Terms and Conditions

Application

Binder is a proprietary browser based platform with an optional lightweight desktop application delivering enhanced functionality (“Binder Tools”). Binder has a range of functionality including secure messaging, document and file storage and sharing, jurisdiction selection, on-line collaboration, access permissions, work flow functionality and information management.

The term "Binder Application" applies to each and every copy, version, edition, upgrade or variation of Binder, whether published or non-published, web based, on a computer, mobile or digital device, in private, beta or release edition.

The specific attributes and functionality of Binder are set out on our website, at http://binder.works/feature-list ("Binder Services"). The term, "Binder Services" includes any and all versions and updates of the Binder Application, all enhancements, plug-ins and developments which together provide the range of functionality promoted and allowed through the Binder Application and/or the Binder website.

The use of Binder by the user is subject to, and is conditional upon the Terms and Conditions set out in this document, and to the Binder Privacy Policy which is available for review at http://binder.works/terms/binder/.

Contract

By accessing or using the Binder Services, including downloading, delivering or storing files through Binder, youacknowledge that you agree to be bound by these Terms and Conditions, whether or not you have registered an Account.

If you are using Binder as a representative or agent of a company or any other incorporated entity or association, your use of Binder is evidence of the fact that you represent that you have authority and power to bind that entity, and that these Terms and Conditions apply to that corporate entity, and its use by the entity, or by an employee or agent of the entity, is on the basis that it is bound by these Terms and Conditions.

User and invited user

To be a User you must have a Binder Subscription that is current or be an employee, agent, owner, officer, consultant or a person in any capacity who has the right to use a Binder subscription other than as an Invited User.

An Invited User is a third party invited by a User to access information on a Users Subscription. An Invited User may have limited or reduced access.

Binder Account

To be able to have full access to the Binder Application and use the Binder Services, a User must, either directly or through an authorised and consented third party, register or create a subscription ("Binder Subscription" or "Account") or, if not a User, be invited ("Invited User") to access and use their Account. A Binder Subscription is created by the User providing the requested information, including a choice of Binder plan and, if required by the plan selected, establishing a permitted payment method.

In jurisdictions which provide for a minimum age for entering into such arrangements, by the act of registering and establishing payment for the Binder Subscription, the User or Invited User represents and covenants that he/she has satisfied such requirement.

In the registration process, a User must provide necessary information which needs to be accurate and correct including a User name and password. ("User Account Information" or "Account Information"). A User also warrants that they will keep such Account Information updated, current and correct.

Binder will not be liable to a User or Invited User for any failure in respect of any Binder Services, notification or notice due to, or in any way related or caused by, any incorrect, inaccurate or outdated Account Information.

Binder may verify, or cause inquiries to be made by or of any party, any Account Information. Binder reserves the right to suspend or terminate any Binder Subscription if any Account Information provided at any time is inaccurate, not current, or incomplete.

A User's account will be active if their subscription is current and is not dependent on whether they have accessed or used any Binder Service within a specific time. A User can have periods of inactivity and still maintain a current Account.

Payment

A User is entitled to use any Binder Service by:

1.     Creating a Binder Subscription or Account,

2.     Arranging an appropriate payment method as nominated or specified by Binder for the relevant Binder Services selected by it. Such payment method may consist of an initial and then recurrent payments/charges, usage and/or data storage fees as may from time to time be specified on https://Binder.com.au.

A User agrees to accept liability for all charges applicable for the relevant Binder Services, and to pay all account charges at the prices then stated in the Binder Pricing at https://Binder.com.au/pricing

The User will be responsible for all applicable taxes and other fees that accrue in relation to the use of, and payment for, the Binder Services.

Binder may charge to the payment method selected by the User for the Account all fees for the Binder Services, and all or any additional charges, fees and taxes that are payable by the User.

Should Binder agree to establish a Corporate, Sponsored Account or to issue credit vouchers for Binder Services the Account or voucher will have the relevant terms and conditions set out in the account application, invoice or voucher.

All fees and charges are non-refundable, other than as expressly provided in the Terms and Conditions relating to the particular Account. A User accepts responsibility for all charges and fees payable in respect to their Account.

Unless terminated or cancelled, as provided for in these Terms and Conditions, charges for Binder Services will be automatically debited to your account/selected payment method for successive renewal periods at the then-current, standard published rates unless otherwise agreed.

The amount to be charged may vary from the amount you pre-authorised if you qualify for any rebate, discount or membership reward implemented by Binder or upgrade to another Binder Service, select additional modules, features or storage options or due to the imposition or change in the amount of any

applicable GST, VAT, Sales, or other taxes. You authorise Binder to vary the amount charged to your selected payment method to reflect the appropriate and correct charges for the Binder Services.

