1.Subscription to HANGAUS Product

Customer hereby agrees to license the HANGAUS product(s) (each a “Product”) identified on the web form in the case of a Product trial or in the subscription documentation (i.e., the quote or invoice)(the “Subscription”) exchanged by the parties in conjunction with Customer's acceptance of this Agreement. The specific Products and the fees payable with respect to such Products are set forth in the Subscription. Each Product may include updates, cloud-based services, support services, applications or documentations, each of which is subject to the terms of this Agreement as applicable. HANGAUS may add to, change or discontinue any component of the Products at any time; provided however, that no such change shall materially increase Customer's obligations or materially decrease Customer's entitlements under this Agreement. Customer is responsible for all actions taken under its HANGAUS account credentials, regardless of whether such actions are taken by Customer, its employees or a third party. HANGAUS is not liable for any loss or damage arising from any unauthorized use of Customer’s account.

2.Grant of License

During the Term (as defined below), HANGAUS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use, and, in the case of HANGAUS Products that permit additional Users (as set forth in the Product specific terms below), to allow such Users to use, the Products on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by HANGAUS are owned exclusively by HANGAUS or its licensors. All rights not granted to Customer in this Agreement are reserved by HANGAUS.

3.License Restrictions

Customer and any Users shall not (and shall not allow any third party to): (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Products, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Products; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Products; (iv) remove any product identification, copyright or other notices from the Products; (v) sell, lease, lend, assign, sublicense, grant access or other wise transfer or disclose the Products in whole or in part, to any third party; (vi) use the Products for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Products to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Products;(viii)use the output or other information generated by the Products for any purpose other than as contemplated by this Agreement; (ix) use the Products for any use other than Customer’s internal business use; (x) use unauthorized modified versions of the Products, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Product; or (xi) use the Products in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, data protection, electronic communications and anti-spam legislation. HANGAUS retains all title to, and, except as expressly licensed herein, all rights to the Products, all copies, derivatives and improvements thereof and all related documentation and materials.

4.Term of Agreement

The "Initial Term" shall mean the number of months in the term as specified in the Subscription beginning on the date specified in the Subscription ("Activation Date"). Upon expiration of the Initial Term and unless otherwise stated in the Subscription, this Agreement will automatically renew on a yearly basis (each a “Renewal Term”, and the Initial Term and all Renewal Terms collectively, the "Term") until terminated by Customer or HANGAUS by delivery of written notice to the other party at least thirty days prior to the end of the Initial Term or then-current Renewal Term, as applicable. In the case of Products licensed on a trial basis, the Term of this Agreement shall be limited to the duration of the trial period identified in the Subscription. Except as specified in Section 12.1 below, Customer may not terminate this Agreement prior to the expiration of the Initial Term. Following expiration of the Initial Term, HANGAUS may increase the fees payable by Customer under this Agreement, upon not less than 30 days' written notice.

5.Fees and Payment

Customer shall pay HANGAUS the annual and/or monthly fees (“Fees”) specified in the Subscription, in accordance with the timing and currency specified in the Subscription. All payments by Customer to HANGAUS under this Agreement are non-refundable, and made via the automatic payment method specified by Customer in the Subscription, or as otherwise agreed by the parties. Customer shall undertake any additional actions reasonably requested by HANGAUS to implement the foregoing automated fee payment process. Any amounts past due from Customer under this Agreement shall accrue interest at a rate which is the lesser of eighteen percent per annum or, if less, the maximum rate allowable by law. Any applicable federal, state, provincial, or other goods and services or sales taxes will be added to fees owing pursuant to this Agreement. HANGAUS may at any time during any Renewal Term increase fees to the then-current list price upon 30 days’ prior notice.

6.Confidential Information

HANGAUS and Customer (and its Users) shall each retain in confidence all information received from the other party pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances urrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential("Confidential Information"), and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms and during the term of this Agreement. Each party shall treat the terms and conditions of this Agreement as confidential; however, either party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that party's business. Notwithstanding the foregoing, the restrictions set forth above will not apply to (i) information previously known to the receiving party without reference to the disclosing party's Confidential Information, (ii)information which is or becomes publicly known through no wrongful act of the receiving party,(iii)information that is independently developed by either of the parties, or (iv) information required to be disclosed pursuant to applicable law. The foregoing shall also not prevent HANGAUS from using Customer's name and/or trademark(s) in its marketing and training materials or Customer data on an aggregate, anonymized basis.

7.Customer's Representations and Indemnification

Customer represents and warrants that currently and throughout the Term (i) it is fully authorized to enter into this Agreement and that Customer and any Users are fully authorized to utilize the Products, (ii) Customer and any Users are and will remain in compliance with all applicable laws and regulations with respect to its and their activities related to this Agreement, including but not limited to privacy laws; and (iii) if Customer or any of its Users imports lists into the Products for the purpose of sending electronic communications (e.g., emails, texts) to such list, or otherwise collects electronic addresses for the purpose of sending electronics messages, then Customer warrants that each person on such list has previously opted-in to receive promotional electronic communications from Customer and that the content of such communications by Customer will comply with applicable laws and regulations. Customer shall indemnify, defend and hold harmless HANGAUS and its officers, employees, agents and affiliates from and against all losses, expenses, liabilities, damages and costs including, without limitation, reasonable attorneys' fees (collectively "Costs"), to the extent that such Costs are attributable to any breach by Customer or any User, employee, independent contractor, or affiliate thereof, of any representations, warranties or other obligations set forth in this Agreement. Customer and each of its Users agree to comply with all HANGAUS policies and all laws, rules and regulations relating to the use of the Products. Any violation of this section may result in loss of features, up to and including termination of Customer’s account. Customer will indemnify HANGAUS for any costs, fines or damages incurred by HANGAUS due to Customer's or its User's failure to comply with this section.


HANGAUS uses and protects Customer information, including information transmitted via the Products, in accordance with the HANGAUS Privacy Policy, located at https://www.hangaus.au/privacy-policy/ and hereby incorporated by reference. You agree to allow HANGAUS to use and share with third parties non-personal data to build anonymous data profiles, provide segmented marketing information, create aggregate statistical reports, and to improve current and new products and services.