Last revised: 3 September 2023
Diamon Holdings Pty Ltd (ABN 71 650 666 685) trading as Diamon Docs (“Diamon Docs”) provides document tools to enable users to efficiently produce and edit Word documents. The terms, conditions, notices and disclaimers set out below and the terms of our Privacy Policy constitute a legal agreement between the Licensee (as defined below) and Diamon Docs (Agreement) which take effect on and from the Effective Date. Diamon Docs may modify this Agreement from time to time, subject to the terms in clause 21 (Changes to this Agreement) below.
| By clicking on the “I agree” (or similar button or checkbox) that is presented to you, at the time of making the Order, or by using or accessing the Software, you: |
| • on behalf of the Licensee indicate the Licensee’s assent to be bound by this Agreement; and |
| • represent to Diamon Docs that you have the requisite power and authority to enter into this Agreement on behalf of the Licensee. |
| If the Licensee does not agree to this Agreement, it must not use or access the Software. |
In this Agreement the following words and expressions have the meaning shown unless the context requires otherwise:
“Additional Services” means the Special Services requested by the Licensee (“Special Services”), Support and Maintenance or other services, related to the Software to be provided by Diamon Docs to the Licensee and/or its Authorized Users, as identified in an Order.
“Affiliate” means in respect of a party, an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with the party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
“Authorized Users” means the specific individuals whom the Licensee designates to use the applicable Software and for whom the Licensee has paid the required fees. Authorized Users may be the Licensee’s or its Affiliates’ employees, representatives, consultants, contractors, agents or other third parties who are acting for the Licensee’s or its Affiliates’ benefit or on the Licensee’s or its Affiliates’ behalf.
“Authorized Reseller” means a third party who is not an Affiliate of Diamon Docs and who is authorized by Diamon Docs or our Affiliate to resell the Software and/or Additional Services.
“Documentation” means Diamon Docs standard published documentation for the Software, currently located at www.diamondocs.com.
“Diamon Docs Policies” means Diamon Docs’ Privacy Policy, and (unless otherwise specified) any other policies or terms referenced in this Agreement.
“Diamon Docs Technology” means the Software (including all No-Charge Software), Diamon Docs Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
“Effective Date” means the date which is the earlier of:
(a) the Authorized Users initial access to or use of the Software (as defined below); and
(b) the effective date of the first Order referencing this Agreement. “Excluded Claims” means:
(c) amounts owed by the Licensee under any Orders;
(d) either party’s express indemnification obligations in this Agreement; and
(e) the Licensee’s breach of clause 3.2 (Restrictions) or of clause 21 (Third Party Code in Diamon Docs Software and/or Additional Services). “Feedback” means comments, suggestions, recommendations, possible enhancements or modifications, questions, ideas, information or other feedback relating to the Software, Support and Maintenance and/or Additional Services.
“Laws” means any laws (whether state, federal or international), regulations, codes, and policies applicable to or protecting the privacy of individuals and their personal information.
“Licensee” means the individual or legal entity specified in the License Certificate. For legal entities, “Licensee” includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
“License Certificate” means evidence of a license provided by Diamon Docs to the Licensee in electronic or printed form.
“License Key” means a unique key-code that enables a single Authorized User to use the Software at a time. Only Diamon Docs and/or its representatives are permitted to produce License Keys for the Software.
“License Term” means the Licensee’s permitted license term for the Software, as specified in an Order.
“New Versions” means a new release of the Software or part thereof which may include bug fixes, updates, alterations, improvements or additional functionality to the current version of the Software.
“Order” means Diamon Docs’ applicable ordering documentation or other purchase flow referencing this Agreement. Orders may include purchases of Software licenses, Support and Maintenance, Additional Services, increased or upgraded Scope of Use or renewals.
“Product Specific Terms” means additional terms that apply to certain Software and Additional Services provided by Diamon Docs.
“Scope of Use” means the Licensee’s authorized scope of use for the Software as specified in the applicable Order, which may include: (a) number and type of Authorized Users, (b) numbers of licenses, copies or Software Instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units.
“Software” means Diamon Docs’ commercially available downloadable software products, including mobile applications of such products. The Licensee’s Order will specify the Software that the Licensee may use.
“Software Instance” means Software executing on a single computer as a single process.
“Support and Maintenance” means support and maintenance services for the Software that will be provided to the Licensee by Diamon Docs. The Licensee’s level of Support and Maintenance will be specified in its Order.
“Training” means training and certification services provided by Diamon Docs.
“us” and “we” means Diamon Docs.
In this Agreement, except where the context otherwise requires:
(a) “including” (and its variants) means “including without limitation” (and its variants);
(b) If any provision or part of a provision of this agreement is held or found to be void, invalid or otherwise unenforceable (whether in respect of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect; and
(c) headings are inserted for convenience only and are not to be used in the interpretation or construction of this Agreement.
This Agreement governs the Licensee’s initial purchase of Diamon Docs’ Software, Support and Maintenance for the Software, and any Additional Services, as well as any future purchases made by the Licensee that reference this Agreement. This Agreement includes each Order, the Diamon Docs Policies, the Product Specific Terms, and any other referenced policies and terms. The Software and its permitted use are further described in the Documentation. The term “Software” includes Documentation unless otherwise specified.
