of this Agreement, Spair Corporation grants to Customer during the Term of this Agreement the nontransferable, nonexclusive worldwide right to permit Users to (a) use SC-CustCentric, (b) print and display the Content, and (c) use the Service References solely in connection with SC-CustCentric, all solely for Customer's own internal business operations, provided such operations shall not include commercial time-sharing, rental, outsourcing or service bureau use. The rights granted to Customer in this Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Customer authorises to access SC-CustCentric shall not exceed the number of User licenses Customer has purchased, as evidenced in Service Order Form(s); (ii) User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are no longer permitted to access SC-CustCentric; (iii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make SC-CustCentric or the Service References available to any third party other than an authorized User; (iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of SC-CustCentric or Service References or access SC-CustCentric or Service References in order to build a similar or competitive product or service; (v) Customer shall not create Internet "links" to SC-CustCentric or "frame" or "mirror" any part of SC-CustCentric, including any Content contained in SC-CustCentric, on any other server or device, in any manner that permits unauthorized use of SC-CustCentric; (vi) except as expressly stated herein, no part of SC-CustCentric or Service References may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vii) Customer shall not disclose any review of the Spair Corporation Software or SC-CustCentric, including but not limited to the results of any performance tests, to any third party without Spair Corporation's prior written approval; (viii) Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing SC-CustCentric; (ix) Customer acknowledges and agrees that Spair Corporation or its Third Party Suppliers shall own all right, title and interest in and to all intellectual property rights (including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof) in SC-CustCentric and the Service References and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to SC-CustCentric or the Service References; (x) unauthorized use, resale or commercial exploitation of any part of SC-CustCentric or Service References in any way is expressly prohibited; (xi) Customer does not acquire any rights in SC-CustCentric or Service References, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer are reserved by Spair Corporation; and (xii) this Agreement is not a sale and does not convey any rights of ownership in or related to SC-CustCentric or Service References to Customer.

2. Licenses from Customer.

Subject to the terms and conditions of this Agreement, Customer grants to Spair Corporation and its Third Party Suppliers the non-exclusive, worldwide right to use, copy, transmit and display (a) Customer Data solely to the extent necessary to provide SC-CustCentric and Service References to Customer, and (b) any trademarks that Customer provides Spair Corporation for the purpose of including them in Customer's user interface of SC-CustCentric ("Customer Trademarks"). Customer acknowledges and agrees that Customer Data and information regarding Customer and Customer's Users that is provided to Spair Corporation and its Third Party Suppliers in connection with this Agreement may be (a) processed by Spair Corporation and its Third Party Suppliers in accordance with the Spair Corporation Privacy Policy, as may be amended from time to time, the current version of which is available at http://www.spaircorp.com.au/privacy.jsp and (b) transferred outside of the country or other jurisdiction where Customer and Customer's Users are located. In addition, Customer acknowledges and agrees that it is Customer's obligation to inform Customer's Users and customers of the processing of Customer Data and information regarding Customer and Customer's Users pursuant to this Agreement and to ensure that such Users and customers have given their consent to such processing as required by all applicable data protection legislation. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and information regarding Customer and Customer's Users.

3. Third Party Suppliers.

All materials and services provided through SC-CustCentric, as well as any Service References, including but not limited to information, documents, products, logos, graphics, sounds, images, software, and consulting, training or technical support services are provided either by Spair Corporation or by its respective third party manufacturers, authors, developers, vendors, and service providers ("Third Party Suppliers") and are the copyrighted work of Spair Corporation and/or its Third Party Suppliers. Except where expressly provided otherwise by Spair Corporation, nothing in SC-CustCentric, the Service References, or the Agreement shall be construed to confer any license to any of Spair Corporation's or any Third Party Supplier??s intellectual property rights, whether by estoppel, implication, or otherwise. Spair Corporation reserves the right to subcontract any or all services provided hereunder to third parties.

4. Trial Use.

If Customer has registered on line and selected the option for Trial Use, the following terms shall apply to all products or services (including but not limited to SC-CustCentric) identified as "trial" or "evaluation" products or services (or similar designation) (collectively, the "Trial Offerings"): (a) Customer shall have the right to authorize a maximum of five (5) Users to access the Trial Offerings; (b) Customer's right to use the Trial Offerings shall automatically terminate thirty (30) days after Customer chooses the "I Accept" option; (c) Customer acknowledges and agrees that Spair Corporation has the right to use routines such as time bombs or other devices that are designed to disable, deactivate, or otherwise electronically terminate Customer's access to the Trial Offerings at the end of the period of trial or evaluation use; and (d) Spair Corporation shall have no obligations whatsoever under Section 9 ("Representations and Warranties") or Section 12 ("Indemnities") with respect to the Trial Offerings.

