terms and conditions

Checkmate Digital Service Terms and Conditions These Service Terms and Conditions, together with:
A. any Order (defined in clause 1);
B. the Checkmate Digital CRM Platform Terms of Use set out in Annexure A;
set out the agreement (Agreement) under the terms of which Morzon Digital Ventures Pty Ltd trading as Checkmate Digital ABN 17 673 405 082 ("we", "us", or "Checkmate Digital") provides Services (defined in clause 3.1) to you or the company which you represent ("you", or the "Customer").
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1. ORDERS
‍1.1 ORDERS
(a) Unless otherwise agreed in writing, these Terms and Conditions will apply to all your dealings with us, including being incorporated in all agreements, quotations or orders under which we are to provide services to you (each an 'Order') together with any additional terms included in such Order (provided such additional terms are recorded in writing).

(b) You will be taken to have accepted this Agreement if you:
(i) accept any Order; or
(ii) order, accept or pay for any product and/or service provided by us after receiving or becoming aware of these Terms and Conditions, with the earliest date on either of these to occur being the "Start Date" for the purpose of this Agreement.

‍1.2 MEANING OF CAPITALISED WORDS AND PHRASES

Capitalised words and phrases used in these Terms and Conditions have the meaning given:
‍(a) to that word or phrase in an Order;
(b) by the words immediately preceding any bolded and bracketed word(s) or phrase(s);
(c) in the definitions in clause 19 of these Terms and Conditions; or(d) in the definitions in section 11 of the Checkmate Digital CRM Platform Terms of Use set out in Annexure A.

1.3 ORDER OF PRECEDENCE In the event of any inconsistency between these Terms and Conditions, any Order and the Checkmate Digital CRM Platform Terms of Use, the order of priority will be:(a) the Checkmate Digital CRM Platform Terms of Use;(b) the Order;(c) the clauses of these Terms and Conditions,to the extent of the inconsistency.
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‍2. TERM
‍(a) This Agreement will commence on the Start Date, and will continue in effect for the Minimum Term as set out in the Order and any extension period in accordance with this clause (Term). On expiry of the Minimum Term, this Agreement is automatically extended on a month to month basis until either party gives the other party thirty (30) days’ written notice of its intention to terminate the Agreement.
(b) If any Services are supplied after the expiry of the Minimum Term, without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that this Agreement will not apply, the terms of this Agreement will continue to apply for those Services.

3. SERVICES
‍3.1 GENERAL We will provide the Customer with the services set out in the Order Form (Services), for the Term.

3.2 STANDARD We will use its best efforts to provide the Services to the Customer in accordance with: (a) any applicable Laws, rules or regulations; (b) any applicable industry standards; and (c) in accordance with the Customer's reasonable directions.

3.3 PERSONNEL AND REPORTS We will use our best efforts to ensure our Personnel:
‍(a) are suitably qualified, trained and experienced in the supply of the relevant Services; and
‍(b) provide reports to the Customer on such occasions and such matters as are reasonably required by the Customer from time to time.

3.4 TIMING (a) The parties may agree on schedules for Services and/or deliverables, including estimated dates of completion, deadlines or schedules (Timelines). (b) We will use our best efforts to meet Timelines, however these are subject to change if unforeseen complexities arise. We will use our best efforts to minimise the impact of such changes. (c) We reserve the right to revise Timelines in the event that a delay is caused by the Customer’s failure to provide timely access, Feedback or other information or Materials reasonably requested by us in order to perform the Services.
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3.5 CHANGES TO SCOPE (a) The Customer must pay a 'change in scope fee', in an amount reasonably determined by us (Change Fee), for changes to Services requested by the Customer which alter the scope set out in the relevant Order and require us to perform additional work or incur additional costs (Changes) (this includes any feedback provided by the Customer after the Rounds of Feedback have been exhausted). (b) Unless otherwise agreed in writing, we may at our discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes. (c) We will only be required to perform Changes, if: (i) we agree in writing to perform the Changes; (ii) the Customer confirms in writing that they wish us to proceed with the Changes and the relevant Change Fee; and (iii) the Customer pays the Change Fee, in accordance with clause 7 as if it was a Fee.