The Licensee must register for an account with Diamon Docs in order to place Orders or access or receive Software. The Licensee’s registration information must be accurate, current and complete. The Licensee must keep its registration current so that we may send notices, statements and other information to the Licensee by email or through its account. The Licensee is responsible for all actions taken through its account, including Orders made or Apps enabled (which may incur fees). If the Licensee orders Software through an Authorized Reseller, then the Licensee is solely responsible for (i) any access by the Authorized Reseller to the Licensee’s account and (ii) any related rights or obligations in the Licensee’s applicable agreement with the Authorized Reseller.
Only Authorized Users may access and use the Software. Some Software may allow the Licensee to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. The Licensee is responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with the Licensee’s data, and for all fees incurred by Authorized Users (or from adding Authorized Users). All use of Software must be solely for the benefit of the Licensee or its Affiliates (except as expressly permitted in clause 2.3 below) and must be within the Scope of Use.
Subject to the terms and conditions of this Agreement, Diamon Docs grants the Licensee a non-exclusive, non-sublicensable and non-transferable license to have the Software installed and used by Authorized Users during the applicable License Term for the Licensee’s proper purposes, in accordance with this Agreement, the Licensee’s Scope of Use, the Documentation and all Laws.
Except as otherwise expressly permitted in this Agreement, the Licensee agrees that it will:
(a) only use the Software and/or Additional Services for lawful purposes;
(b) not use the Software and/or Additional Services to cause nuisance, annoyance or inconvenience;
(c) not copy, rent, lease, sell, distribute, sublicense or provide access to the Software and/or Additional Services (whether in whole or part) or any content displayed through the Software and/or Additional Services to any third party without the prior express written consent of Diamon Docs;
(d) not use the Software and/or Additional Services (whether in whole or part) for the benefit of any third party;
(e) not attempt to reproduce, modify, create derivative works, translate, adapt, edit, translate, decompile, disassemble, reverse engineer or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software and/or Additional Services (whether in whole or part), except to the extent expressly permitted by applicable law (and then only upon advance written notice to Diamon Docs);
(f) not incorporate the Software and/or Additional Services into a product or service the Licensee provides to a third party;
(g) keep secure and confidential its account password or any identification credentials we provide it with which allows access to the Software and/or Additional Services (as applicable);
(h) it will only use the Software and/or Additional Services for its own use and will not resell the Software and/or Additional Services to a third party (without the prior express written consent of Diamon Docs which is required to be evidenced by an enforceable agreement);
(i) not use the Software and/or Additional Services in any way that could damage, disable, overburden or impair any of Diamon Docs’ servers, or the networks connected to any Diamon Docs’ servers;
(j) not attempt to gain unauthorized access to any part of the Software and/or Additional Services and/or to any service, account, resource, computer system and/or network connected to any of Diamon Docs’ servers.
(k) not deep-link to the Software and/or Additional Services, or access the Software and/or Additional Services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Software and/or Additional Services, or any content in the Software and/or Additional Services, without the prior express written consent of Diamon Docs which is required to be evidenced by an enforceable agreement;
(l) not interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by the Licensee or us) in relation to the Software and/or Additional Services, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
(m) not distribute viruses or any other technologies that may harm Diamon Docs, the Software and/or Additional Services, or the interests or property of Diamon Docs users (including their intellectual property rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
(n) not copy any content displayed through the Software and/or Additional Services, for republication in any format or media;
(o) not interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit the Licensee’s use;
(p) not conduct any systematic retrieval of data or other content from the Software and/or Additional Services;
(q) not transfer the Licensee’s Diamon Docs account (including Feedback) and username to another party without our prior express written consent;
(r) not remove or obscure any proprietary or other notices contained in the Software and/or Additional Services;
(s) not try to harm other users or Diamon Docs, the Software and/or Additional Services in any way whatsoever;
(t) report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights to us that the Licensee uncovers in its use of the Software and/or Additional Services;
(u) not abuse our promotional or credit code system by redeeming multiple coupons at once (where applicable);
(v) use the Software and/or Additional Services for competitive analysis or to build competitive products; and
(w) encourage or assist any third party to do any of the above.
Unless otherwise specified in the Licensee’s Order, for each Software license that it purchases, the Licensee may install and use one (1) Software Instance on systems owned or operated by the Licensee or one of its Authorized Users at a time.
Some Software may be subject to additional terms specific to that Software as set forth in the Product Specific Terms. By accessing or using a product covered by the Product Specific Terms, the Licensee agrees to the Product Specific Terms.
The Licensee is solely responsible for ensuring that its systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation. Diamon Docs will have no obligations or responsibility under this Agreement for issues caused by the Licensee’s or its Authorized Users use of any third-party hardware or software not provided by Diamon Docs.
The Licensee will defend, indemnify and hold harmless Diamon Docs from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against Diamon Docs:
To the maximum extent permitted by law, the Licensee agrees to indemnify and hold harmless Diamon Docs and its officers, consultants, employees, agents and representatives (each, an Indemnified Party), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising directly or indirectly from:
(a) any claim brought by a third party relating to the Licensee’s User Materials, as defined in clause 7.2(b);
(b) the Licensee’s and/or its Authorised Users:
(i) violation of this Agreement; and
(ii) the Licensee’s violation of any applicable laws, rules or regulations through or related to the use of the Software and/or Additional Services (as applicable).