5. Billing and Payment.

Except as otherwise provided in a Service Order Form, Customer agrees to pay in advance for use of SC-CustCentric. Fees for other services will be due and payable as set forth in the Service Order Form. All fees under this Agreement are nonrefundable. Spair Corporation's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, even if such taxes are not listed on a Service Order Form, excluding only Federal or State taxes based solely on Spair Corporation's net income. Customer agrees to provide Spair Corporation with valid credit card or approved purchase order information and complete and accurate billing and contact information as a condition to purchasing any products or services hereunder, and Customer agrees to update this information promptly and no less than 30 days after any change to it. Except as otherwise provided in a Service Order Form, Spair Corporation reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail as set forth in Section 15 below. If Customer provides credit card information to Spair Corporation, Customer authorizes Spair Corporation to bill such credit card at the time that Customer orders any products or services and at the time of any renewal, for (a) the amount charged for the Initial Term (as defined in Section 6), as indicated on the Service Order Form, (b) any other products or services that Customer purchases under this Agreement, as indicated on a Service Order Form, and (c) in the event of a renewal as provided in Section 6 ("Term and Termination"), the amount charged for any renewal term(s). If Spair Corporation, in its discretion, permits Customer to make payment using a method other than a credit card, Spair Corporation will invoice Customer at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period, and all amounts invoiced shall be due within 30 days of the date of the invoice. Customer's account will be considered past due if payment in full is not received on or before the date that the payment is due, as set forth herein. If Customer believes that any invoice is incorrect, Customer must contact Spair Corporation in writing within 30 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

6. Term and Termination.

Except as otherwise provided in a Service Order Form, this Agreement becomes effective, and the Initial Term shall begin, upon earlier of (1) Customer's first acceptance of these terms and conditions by choosing the "I Accept" option or (2) Customer's agreement to these terms and conditions in a Service Order Form or otherwise ("Effective Date"). The Initial Term of this Agreement will be the term of SC-CustCentric or other product or services offerings as set forth on the Service Order Form. This Agreement, including Customer's subscription to SC-CustCentric, will renew upon Customer's payment of the applicable subscription renewal fees, for a renewal term equal in duration to the previous Term, upon the expiration of the Initial Term or any renewal term. Except as otherwise provided in a Service Order Form, renewal charges will be equal to the then-current number of User licenses that have been purchased times the then-current User license fee in effect at the time of renewal. In the event of any breach of this Agreement by either party, other than Customer's failure to make payment as set forth herein, the non-breaching party shall have the right to terminate this Agreement for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail and, if Spair Corporation is the non-breaching party, Spair Corporation may terminate Customer's password, account, access to or use of SC-CustCentric. Notwithstanding the foregoing, Spair Corporation reserves the right, in its discretion, to suspend or terminate this Agreement or Customer's password, account, access to or use of SC-CustCentric if any payment on Customer's account becomes past due. Customer will continue to be charged for User licenses during any period of suspension. If either party initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account. Customer agrees that Spair Corporation may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees. Spair Corporation reserves the right to impose a reasonable reconnection fee in the event Customer's access to SC-CustCentric is suspended due to delinquency or other breach of this Agreement by Customer and Customer thereafter requests access to SC-CustCentric. Customer agrees and acknowledges that Spair Corporation has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Customer's account is 30 days or more past due. The following provisions shall survive any termination of this Agreement: Section 6, 10, 11, 13, 18, and 19. Upon termination of this Agreement for any reason, Customer's right to access or use Customer Data through SC-CustCentric immediately ceases. At Customer's request upon termination of this Agreement, provided Customer is not in breach of the Agreement, Spair Corporation will make available to Customer a file of the Customer Data then in its possession. After a period of 30 days after such termination, Spair Corporation shall have the right to delete the Customer Data without obligation to maintain or forward any Customer Data. Customer agrees that the license to Customer Data shall survive termination of this Agreement to the extent necessary for Spair Corporation to retain Customer Data as set forth herein. Spair Corporation reserves the right to withhold, remove and/or discard Customer Data immediately upon notice to Customer in the event of any breach of this Agreement by Customer, including, without limitation, non-payment.