Binder may offer free trial subscriptions ("Free Trial") to new customers, during which a user may use specific Binder Services for the period and on the terms outlined in the Free Trial offer.

If a new customer has enrolled in a Free Trial and has provided a payment method, upon the end of the Free Trial period, unless the subscription is cancelled prior to the end of the Free Trial, or Binder is otherwise notified in accordance with the terms of such offer, the payment method will be charged the applicable recurring subscription fee, and all other amounts payable under these Terms and Conditions, until cancellation of the Binder Service.

If a user under a Free Trial is incorrectly charged with a subscription fee, they may request, by contacting Binder as provided in this document that it be reviewed and, if appropriate, credited back at the discretion of Binder.

Changes to Subscription

A User may make changes to a subscription (including cancellation or variation to the selected Binder Services) at any time through the method or methods provided on https://Binder.com.au

Termination and Cancellation

After a 30-day free trial of Binder, if an Account does not move to the paid subscription of Binder access permissions will expire after 30 days, and if the Account isn’t updated to a paid subscription in 3 months all data will be deleted.

If an Account is outstanding for more than 30 days there will be a payment reminder and warning. If payment is not received in another 30 days permission settings will cease. At 90 days unpaid all data will be deleted.

An Account will become inactive upon non-payment of the subscription. Upon an Account becoming non­active Binder will advise the User within 14 days.

In the event that an Account has become inactive, Binder will advise the User their Account is no longer active and give 14 days from such notice for the User to reactivate their Account by paying the subscription or, within that time, to retrieve or remove their files/data from Binder.

A User will not be able to upload any new files to Binder at any time their Account is not active.

An Account will automatically terminate in the event of non-currency, due to non-payment of the subscription for more than 14 days.

A User may cancel a subscription:

1.    For a User with a selected 1 month payment period - by cancelling within 7 days of the beginning of the monthly term, the subscription will not be renewed after the then-current term expires.

2.    For a User with a selected 12 month payment period - by cancelling within fourteen (14) days of the beginning of the annual term.

On cancellation within the periods stated above, Binder will refund to the User 50% of the subscription fees paid for the then current term in which the cancellation notice was properly made.

If a User does not cancel a subscription as provided above, but cancels their subscription, Binder will not make any refund of any portion of the subscription fee paid for the relevant subscription period, but the Account will remain active for the remainder of the term paid for, and will then be cancelled.

By a User's non-termination and/or continued use of the Binder Services the User remains liable for the relevant charges, and Binder is authorised to continue to charge the appropriate fees through the selected payment method.

If you breach any terms of these Terms and Conditions the license granted to you by Binder under these Terms and Conditions will terminate without the requirement of formal notice. In such event Binder will not be liable to refund any fees and a User will remain liable for all amounts then due under the subscription.

Password

A User is responsible for selecting a password which meets the requirements for a strong password, and is responsible for taking all appropriate, prudent and necessary actions for safeguarding any and all passwords.

A password must not be disclosed to any third party. A User is responsible for all and any use of the Binder Application and/or Binder Services under their name and through the use of their password - whether authorised or unauthorised.

If a User becomes aware of any unauthorised use of their password, they must take all necessary steps to reset their password. Safekeeping and protecting the password is the responsibility of the User and Binder has no responsibility for any unauthorised use of a password nor does it have any obligation to take action to protect any User Data due to unauthorized password use.

Licence

The User is granted a licence to download and install a copy of any Binder Application for which the User has validly subscribed and is entitled to use, onto any computer that the User is entitled to use, including mobile devices. Such licence allows the User to run the relevant Binder Application for the services attributable to that version, including sharing files with Third Parties.

Binder reserves its right to accept or reject, without reason or explanation, any request for use of any version of the Binder Application or delivery of the whole, or any part of, the Binder Services.

Any licence granted under this agreement is personal in its application, is non-exclusive, non-transferable and with no right of sub-licence or reuse, except as expressly specified in these Terms and Conditions.

The Binder Application is licensed to the User and as such no right of ownership or other proprietary entitlement, other than as a licensee, is passed to the User. By the use of Binder, the User acknowledges that Binder, or any licensors or assignees, purchasers or successors in title, own all right, title, interest and intellectual property rights in all copies of the Binder Applications, even after installation on any mobile device or computer.