The Licensee (including its Authorized Users) may choose to use or procure other third-party products or services in connection with the Software, including Third Party Apps (see clause 4.2 (Marketplace Apps)) or implementation, customization, training or other services. The Licensee’s receipt or use of any third-party products or services is subject to a separate agreement between the Licensee and the third-party provider. If the Licensee enables or uses third-party products or services (including Third Party Apps as referenced in clause 5.2 (Marketplace Apps)) with the Software, the Licensee acknowledges that the third-party providers may access or use the Licensee’s data as required for the interoperation of their products and services with the Software. This may include transmitting, transferring, modifying or deleting the Licensee’s data, or storing the Licensee’s data on systems belonging to the third-party providers or other third parties. Any third-party provider’s use of the Licensee’s data is subject to the applicable agreement between the Licensee and such third-party provider. We are not responsible for any access to or use of the Licensee’s data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. The Licensee is solely responsible for the Licensee’s decision to permit any third-party provider or third-party product or service to use the Licensee’s data. It is the Licensee’s responsibility to carefully review the agreement between the Licensee and the third-party provider, as provided by the applicable third-party provider. DIAMON DOCS DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
As further described in the Diamon Docs Marketplace Terms of Use, the Diamon Docs Marketplace lists a variety of Apps that may be used with the Software, including both Diamon Docs Apps and Third Party Apps. Diamon Docs Apps for Software are considered “Software” under this Agreement (unless Diamon Docs specifies otherwise through the Diamon Docs Marketplace). Third Party Apps are not Software and remain subject to their own applicable Vendor Terms. Diamon Docs may enable interoperation of the Software with Third Party Apps as set forth in clause 4.1 (Third Party Products). The terms “Apps”, “Diamon Docs Apps”, “Third Party Apps”, “Vendor” and “Vendor Terms” are defined in the Diamon Docs Marketplace Terms of Use, which is a separate agreement governing use of the Diamon Docs Marketplace.
(a) Diamon Docs may preserve the content of any contact us form, information request form, email or other electronic message that it receives in accordance with our Privacy Policy. Any personal information contained in that message will only be used or disclosed in accordance with our Privacy Policy.
(b) If the Licensee (and/or its Authorised Users) wishes to stop receiving information from us it should make such written request by email to info@diamondocs.com with ‘Unsubscribe’ in the subject line. Any such request will result in the relevant Licensee (and/or Authorised User) being removed from our email list. If the relevant Licensee (and/or Authorised User) does not reply to a message, or future messages, their email address will remain active on our mailing list, and this will be taken as implied consent to receive emails from us. All email communications from us will include our contact to allow the Licensee (and its Authorised Users) to communicate with us in the event of any request for removal or complaint.
During the period for which the Licensee has paid the applicable Support and Maintenance fee, Diamon Docs will provide Support and Maintenance for the Software in accordance with the Diamon Docs Support Policy and Enterprise Support and Services Policy (if applicable). Support and Maintenance for Software includes access to New Versions, if and when available, and any references to “Software” in this Agreement include New Versions.
Subject to this Agreement, the Licensee may purchase Additional Services from Diamon Docs, which Diamon Docs will provide to the Licensee (and its Authorized Users) pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by Diamon Docs.
(a) Diamon Docs Deliverables. Diamon Docs will retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments that Diamon Docs provides in connection with any Additional Services (“Diamon Docs Deliverables”). The Licensee (and its Authorized Users) may use any Diamon Docs Deliverables provided to them only in connection with the Software, subject to the same usage rights and restrictions that apply to the Software. For the avoidance of doubt, Diamon Docs Deliverables are not considered Software, and any Software (including any New Version) is not considered a Diamon Docs Deliverable.
(b) User Materials. Where Additional Services are to be provided by Diamon Docs, the Licensee agrees to provide Diamon Docs with reasonable access to its materials, systems, personnel or other resources (including the Licensee’s instances of the Software) as reasonably necessary for Diamon Docs’ provision of the Additional Services (“User Materials”). If the Licensee does not provide Diamon Docs with timely access to the User Materials, Diamon Docs’ performance of Additional Services will be excused until the Licensee does so. The Licensee retains its rights in its User Materials, subject to Diamon Docs’ ownership of any underlying Software, Diamon Docs Deliverables or other Diamon Docs Technology. Diamon Docs will use the User Materials solely for purposes of performing the Additional Services. The Licensee represents and warrants that it has all necessary rights in the User Materials to provide them to Diamon Docs for such purposes.
(c) Training Not Covered. We provide videos and other content to assist the Licensee (and its Authorized Users) to be able to use the Software. The Licensee’s purchase, and our provision, of Training is subject to our Training Terms and Policies (if applicable), which is a separate agreement (if required).