3.6 REVIEW OF SERVICES
‍If the Customer reviews and approves of a Service, then that will constitute acceptance of responsibility for any errors and omissions within that Service. Checkmate Digital will use its best efforts to ensure there are no such errors or omissions.

3.7 EXCLUSIVITY - THE CUSTOMER'S OTHER SERVICE PROVIDERS To the extent that Services are described in an Order as being provided exclusively to the Customer (to the exclusion of other service providers), the Customer agrees and warrants that: (a) they appoint Checkmate Digital to provide those Services on an exclusive basis for their duration; (b) they will not make the same or similar arrangements with any third party service providers while they are receiving those Services; and (c) they will not allow any third party to perform services in relation to their business that are the same as, or similar to, the Services, while they are receiving the Checkmate Digital Services.

3.8 KPIs If there are Key Performance Indicators (KPIs) included in an Order, or KPIs have been otherwise provided to you in the process of scoping our Services, at any time prior to your Order, the Customer acknowledges and agrees that: (a) We will use our best endeavours to provide the Services in accordance with those KPIs; and (b) unless otherwise specified in an Order, they are indicative only and the Customer won't be entitled to any credit or refund for a failure of Checkmate Digital to meet a KPI.

3.9 THIRD PARTY TERMS AND CONDITIONS
(a) The Customer acknowledges and agrees that the terms & conditions of third party suppliers of goods or services (Third Party Terms) may apply to any part of the Services, including the terms & conditions of Google Ads, Instagram, YouTube and Facebook.
(b) Here are links to some of the terms & conditions of: (i) Instagram: https://help.instagram.com/581066165581870 (ii) Facebook: https://www.facebook.com/policies/ads and https://www.facebook.com/terms.php
(c) We will endeavour to notify the Customer of Third Party Terms that apply to the Services, in which case: (i) the Customer agrees to immediately notify us if they do not agree to the Third Party Terms; and (ii) if we do not receive a notice in accordance with clause 3.9(c), the Customer will be taken to have accepted those Third Party Terms, and we will not be liable for any loss or damage suffered by the Customer in connection with such Third Party Terms.
(d) The Customer acknowledges and agrees that if the Customer does not agree to any Third Party Terms, this may affect our ability to provide the Services, or meet Timelines.

3.10 DISCLAIMER
The Customer acknowledges and agrees that:
(a) any information provided to the Customer in connection with the Services is general in nature and may not be suitable for the Customer's circumstances; and
(b) it is the Customer's responsibility to comply with applicable Laws and regulations relevant to the Customer's business, including industrial relations laws and privacy laws. You are responsible for making sure that any communications which Checkmate Digital creates, sends or delivers on your behalf, comply with applicable Laws including but not limited to Privacy Act, SPAM Act and Do Not Call Register Act.

‍4. WARRANTIES FROM BOTH PARTIES 4.1 COMPLIANCE WITH LAWS Subject to clause 3.10, we and warrant that in providing the Services, and the Customer agrees and warrants that in receiving and using the Services, it will not: (a) breach any applicable Laws, rules or regulations (including any applicable privacy laws); or(b) infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

4.2 ACT REASONABLY
‍Both parties warrant that they will act reasonably in relation to their rights and obligations under this Agreement.

‍5. CUSTOMER OBLIGATIONS
‍5.1 PROVIDE INFORMATION
The Customer agrees to provide Checkmate Digital with all documentation, information and assistance reasonably required by us to perform the Services.

5.2 ACCESS
(a) The Customer agrees to provide Checkmate Digital with access, as is reasonably required by us, to:
(i) the Customer's Personnel;
(ii) the Customer's paid advertising accounts; and
(iii) any other third party or other accounts used by the Customer.