7. Links to Third Party Web Sites.

SC-CustCentric may include links to web sites controlled by parties other than Spair Corporation. Customer may, at its option, enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors other than Spair Corporation through SC-CustCentric. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is governed solely by the terms between Customer and the applicable third-party. Spair Corporation shall have no liability or obligation for, and does not endorse or accept any responsibility for, the contents or use of third party web sites or any transactions completed with third parties. Spair Corporation is providing these links to Customer only as a convenience, and the inclusion of any link does not imply endorsement by Spair Corporation of the linked web site, notwithstanding the inclusion on such site of the trademarks of Spair Corporation or its Third Party Suppliers. It is Customer's responsibility to take precautions to ensure that whatever materials Customer selects for Customer's use is sufficient for Customer's purposes and is free of viruses or other items of a destructive nature.

8. Training and Support.

Spair Corporation or its Third Party Suppliers shall provide Training and Support pursuant to its then-current Training and Support Policy. Customer agrees to comply with the terms of the then-current Training and Support Policy. Spair Corporation shall have the right to modify the Training and Support Policy at any time in its sole discretion by placing a copy of the updated Training and Support Policy on the Spair Corporation web site. The current Training and Support Policy is available at http://www.spaircorp.com.au/training.jsp

9. Representations & Warranties.

Each party represents and warrants that it has the power and authority to enter into this Agreement. Spair Corporation represents and warrants that (a) it will provide SC-CustCentric in a manner consistent with generally accepted industry standards, (b) SC-CustCentric will perform substantially in accordance with its online documentation under normal use and circumstances, and (c) the Services will be performed in a manner consistent with generally accepted industry standards. Customer represents and warrants that Customer has not falsely identified itself or its corporate entity nor provided any false information to gain access to SC-CustCentric and that all credit card and other billing information that Customer has provided is correct.

10. Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9 ABOVE, SPAIR CORPORATION AND ITS THIRD PARTY SUPPLIERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO SC-CUSTCENTRIC, THE SERVICE REFERENCES, AND THE SERVICES INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF SERVICE, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. SPAIR CORPORATION AND ITS THIRD PARTY SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF SC-CUSTCENTRIC, THE SERVICE REFERENCES, OR THE SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING SC-CUSTCENTRIC, THE SERVICE REFERENCES, OR THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPAIR CORPORATION AND ITS THIRD PARTY SUPPLIERS DO NOT REPRESENT OR WARRANT THAT (A) SC-CUSTCENTRIC OR SERVICE REFERENCES WILL MEET CUSTOMER'S REQUIREMENTS; (B) SC-CUSTCENTRIC OR SERVICE REFERENCES WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA; (C) SPAIR CORPORATION AND ITS THIRD PARTY SUPPLIERS WILL BE ABLE TO PREVENT THIRD PARTIES FROM ACCESSING CUSTOMER DATA OR CUSTOMER'S CONFIDENTIAL INFORMATION, (D) THE OPERATION OR USE OF SC-CUSTCENTRIC OR SERVICE REFERENCES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (E) ANY ERRORS WILL BE CORRECTED; (F) ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE, (G) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL CUSTOMER PURCHASES OR OBTAINS THROUGH SC-CUSTCENTRIC WILL MEET CUSTOMER'S REQUIREMENTS; OR (H) SC-CUSTCENTRIC, SERVICE REFERENCES, OR THE SYSTEMS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER ACKNOWLEDGES THAT NEITHER SPAIR CORPORATION NOR ITS THIRD PARTY SUPPLIERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT SC-CUSTCENTRIC AND SERVICE REFERENCES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SPAIR CORPORATION IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY SPAIR CORPORATION, SC-CUSTCENTRIC, SERVICE REFERENCES, AND ALL CONTENT, INCLUDING BUT NOT LIMITED TO THE SPAIR CORPORATION SOFTWARE, ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS, AND ARE FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER SC-CUSTCENTRIC, SERVICE REFERENCES AND ALL CONTENT IS ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSES.

11. Limitation of Liability.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY OR THE THIRD PARTY SUPPLIERS EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY OR THE THIRD PARTY SUPPLIERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE SC-CUSTCENTRIC, OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN SC-CUSTCENTRIC, THE SERVICE REFERENCES, OR THE SERVICES, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY SUPPLIER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 11 SHALL NOT APPLY IN THE EVENT OF CUSTOMER'S BREACH OF SECTION 1, TO EITHER PARTY'S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 12 BELOW, OR IN THE EVENT OF EITHER PARTY'S BREACH OF SECTION 13 BELOW.