The License Term, Support and Maintenance period, and Special Services service period will be indicated in the Order (as applicable). The License Term and any applicable service periods will commence on the Order date (unless a different start date is designated in the Order) and expire on the expiration date indicated in the Licensee’s account. Unless earlier terminated in accordance with this Agreement, each right to use Software will expire at the end of the applicable License Term. Unless the Licensee has selected the “autorenewal” option in its account, any renewals must be mutually agreed upon by the parties in writing. All renewals are subject to the applicable Software or Support and Maintenance continuing to be offered and will be charged at the then-current rates.
We will deliver the applicable license keys to the Licensee’s or Authorized User account (as relevant) as soon as possible after we have received payment of the applicable fees. The Licensee is responsible for accessing its accounts to determine that we have received payment and the Licensee’s Order has been processed. All deliveries under this Agreement will be electronic. For the avoidance of doubt, the Licensee is responsible for installation of the Software, and the Licensee acknowledges that Diamon Docs has no further delivery obligation with respect to the Software after delivery of the license keys.
During License Term, the Licensee may increase its Scope of Use (e.g., adding Authorized Users, licenses, copies or instances) by placing a new Order or, if made available by Diamon Docs, directly through the applicable Software. Any increases to the Licensee’s Scope of Use will be subject to additional fees, as set forth in the applicable Order.
The Licensee agrees:
(a) to pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order;
(b) that other than as expressly set forth in clause 16 (Indemnification by Diamon Docs), that all amounts are non-refundable, non-cancelable and non-creditable; and
(c) that we may bill the Licensee’s credit/debit card or other payment method for renewals, additional users, expenses and unpaid fees as applicable (pursuant to the relevant Order).
The fees payable under this Agreement exclude any taxes or duties in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Diamon Docs (except for any tax based upon the net income of Diamon Docs), the Licensee must pay to Diamon Docs the amount of such taxes or duties in addition to any fees owed under this Agreement.
This clause 7.8 applies if the Licensee purchases the Software, Support and Maintenance or any Additional Services through an Authorized Reseller.
(a) if the Licensee purchases the Software, Support and Maintenance and/or any Additional Services through an Authorized Reseller, the Licensee acknowledges that the Authorized Reseller and Diamon docs are independent of each other and that the Authorized Reseller does not have any authority to bind Diamon Docs in any way, make any modifications to this Agreement or to make any warranties or representations on Diamon Docs behalf and that Diamon Docs has no liability whatsoever for any actions or omissions of any Authorized Reseller;
(b) the Licensee acknowledges and agrees that it will be required to pay the standard applicable fees to Diamon Docs despite the sale being facilitated by an Authorized Reseller; and
(c) the Licensee acknowledges that if an Order with Diamon Docs has been facilitated by an Authorized Reseller that the Order will be placed by the Reseller on the Licensee’s behalf and the Authorized Reseller is responsible for the accuracy of any such order as communicated to Diamon Docs.
Separate Purchases. The Licensee acknowledges that the Software and Additional Services referenced in an Order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Software and Additional Services are separate and not contingent on each other, even if listed on the same Order). The Licensee agrees that its purchases are not contingent on the delivery of any future functionality or features (including future availability of any Software beyond the current License Term or any New Versions), or dependent on any oral or written public comments made by Diamon Docs regarding future functionality or features.
We may offer certain Software (including some Diamon Docs Apps) to the Licensee at no charge, including free accounts, trial use, and Beta Versions as defined below (collectively, “No-Charge Software”). The Licensee’s use of No-Charge Software is subject to any additional terms that we specify and is only permitted during the License Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this clause, the terms and conditions of this Agreement governing Software, including clause 4.2 (Restrictions), fully apply to No-Charge Software. We may terminate the Licensee’s right to use No-Charge Software at any time and for any reason in our sole discretion, without liability to the Licensee (and/or its Authorized Users). The Licensee understands that any pre-release and beta versions of Software, and any pre-release and beta features within generally available Software, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software. Diamon Docs makes no promises, representations and/or warranties that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow the Licensee to use Beta Versions, but the Beta Versions will still remain subject to this clause 9. All information regarding the characteristics, features or performance of any No-Charge Software (including Beta Versions) constitutes Diamon Docs’ Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Software, including any Support and Maintenance, warranty, and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, DIAMON DOC’S MAXIMUM AGGREGATE LIABILITY TO THE LICENSEE IN RESPECT OF NO-CHARGE SOFTWARE WILL BE USD10.
At our request, the Licensee agrees to provide a signed certification that it is using all Software pursuant to the terms of this Agreement, including the Scope of Use. The Licensee agrees to allow us, or our authorized agent, to audit the Licensee’s (and its Authorized Users) use of the Software. We will provide the Licensee with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. Diamon Docs will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that the Licensee has exceeded the Scope of Use. The Licensee will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at its own cost. If the Licensee exceeds its Scope of Use, we may invoice the Licensee for any past or ongoing excessive use, and the Licensee agrees that it will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Diamon Docs at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this clause 10 to such licensors.
The Software is made available on a limited license or access basis pursuant to the terms and conditions of this Agreement, and no ownership right is conveyed to the Licensee or its Authorized Users, irrespective of the use of terms such as “purchase” or “sale”. Diamon Docs and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to Diamon Docs Technology (including the Software). From time to time, the Licensee may choose to submit Feedback to us. Diamon Docs may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered the Licensee’s or its Authorized Users Confidential Information, and nothing in this Agreement limits Diamon Docs’ right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. The Licensee acknowledges and agrees that it will not be entitled to any consideration, compensation or other payment (of any kind) for providing such Feedback.