By a User's use of Binder, the User agrees that they will not in any manner alter, delete, manipulate, change in any way, any code, copyright, or any other proprietary right in any Binder Application, including but not limited to any trademark, brand, notices or markings appearing on the Binder Application or any collateral, manual, instruction, video or any other medium to be used in conjunction with, or referred to in, any Binder Application.

Conditions of Use

The use by a User or Invited User of any Binder Application and the Binder Services is subject to the User's agreement that they:

1.     Will not copy, modify or otherwise use any version of the Binder Application for any other purpose other than in accordance with these Terms and Conditions.

2.     Will not assign, sell, sublicense, lease, lend, or otherwise provide any version of the Binder Application to any other party other than expressly permitted by Binder in its Partner Program.

3.     Will not attempt to reverse-engineer, copy or attempt to create any application or program that in any way resembles or utilizes similar attributes to any version of the Binder Application and/or Binder Services.

4.     Will not distribute or otherwise allow the use and functionality of any version of any Binder Application or Binder Service, to be available to other users, other than permitted and explicitly authorised by these Terms and Conditions or any other conditions specified on the Binder website or in any Binder Application and/or any Binder Services.

5.     Will not use any Binder Application or Binder Service for any unlawful purpose, and will only use Binder Services in a manner that is consistent with these Terms and Conditions.

New or upgraded versions

While not being obligated to upgrade or update any Binder Application, Binder may at any time and at its complete discretion, issue new or upgraded versions of all or any Binder Applications, and may provide all such new or upgraded versions to any user through electronic delivery or automatic updates/upgrades of Binder Applications then in use.

A User's use of Binder is on the condition that they consent to such automatic upgrades/updates and that these Terms and Conditions will apply to all such updates and upgrades.

Open Source Code

The Binder Application may be provided with certain independent code ("Open Source Code") that is provided under open source licences. In such event the Open Source Code will be deemed to be licensed under the relevant open source licences. In the event that any of the Terms and Conditions of these Terms of Service are in conflict with any open source licences, the Terms and Conditions of the Open Source Code will prevail.

Data Location

A user has the option to select the location/jurisdiction in which you wish to have your data stored at the time you apply for your Binder Subscription. You will be shown the jurisdiction (and at your option, the area) in which the Binder Data Centre is located. If you wish to have data stored in another Binder location you must open another Binder Subscription with a different jurisdiction or location selected.

Binder will store your data at the nominated location, and will also have the backup data storage located in the same location/country/jurisdiction.

You should be aware that if you send, transmit or grant access of any Binder Services, Application or stored data to a person or entity outside the selected jurisdiction, then it is possible that such service, application or data may then be stored and/or made available in another jurisdiction.

The term User Data has the same meaning as that term in the Privacy Policy:

"User Data" means the information about or relating to any user, the use of the Binder Services by a User, the content of all documents and media in any form or format, all information, data, code, files or folders that may be accessed, stored, sent, received, edited, synchronised, shared, or in any way managed, by or through the Binder Services.

Data Availability

All files stored by or with the Binder Services will be available to a User for as long as User Account is active. A User Account will be active if the User Subscription is current, and not whether the User has accessed or used any Binder Service within a specific time. A User can have periods of inactivity and still maintain a current Binder account.

Binder will advise the User their Account is no longer active and give 14 days from such notice to for the User to reactivate their Account by paying the subscription or, within that time, to retrieve or remove its files/data from Binder.

An Account will automatically terminate in the event of non-currency due to non-payment of the subscription for more than 14 days.

In the event that an Account has terminated, Binder will advise a User that their account is no longer active and give the User fourteen (14) days from such notice, in which time the User is able to retrieve or remove all its files/data from Binder.

After 30 days from expiry of the 14 day period, Binder has the right to delete the User data from its primary data storage, and to schedule deletion from the backup data storage in the course of its normal rotation/retention practices.

A User may also request Binder, upon payment of the appropriate fee, to copy its data to a storage device (to be selected by Binder) and to be delivered to your nominated address for delivery. Delivery will be by courier and will be deemed to have been effected by the courier company attempting delivery (in accordance with their then standard terms of service) at your nominated address. The applicable fees and the terms upon which such a service is provided by Binder are available on request.

While Binder will use reasonable efforts to undertake this service it is not responsible if any, or all, data cannot be retrieved, has already been deleted, is corrupted or for any other reason, is unavailable. Binder is also not responsible for any failure for any reason of any storage device or for any or delay the part of any agent or third party (including any courier) to properly complete the delivery of any User Data.