12. Indemnities.

Customer shall defend and indemnify Spair Corporation and its Third Party Suppliers against any and all claims, costs, damages, losses, liabilities and expenses (including solicitors?? fees and costs) finally awarded against Spair Corporation and its Third Party Suppliers by a court of competent jurisdiction arising out of or in connection with a claim by a third party (i) alleging that the Customer Data or the Customer Trademarks, or any use thereof, infringes the rights of, or has caused harm to, a third party, or (ii) arising out of Customer's breach of Section 14; provided that Spair Corporation and/or its Third Party Suppliers (i) promptly give written notice of the claim to Customer; (ii) give Customer sole control of the defence and related settlement negotiations; (iii) provide to Customer, at Customer's request and expense, all available information and assistance necessary to perform Customer's obligations under this paragraph. Spair Corporation shall defend and indemnify Customer against any and all claims, costs, damages, losses, liabilities and expenses (including solicitors?? fees and costs) finally awarded against Customer by a court of competent jurisdiction arising out of or in connection with a claim by a third party alleging that the Spair Corporation Software directly infringes a patent, copyright, or trademark or misappropriates a trade secret of a third party; provided that Customer (i) promptly give written notice of the claim to Spair Corporation; (ii) give Spair Corporation sole control of the defence and related settlement negotiations; (iii) provide to Spair Corporation, at Spair Corporation's request and expense, all available information and assistance necessary to perform Spair Corporation's obligations under this paragraph. Spair Corporation shall have no indemnification obligation or other liability for any claim of infringement arising from (a) use of the Spair Corporation Software other than in accordance with this Agreement; (b) the combination of the Spair Corporation Software with any other products, service, hardware or business process(s); or (c) any Content or third party software products. If the Spair Corporation Software or any portion of SC-CustCentric is held to infringe or may be infringing, Spair Corporation shall have the option, at its expense, to (x) replace or modify the Spair Corporation Software or SC-CustCentric to be non-infringing, (y) obtain a license for Customer to continue using the Spair Corporation Software or SC-CustCentric, or (z) terminate SC-CustCentric or this Agreement and refund any prepaid unused fees for SC-CustCentric. This Section 12 states Spair Corporation's entire liability and Customer's exclusive remedy for any claim of infringement.

13. Confidential Information.

Each party may have access to information that is confidential to the other party ("Confidential Information"). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Customer's Confidential Information shall include, but not be limited to, Customer Data. A party's Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party's Confidential Information. The parties agree to use all reasonable care to prevent disclosure of the other party's Confidential Information to any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that Spair Corporation may disclose Customer's Confidential Information to its Third Party Suppliers solely to the extent necessary to provide products or services under this Agreement, provided that Spair Corporation has a non-disclosure agreement in place with such Third Party Supplier that protects such Confidential Information against disclosure in a manner no less protective than this Agreement. This Section 13 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential Information (the "responding party") shall first have given sufficient and prompt written notice to the other party of the receipt of any subpoena or other request for such disclosure; and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. Notwithstanding the foregoing obligation of the responding party, nothing in this Section 13 shall limit or restrict the ability of the other party to act on its own behalf and at its own expense to prevent or limit the required disclosure of Confidential Information. This Section 13 constitutes the entire understanding of the parties and supersedes all prior or contemporaneous agreements, representations or negotiations, whether oral or written, with respect to Confidential Information.

14. Customer's Responsibilities.

Customer agrees to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with use of SC-CustCentric, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. Customer will ensure that any use of SC-CustCentric by Customer's Users is in accordance with the terms of this Agreement. Customer agree to notify Spair Corporation immediately of any unauthorised use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Content. If Customer uses SC-CustCentric from locations other than the location from which Spair Corporation controls and operates SC-CustCentric, Customer is solely responsible for compliance with all applicable laws including but not limited to the export and import regulations of other countries. Any unauthorized use of SC-CustCentric may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. SC-CustCentric may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

15. Notices.

Spair Corporation may give notice by means of a general notice on SC-CustCentric, electronic mail to Customer's e-mail address on record in Spair Corporation's account information, or by written communication sent by first class mail or pre-paid post to Customer's address on record in Spair Corporation's account information. Such notice shall be deemed to have been given two days after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending by email or posting to SC-CustCentric. Customer may give notice to Spair Corporation at any time by any of the following: letter sent by confirmed facsimile to Spair Corporation at the following fax numbers to the attention of Legal Affairs: fax number +61 3 9386 6878; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Spair Corporation at the following address to the attention of Legal Affairs: Spair Corporation Pty. Ltd., 68-72 York Street, South Melbourne, Victoria 3205, Australia. Such notice shall be deemed to have been given two days after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by confirmed facsimile).