(a) A temporary evaluation license for the Software is provided for a period of seven (7) days (the Evaluation Period) from the date of issuing a temporary evaluation License Key and is subject to all terms set forth in this Agreement.
(b) A temporary evaluation license is not for general commercial use. To obtain the right to use the Software for general commercial use and for the License Term, the Licensee must pay the fees specified in the Order.
(c) The Software contains a feature that will automatically disable the Software after the Evaluation Period has lapsed. The Licensee agrees that it must not disable, destroy, or remove this feature of the Software, and any attempt to do so will be in violation of this Agreement and will terminate its license to use the Software.
(a) The Licensee acknowledges that the Software and/or Additional Services embodies confidential and proprietary information, including trade secrets, owned or licensed by Licensor or its Affiliates (the “Software Confidential Information”).
(b) Excluding the Software and the Software Confidential Information, the parties agree that any other information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under this Agreement that is marked or identified as confidential or given the nature of the information or circumstances surrounding disclosure should reasonably be understood to be confidential (“Other Confidential Information”) and, together with the Software Confidential Information, (“Confidential Information”) will remain the property of the Disclosing Party. Any information relating to Licensor’s, its Affiliates’, technology suppliers’, resellers or to Licensee’s or its Affiliates’ business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information even if not explicitly marked or identified. The Receiving Party will protect the Confidential Information from disclosure to others using no less than a reasonable degree of care. The Receiving Party agrees that it will not:
(i) use the Disclosing Party’s Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement;
(ii) disclose any such Confidential Information, other than furnishing such Confidential Information to its:
(A) employees, Affiliates, resellers and consultants who are required to have access to such Confidential Information in connection with the exercise of its rights and performance of its obligations under this Agreement; and
(B) professional advisers and other representatives; and
(C) in the case of Diamon Docs, technology suppliers (solely for support purposes), provided that such employees, Affiliates, resellers, consultants, professional advisers, other representatives and technology suppliers are bound to protect the Confidential Information from unauthorized use and disclosure consistent with these terms.
(c) The obligations set out in clause 14(b) will not extend to any information that the Receiving Party can demonstrate with competent evidence:
(i) is or becomes publicly known through no fault of the Receiving Party;
(ii) was possessed by the Receiving Party free of any obligation of confidentiality prior to receipt from the Disclosing Party;
(iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information;
(iv) is rightfully obtained by the Receiving Party from third parties authorized to make such disclosure without restriction; or
(v) is identified as no longer confidential by the Disclosing Party. The Receiving Party has the burden of proving the exceptions in clause 14(c) above.
(d) The Receiving Party may disclose Confidential Information to the extent required by law, regulation or court order, provided that:
(i) the Receiving Party makes reasonable efforts to notify Disclosing Party in writing prior to disclosing the Confidential Information and takes reasonable steps to obtain protective treatment of the Confidential Information; and
(ii) any information so disclosed shall continue to be treated as Confidential Information between the Receiving Party and Disclosing Party.
(e) Notwithstanding any other clause, the obligations of the parties in respect of the Other Confidential Information will survive for a period of three (3) years from the date of the first disclosure of such Other Confidential Information.
(f) If the parties have separately entered into a confidentiality agreement regarding the exchange of Other Confidential Information in connection with this Agreement, then the terms of that separate confidentiality agreement will govern the disclosure and use of Other Confidential Information between the parties and not this clause 14. Any existing confidentiality agreements between the parties will remain in full force and effect in respect of the Other Confidential Information and will not be varied by the terms of this clause 14.
The Licensee:
(a) agrees that Diamon Docs may display its company or business name, logo, images or other media as part of Diamon Docs marketing materials (including on its Websites) and in public or legal documents; and
(b) hereby grants Diamon Docs a license to use the Licensee’s company or business name and any of Licensee’s trade names and trade marks solely pursuant to this clause 15,
except where the Licensee has explicitly requested in writing that Diamon Docs does not do so by email to info@diamondocs.com and Diamon Docs has agreed to such a request in writing.
This Agreement is effective as of the Effective Date and continues until expiration of all License Term, unless earlier terminated as set forth herein.