Data Ownership

Storage of "User Data" through any Binder Service does not vest or imply any interest or ownership of such User Data in Binder. Ownership of User Data will be independent of, and not related to, or in any way implied, by use of any Binder Application or Binder Service. Binder has the right, and by use of the Binder Services, a User expressly grants Binder (and to any third party supplying services to Binder in relation to any Binder Application or Binder Service) the right and licence, only for the purposes of providing the Binder Services and undertaking the services requested by the User through the Binder Application, to use, copy, deliver, make available share or in any way deal with User Data on behalf of the User.

Binder is not in any way obligated to make inquiries into the ownership of any User Data and is entitled to rely on the users representation made by its use of the Binder Services that it owns or has full entitlement, right, consent, licence or permission to the User Data in the manner consistent with the Binder Services and to permit Binder to use the User Data in providing the Binder Services.

Deceased Accounts

In the event that a Binder account remains active, but Binder is advised that the account holder is deceased, the ownership of the Data will vest to the successor in title to that class of asset according to the Laws of the Jurisdiction in which the Data is stored. It will be the obligation of any claimant to satisfy Binder of any claim of ownership, including providing an opinion from an authority satisfactory to Binder. All such actions will be at the cost of the Claimant.

Data Retention

Binder will retain your User Data for each of the Binder Services as follows:

1.    Binder pro and Binder for business - all User Data uploaded and stored by the relevant Binder Service will be retained as long as the User Account remains current and for 30 days after termination.

Files may be deleted by the User, or upon termination or cancellation. Binder will in the usual course of business delete all stored data at their primary Data Centre within 60 days of such termination or cancellation.

2.       Binder Enterprise – User Data will be dealt with on termination in accordance with agreed terms entered into with the User, or if no specific terms are agreed then on the ame terms as applicable to Binder business

All data backed up in a redundant or secondary site will exist after deletion, but should be deleted in the course of the standard Binder backup routine. This provides for rotation of redundant or backed up data over a 90 day timeline. In usual circumstances, backup data will be deleted during the 90 day rotation period.

Binder has no obligation to ensure that any data is deleted or otherwise removed from its servers (primary or redundant) within any particular period and is not responsible if such data is or is not deleted within the stated periods.

Binder will not delete any files or data that you have in common with other users.

On termination of any of the above accounts the account will be converted to an active free account until such time as such free account is terminated or cancelled.

3.     Binder will retain a User's personal information:

a.     for as long as their account is active, or as needed to provide services to the User,

b.    when it is necessary to comply with our legal obligations, resolve disputes, and,

c.     to enforce our agreements.

Other than this, Binder will use reasonable efforts to delete a User's information promptly upon request.

Security

The security of your personal information is important to us. Binder enforces a high level of physical and electronic security to protect Users' information and personal details.

Binder User Data is transmitted over a secure channel using 256-bit SSL (Secure Sockets Layer) encryption to ensure that User Data cannot be accessed.

Binder servers are located in high security Data Centers, protected by physical security, electronic surveillance and biometric security measures. Access is controlled and is under strict CCTV surveillance.

Binder ensures that any access to the system is logged and is reviewable and auditable. This provides assurance that no access, even by high level system administrators, will go undetected, and will have full details logged.

Binder monitors developments in security and encryption technologies, and continually reviews and updates its processes and procedures in line with industry standards.

Your Account and User details

Binder Business and Binder Enterprise subscribers and Binder Partners will have access to a control panel (https://app.binder.com.au/) to control and set permissions, review activity,set role-based sharing and other Binder Service management tools as may be provided from time to time by Binder through the control panel.. Access to this area is available to account administrators only and password protected.

Users should ensure that their password meets the requirements for strong passwords, is kept secure, not passed to third parties and is regularly changed. These steps are good practice in protecting User information.

Binder does not sell or pass any personal information to third parties, but a User should be aware that by using a Third Party application to access our services, a User may share or disclose its information with that Third Party application.

Binder allows controlled access and sharing of information with Third Parties, but a User should be aware of how and to whom such rights have been given. By granting such access, a User may be making some of its information public, which in turn may be broadly and quickly disseminated.

Service Providers, Third Party Providers

Binder may, from time to time, use certain trusted Third Parties to provide services to support Binder - including, but not limited to, data storage, maintenance services, database management, web analytics, payment processing, and improvement of Binder features.

These third parties may have access to such information only as is necessary for purposes of performing their contracted services on our behalf and under obligations similar to those in the Privacy Policy - located at http://binder.works/terms/binder/

Third-Party Applications

If a User chooses to access Binder Services through a Third Party application, then personal information may be shared with that Third Party. Binder is not responsible for what those parties do with such information. Users should make sure they trust the application and that it has an acceptable Privacy Policy.