16. No Assignment.

Customer may not assign this Agreement without the prior written approval of Spair Corporation. Any purported assignment in violation of this section shall be void.

17. Modification to Terms.

Spair Corporation reserves the right to change the terms and conditions of this Agreement or its policies relating to SC-CustCentric at any time upon thirty days notice to Customer. Customer's continued use of SC-CustCentric after any such changes shall constitute Customer's consent to such changes.

18. General provisions.

Any action related to this Agreement will be governed by and construed in accordance with the laws of the State of Victoria, Australia. No choice of law rules of any jurisdiction will apply. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or SC-CustCentric shall be subject to the exclusive jurisdiction of the Courts of Victoria, Australia. This Agreement, together with any applicable Service Order Form, represents the parties' entire understanding relating to the use of SC-CustCentric and supersedes any prior or contemporaneous, conflicting or additional, communications. No text or information set forth on any other purchase order, preprinted form or document (other than a Service Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. It shall not be deemed a default hereunder and neither party shall be liable for a failure to perform hereunder arising from causes or events beyond the reasonable control of such party including, but not limited to, labor disputes of any kind, acts of God, floods, fires, explosions or storms, transportation difficulties, war, terrorism, or any rule or action of any court, instrumentality or agency of federal or state or local government. No joint venture, partnership, employment, or agency relationship exists between Spair Corporation and Customer as a result of this Agreement or use of SC-CustCentric. The failure of Spair Corporation to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Spair Corporation in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defence of that controversy or dispute. In the event of a non-adjudicative settlement of litigation between the parties or a resolution of dispute by arbitration, the term "prevailing party" shall be determined by that same process. Spair Corporation reserves the right to assign its right to receive and collect payments hereunder. Any rights not expressly granted herein are reserved by Spair Corporation.

19. Definitions

A. "Content"

means the audio and visual information, documents, products and services contained or made available to Customer in the course of using SC-CustCentric, excluding software products.

B. "Customer Data"

shall mean any data, information or other materials, provided to Spair Corporation by Customer in the course of using SC-CustCentric, excluding identification and other information concerning Customer and Customer's Users.

C. "Training and Support Services"

shall mean the Services provided by Spair Corporation or Third Party Suppliers pursuant to Spair Corporation's then-current Training and Support Policy.

D. "Service References"

shall mean any materials provided or disclosed to Customer by Spair Corporation or a Third Party Supplier (1) in the course of performing Services other than SC-CustCentric, or (2) in the course of providing web seminars in which Customer or Customer's Users enrol.

E. "Service Order Form(s)"

means the document confirming Customer's subscription for SC-CustCentric and any related products or Services, in either electronic or written form. The Service Order Form will specify the number of Users, term of the subscription, the applicable fees, the billing period, and other terms. Each such Service Order Form shall be incorporated into and become a part of this Agreement;

F. "Services"

shall mean all services provided by Spair Corporation or Third Party Suppliers under this Agreement, including but not limited to Training and Support Services, but does not include SC-CustCentric.

G. "Spair Corporation"

means Spair Corporation Pty. Ltd., an Australian company, having its principal place of business at 68-72 York Street, South Melbourne, Victoria 3205, Australia, and all of its affiliates and subsidiaries worldwide;

H. "SC-CustCentric"

means the online customer relationship management, data analysis, and other subscription services identified as such during the ordering process, including the Spair Corporation Software, the Content and the third party software products provided as part of such services, operated and maintained by Spair Corporation or its subsidiaries or contractors, accessible via a designated web site or IP address provided to Customer by Spair Corporation, to which Customer is being granted access under this Agreement;

I. "Spair Corporation Software"

means Spair Corporation's proprietary software and user interfaces made available to Customer by Spair Corporation as part of SC-CustCentric;

J. "User(s)"

means Customer's employees, representatives, consultants, contractors or agents who are authorized to use SC-CustCentric and have been supplied user identifications and passwords by Customer or on Customer's behalf;

K. "You" or "Customer"

means the individual or legal entity, its directors, officers, affiliates, agents, and employees, as identified in the Service Order Form.