Either party may terminate this Agreement (including all related Orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
The Licensee may choose to stop using the Software and terminate this Agreement (including all Orders) at any time for any reason upon written notice to Diamon Docs, but, unless the Licensee is exercising its rights to terminate early pursuant to clause 7.3 (Return Policy), upon any such termination (i) the Licensee will not be entitled to a refund of any pre-paid fees and (ii) if the Licensee has not already paid all applicable fees for the then-current License Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
Upon any expiration or termination of this Agreement, the Licensee’s license to use the Software terminates (even if the License Term is identified as “perpetual” or if no expiration date is specified in its Order) and the Licensee must cease using and delete (or at our request, return) all Software and Confidential Information or other materials of Diamon Docs in the Licensee’s or its Authorized Users’ possession, including on any third-party systems operated on their behalf. The Licensee will certify such deletion upon our request. If this Agreement is terminated by the Licensee in accordance with clause 13.2 (Termination for Cause), Diamon Docs will refund the Licensee any prepaid Software fees covering the remainder of the then-current License Term after the effective date of termination. If this Agreement is terminated by Diamon Docs in accordance with clause 13.2 (Termination for Cause), the Licensee will pay any unpaid fees covering the remainder of the then-current License Term after the effective date of termination. In no event will termination relieve the Licensee of its obligation to pay any fees payable to Diamon Docs for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
The following clauses will survive any termination or expiration of this Agreement: 3.2 (Restrictions), 3.8 (Indemnification by You), 4.1 (Third Party Products), 7.5 (Payment), 7.6 (Taxes), 8 (No-Charge Software) (disclaimers and use restrictions only), 10 (License Certifications and Audits), 11 (Ownership and Feedback), 12 (Confidentiality), 13 (Term and Termination), 14.3 (Warranty Disclaimer), 15 (Limitations of Liability), 16 (Indemnification by Diamon Docs) (but solely with respect to claims arising from the Licensee’s use of the Software during the License Term), 18 (Dispute Resolution), 19 (Export Restrictions), and 22 (General Provisions).
You represent and warrant to Diamon Docs:
(a) if the Licensee is an individual, that you, as the individual, are of legal age in the jurisdiction in which you reside to form a binding contract with Diamon Docs;
(b) if the Licensee is an entity, that:
(i) this Agreement is entered into by you as an employee or agent of such entity; and
(ii) each Order, is or, will be entered into by an employee or agent of such entity, with all necessary legal power and authority to bind such entity to the terms and conditions of this Agreement;
(c) you, as the Licensee or on behalf of the Licensee, have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at https://www.diamondocs.com/Terms&Conditions; and
(d) when using the Software and/or Additional Services, you, as the Licensee or on behalf of the Licensee, agree to comply with all applicable Laws from the Licensee’s home nation, and the country, state and city in which you are present while using the Software and/or Additional Services.
(a) Diamon Docs represents and warrants to the Licensee:
(i) it has the necessary legal power and authority to enter into this Agreement; and
(ii) that it will take reasonable commercial efforts to ensure that the Software, in the form and when provided to the Licensee and its Authorized Users, will be free of any viruses, malware, or other harmful code. Notwithstanding any other clause, for any breach of the foregoing warranty, the Licensee’s sole and exclusive remedy, and Diamon Docs’ sole obligation, is to provide a replacement copy of the Software promptly upon notice.
(b) Notwithstanding the foregoing, Diamon Docs:
(i) takes no responsibility for any delay, malfunction, non-performance or other degradation of the Software and/or Additional Services caused by or resulting from:
(A) any alteration, modifications or amendments to the Software and/or Additional Services requested by the Licensee; or
(B) any middleware or other software which links or interfaces with the Software and/or Additional Services, which has not been prepared by Diamon Docs or sold by Diamon Docs as part of the Software and/or Additional Services;
(ii) does not warrant that the Licensee’s use of the Software and/or Additional Services will be uninterrupted or error-free; and
(iii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Software and/or Additional Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1 (GENERAL WARRANTIES) AND 14.2 (VIRUS WARRANTY), ALL SOFTWARE, SUPPORT AND MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND DIAMON DOCS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. DIAMON DOCS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF DIAMON DOCS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DIAMON DOCS NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE LICENSEE THROUGH THE SOFTWARE) WILL MEET THE LICENSEE’S REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.2 (VIRUS WARRANTY), THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE LICENSEE MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE LICENSEE TO DIAMON DOCS FOR THE SOFTWARE AND ADDITIONAL SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
The parties agree that the waivers and limitations specified in this clause 15 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Disputes All disputes and questions whatsoever between the parties arising out of or relating to this Agreement (including, any dispute as to breach or termination of this Agreement, access or use of the Software, any advertising or marketing communications regarding Diamon Docs or to any aspect of the Licensee’s relationship or transactions with Diamon Docs or the provision of Support and Maintenance and/or Additional Services) and whether during or after the termination of this Agreement (Dispute) shall be dealt with in accordance with this clause 19.
An aggrieved party shall provide the defaulting party with a written notice specifying the nature of the Dispute, the outcome sought by the aggrieved party and the action the aggrieved party believes will settle the Dispute (Dispute Notice).
Within five (5) Business Days of the service of a Dispute Notice, the parties will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of thirty (30) days, either party may pursue relief as may be available under this Agreement pursuant to clause 18.2 (Governing Law and Jurisdiction). All negotiations pursuant to this clause 19.4 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
Notwithstanding the provisions of clause 18.1 (Good Faith Discussions) and clause 18.2 (Governing Law and Jurisdiction), nothing in this Agreement will prevent Diamon Docs from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
Notwithstanding any other clause:
(a) nothing in this Agreement will prevent Diamon Docs from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction; and
(b) a party may otherwise seek urgent interlocutory relief in relation to the actions or omissions of another Party under this Agreement at any time without complying with this clause 19.