Business Transfers

If Binder is undergoing a merger, acquisition, or sale of all or a major portion of its assets, User information may need to be transferred as part of that transaction. If this is the case, Binder will provide notice (via email and/or a prominent notice on our website) of any change in potential change of control or ownership, and the possibility of a different Privacy Policy.

A user will be advised of the options available to them in these circumstances - which may include removing personal information.

Non-Private or Non-Personal Information

We may disclose non-private, aggregated, or otherwise non-personal information, such as usage statistics of Binder.

Reseller

Binder may appoint other organisations to act as Resellers for the Binder Applications and Binder Services. In such instances, Binder, other than as advised through publication on http://binder.works/,or expressly advised to the User, will be responsible for the payment of any fees and commissions due to any Reseller and will correspondingly be entitled to any payments, credits or commissions to be made by the Resellers.

Binder will not be responsible for any representations, undertaking or warranties made by any Reseller, other than if such representation, undertaking or warranty is expressly authorised in writing by Binder, or is consistent with the statements or representations made by Binder, in relation to any Binder Service or Application on http://binder.works/.

Modification

Binder reserves the right, at its sole discretion, to modify, discontinue or terminate the Binder Services, or to modify these Terms and Conditions at any time, and without prior notice, by posting the modification on https://Binder.com.au, or within the Binder Application, or otherwise providing the User with notice of the modification and will amend the "Modified" date at the top of these Terms and Conditions.

Through continuing to access and/or use the Binder Services after we have posted a modification to these Terms and Conditions, or have provided a notice of a modification, a User is deemed to agree to be bound by the modified Terms and Conditions. If the modified Terms and Conditions are not acceptable, the recourse is to cease using the Binder Services and, if applicable, cancel the relevant User Account.

Scheduled Maintenance

Urgent or non-scheduled maintenance will be undertaken as required; Binder will, however, use reasonable efforts to ensure that the Binder Services remain available to Users.

Indemnity

The User will indemnify Binder, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, or in any way connected with, its access to or use of the Binder Services, and any Binder Application including any improper use by the User or any agent or person using the Users credentials or accessing (lawfully or otherwise) the Users' Binder Services, and including the breach by any such party of these Terms and Conditions including, without limitation, Third Party claims that any User Data provided by a User infringes or misappropriates the intellectual property rights, privacy rights, publicity rights, or moral rights of a Third Party.

Limitation of Liability

To the extent allowed by law Binder is not liable, whether under claim for breach of contract, warranty, tort or negligence, for any special, punitive, incidental or consequential damages, loss of profits or damage to equipment and loss of data caused or arising out of these Terms and Conditions, the provision or use of any Binder Application or the use, or interruption to or failure to provide any Binder Service, any use, storage, delivery or disclosure of any User Data or file.

The liability of Binder to any User or Third Party in respect of any claim arising out of, or in any way connected with the provision by Binder and/or the use by a User of any Binder Application or Binder Service is limited to the lesser of:

1.    one hundred Australian Dollars ($100.00), or,

2.    the aggregate of the fees paid for the provision of Binder Services by the User in the previous 12 months prior to the event leading to any such claim.

Jurisdiction

The user recognises that this service is subject to the laws of Queensland, Australia and the User agrees to be bound to the juristiction of the court of Queensland.

If the User data is stored, at the election of the User, in a jurisdiction outside of Australia the User recognises that the courts and laws of that jurisdiction may apply to the use or misuse of that data.

Notices

The User agrees to the use of electronic means:

1.    to complete these Terms and Conditions by publishing the latest "version" on https://Binder.com.au. and,

2.    to deliver any notices or other communications permitted or required under these Terms and Conditions, and,

3.    to store information related to these Terms and Conditions or the Users use of the Binder Application and Binder Services.

Any notices or other communications permitted or required to be given by any party shall be delivered by Binder.

The receipt of delivery shall be deemed to be acknowledgement of receipt of such communication or notice.

Contacting Us

If you have any questions about this Privacy Policy, please contact us here.

General

Binder may assign all or any of its rights and entitlements granted under these Terms and Conditions.

Nothing in these Terms and Conditions shall constitute a partnership or joint venture between a User and Binder.

In the event that any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and may be enforced by the Party so entitled.

The failure of Binder to enforce any right or provision of these will not be deemed a waiver of any of its rights or entitlements.

All headings and captions are for convenience only and are not to be used in the interpretation of these Terms and Conditions.

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