In the event that the parties to a Dispute are unable to reach a resolution of the Dispute in accordance with clause 19.4, then the parties to the Dispute shall comply with the following arbitration process:
(a) to begin an arbitration proceeding, the aggrieved party must provide written notice to the other party requesting arbitration;
(b) the arbitration will be conducted by the Australian centre for International Commercial Arbitration (ACICA) under then-current arbitration rules and pursuant to the terms of this Agreement.
(c) the arbitration must be held in the State of Victoria, Australia unless the parties to the arbitration and the arbitrator agree otherwise;
(d) all parties to the arbitration may be represented by a lawyer, accountant and/or business advisor;
(e) the Parties agree that:
(i) the then current arbitration rules of the ACICA (and where applicable the UNICTRAL Arbitration Rules) (“Arbitral Forum’s Rules”) will apply in respect of determining the Dispute;
(ii) everything that occurs before, during and after the arbitration will be confidential and in closed session;
(iii) no documents brought into existence specifically for the purpose of the arbitration process will be called into evidence in any subsequent litigation by any of the parties to the Dispute unless agreed between all parties; and
(iv) the arbitrator, and not any federal, state, or local court or agency:
(A) shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability or formation of this Agreement;
(B) will decide the rights and liabilities, if any, of the parties;
(C) will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitral Forum’s Rules, and this Agreement;
(v) the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties;
(f) the arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded;
(g) it will be the role of the arbitrator to act fairly, in good faith and without bias with the purpose of resolving the Dispute and he/she will treat all matters in confidence (h) making a final and binding determination upon the Parties and he/she will treat all matters in confidence; and
(i) the arbitrator is to deal with any matter as expeditiously as possible and the arbitrator’s decision is final and binding on the parties.
The parties agree to waive any right to resolve a Dispute within the scope of clause 19 on a class, collective, or representative basis. All Disputes within the scope of this clause 19 must be arbitrated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or Dispute, neither party is entitled to arbitration of such Dispute. Instead, all such Disputes will then be resolved in a court with exclusive jurisdiction as set out below.
This clause 19 will survive any termination of your relationship with Diamon Docs.
Notwithstanding any provision in this Agreement to the contrary, the Licensee agrees that if Diamon Docs makes any future material change to clause 19, it will not apply to any individual Disputes that the Licensee has already provided notice of the Dispute to Diamon Docs.
(a) The Software and/or Additional Services, and the Licensee’s use of them, may be subject to national and international laws, restrictions, and regulations that:
(i) govern the import, export, and use of the Software and/or Additional Services; and
(ii) may, in Diamon Doc’s sole discretion, prohibit Diamon Docs from providing the Software and/or Additional Services to the Licensee with or without notice, in which case no refunds will be provided for any pre-paid fees.
(b) By using the Software and/or Additional Services, the Licensee agrees to comply with all such laws, restrictions, and regulations, and the Licensee warrants that it is not prohibited from receiving the Software and/or Additional Services by the laws of any jurisdiction.
(c) Additionally, the Licensee agrees not to export, re-export, or provide the Software and/or Additional Services to:
(i) any country to which the United States has embargoed goods;
(ii) any person on the U.S. Treasury Department’s list of Specially Designated Nationals;
(iii) any person or entity on the U.S. Commerce Department’s Denied Persons List; or
(iv) any person or entity where such export, re-export or provision violates any U.S. Export control or regulation.
(a) The Software and/or Additional Services may include code and libraries licensed to Diamon Docs by third parties and certain open source or other third-party software, data, or other materials (“Licensed Components”) that are separately licensed by their respective owners (“Component Licensor”).
(b) The Licensee may use the Licensed Components only in conjunction with, as part of, and through the Software and/or Additional Services as provided by Diamon Docs. The Licensee may not install, access, configure or use any Licensed Components (including any APIs, tools, databases, libraries or other aspects of any Licensed Components) separately or independently of the rest of the Software and/or Additional Services, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any portions of the Licensed Components, or permit anyone else (including your customers) to do any of these things.
(c) Notwithstanding any other terms of this Agreement, the Licensee must not modify any Licensed Components. The Licensee acknowledges and agrees that it will be financially responsible to the applicable Component Licensor for all damages and losses resulting from its or its Authorized User’s breach of this clause 21.
(d) The Licensee understands that the relevant Component Licensor retains all ownership and intellectual property rights to the Licensed Component. Component Licensors (and any other third party licensors of any components of the Software and/or Additional Services) are intended third party beneficiaries of this Agreement with respect to the items they license and may enforce this Agreement directly against the Licensee. For the avoidance of doubt, Component Licensors do not assume any of Diamon Docs obligations under this Agreement. To the maximum extent permitted by applicable law, no Component Licensor(s) will be liable to you for any damages whatsoever.
We may modify the terms and conditions of this Agreement (including Diamon Docs Policies) from time to time, with notice to the Licensee in accordance with clause 21.1 or by posting the modified Agreement on our website. Together with notice, we will specify the effective date of the modifications.
No-Charge Software: The Licensee must accept the modifications to continue using the No-Charge Software. If the Licensee objects to the modifications, its exclusive remedy is to cease using the No-Charge Software.
Paid Licenses: Generally, when we make modifications to the main body of this Agreement (excluding the Diamon Docs Policies), the modifications will take effect at the next renewal of the License Term and will automatically apply as of the renewal date unless the Licensee elects not to renew pursuant to clause 7.1 (License Term and Renewals). In some circumstances, for example, to address compliance with Laws, or as necessary for new features – we may specify that such modifications become effective during the Licensee’s then-current License Term. If the effective date of such modifications is during the Licensee’s then-current License Term and the Licensee objects to the modifications, then (as its exclusive remedy) the Licensee may terminate its affected Orders upon notice to us, and we will refund to the Licensee any fees the Licensee has pre-paid for use of the affected Software for the terminated portion of the applicable License Term. To exercise this right, the Licensee must provide Diamon Docs with notice of its objection and termination within thirty (30) days of Diamon Docs providing notice of the modifications to this Agreement. For the avoidance of doubt, any Order is subject to the version of this Agreement in effect at the time of the Order.
Diamon Docs Policies: Our products and business are constantly evolving, and we may modify the Diamon Docs Policies from time to time, including during the Licensee’s then-current License Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to the Diamon Docs Policies that, considered as a whole, would substantially diminish our obligations during the Licensee’s then-current License Term. Modifications to the Diamon Docs Policies will take effect automatically as of the effective date specified for the updated policies.
Any notice under this Agreement must be given in writing. We may provide notice to the Licensee via email or through the Licensee’s account. The Licensee agrees that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Our notices to the Licensee will be deemed given upon the first business day after we send it. The Licensee will provide written notices to Diamon Docs by sending the notice by email to officialnotices@diamondocs.com.au with the words ‘Official Notice’ in the subject line. The Licensee’s notices to Diamon Docs will be deemed given upon within 3 days of our receipt.
Except as set forth in clause 21 (Changes to this Agreement), this Agreement may not be altered or modified other than by a subsequent written instrument executed by the parties.
Each party shall, and shall procure that its servants and agents shall:
(a) execute and deliver all deeds, documents and instruments and do all things necessary to give full effect to all of the agreements, arrangements and transactions contemplated by this Agreement and the rights and obligations of the Parties, at its own cost; and
(b) refrain from doing anything which may unreasonably hinder the performance of this Agreement.
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees to Diamon Docs) if the delay or failure is due to unforeseen events, which occur after this Agreement has been entered into and which are beyond the reasonable control of the parties (provided that the circumstance or the effect could not have been prevented or substantially mitigated by that party by reasonable diligence or reasonable precautionary measures)
(a) acts of God, lightning, storm, flood, fire, earthquake, explosion, cyclone, tidal wave or landslide or any natural disasters;
(b) strike, lockout or other labour difficulty;
(c) act of public enemy, war (declared or undeclared), sabotage, blockade, revolution, riot, insurrection, civil commotion, terrorism, malicious damage, breakages of machinery, pandemic, epidemic or health scares;
(d) the effect of any applicable laws, orders, rules or regulations of any government or other competent authority; and
(e) an embargo, power or water shortage, lack of transportation, train derailments and transport accidents.
The Licensee must not assign or transfer this Agreement without our prior written consent unless this Agreement in its entirety (including all Orders) are assigned to its successor resulting from its merger, acquisition, or sale of all or substantially all of its assets or voting securities, provided that the Licensee provide Diamon Docs with prompt written notice of the assignment and the assignee agrees in writing to assume all of the Licensee’s obligations under this Agreement. Any attempt by the Licensee to transfer or assign this Agreement except as expressly authorized above will be null and void. We may assign our rights and obligations under this Agreement (in whole or in part) without the Licensee’s consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under this Agreement, in which case we will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties’ permitted successors and assigns.
This Agreement is the entire agreement between the Licensee and Diamon Docs relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the Licensee and Diamon Docs with respect to the Software or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by the Licensee will supersede or supplement the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
In event of any conflict between the main body of this Agreement and either the Diamon Docs Policies or Product Specific Terms, the Diamon Docs Policies or Product Specific Terms (as applicable) will control with respect to their subject matter.
The rights, powers and remedies provided in this Agreement are in addition to those provided by law independently of this Agreement.
In the interpretation of each of this Agreement, no rule of construction will apply to disadvantage a party because that party drafted this Agreement or any part of this Agreement.
(a) No variation or waiver of, or any consent to any departure by a party from, a provision of this Agreement is of any force or effect unless it is confirmed in writing signed by the parties and then that variation, waiver or consent is effective only to the extent for which it is made or given.
(b) The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right conferred upon that party by this Agreement does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right under this Agreement.
(c) No waiver of any right under this Agreement nor forbearance nor delay in enforcement or any other indulgence, including but not limited to an indulgence of time granted by any party to any other party, shall affect the rights of a party under this Agreement and all the rights and powers of that party will remain in full force and effect notwithstanding any such waiver, forbearance, delay or other indulgence.
Nothing in this Agreement shall be deemed to create a relationship of employment, trust, agency, joint venture or partnership between the parties. Neither party shall have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
(a) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is to be construed in accordance with the laws in force from time to time in the State of Victoria, Australia.
(b) Each party irrevocably agrees that the courts of State of Victoria, Australia and any courts competent to hear appeals from those courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non contractual disputes or claims).