(b) The Customer acknowledges and agrees that if, for whatever reason and at any time, they revoke Checkmate Digital’s access to its paid advertising accounts or other third party or other accounts (Customer Ad Accounts) used by the Customer, we will not be liable for any loss or damage the Customer might sustain in connection with the Customer Ad Accounts following such access revocation.

5.3 CUSTOMER MATERIALS
(a) The Customer warrants that all information, documentation and other Material (defined in clause 10) it provides to us for the purpose of receiving the Services is complete, accurate and up-to-date.

(b) The Customer releases us from all liability in relation to any loss or damage that may arise in connection with the Services, to the extent it is caused or contributed to by information, documentation or any other Material provided by the Customer being incomplete, inaccurate or out-of-date.

6. SPECIFIC SERVICES
‍6.1 PAID ADVERTISING To the extent the Services involve sales funnel building, creating (subject to Customer approval of content) and setting up SMS, MMS and nurture emails (Paid Advertising), the Customer acknowledges and agrees that (unless otherwise agreed in writing): (a) Checkmate Digital makes no promise or guarantee regarding the effectiveness of any Paid Advertising, including as to conversion rates, but instead by using its professional skills aims to deliver an incremental improvement of the Customer's results; and (b) the effectiveness of the Paid Advertising may be affected by circumstances outside Checkmate Digital’s control and we will not be liable for any loss or damage suffered by the Customer arising from such circumstances. Such circumstances may include: (i) the Customer's account used by Checkmate Digital to perform the Paid Advertising being cancelled or disabled on a temporary or permanent basis; or (ii) the platform that is used by Checkmate Digital to provide the Paid Advertising changing its functionality in any way.

6.2 PAID ADVERTISING SPEND (a) Unless otherwise specified, the Fees charged by Checkmate Digital do not include Paid Advertising ad spend amounts, and the Customer will be responsible for paying these fees in addition to the Fees, either directly to the relevant platform or to Checkmate Digital (as agreed by the parties). (b) If the Customer provides Checkmate Digital with its credit card, direct debit or other financial details for the purposes of making Paid Advertising ad payments on the Customer's behalf, we will keep these details confidential, and treat them as Confidential Information in accordance with clause 9. (c) The Customer consents to Checkmate Digital using the Customer's credit card, direct debit or other financial details on its behalf to make payments for Paid Advertising and any other related services reasonably necessary for Checkmate Digital to perform the Services.

6.3 CUSTOMER AD ACCOUNT (a) Unless otherwise specified in an Order, the Paid Advertising account that Checkmate Digital uses to provide Paid Advertising Services will be owned and operated by the Customer (Customer Ad Account). (b) The Customer will own all Intellectual Property Rights in the information, data and other Material in the Customer Ad Account. (c) Checkmate Digital will use the Customer Ad Account to provide  Paid Advertising, and will ensure that, on or after the expiry of the Term: (i) Checkmate Digital will not access the Customer Ad Account; and (ii) the Customer is provided access to the Customer Ad Account.

7. FEES AND PAYMENT 7.1 FEES (a) The Customer agrees to pay fees for Services in the amounts set out in the Order plus any pass through costs for SMS, MMS, email or other communication costs incurred by Checkmate Digital (together, Fees), on or before the due date(s) set out in the relevant invoice issued by Checkmate Digital.
(b) Fees paid in accordance with this Agreement are non-refundable for change of mind. (c) If an invoice issued by Checkmate Digital does not set out a due date for a Fee, then the Fee will be due within 7 days from the date of that invoice. (d)  Checkmate Digital may review the monthly Service Fee payable on an annual basis. Any change in Fees will be agreed by the parties.7.2 AUTOMATIC RECURRING BILLING You must pay Fees in respect of each monthly period, unless you notify us within 30 days of the expiry of the then current month that you want to cancel the relevant Service. Otherwise, we will continue to debit the Fees from your account each month. We will not pay any charge back amount if you fail to cancel the Services in accordance with this Agreement. By choosing a recurring payment plan, you acknowledge that the relevant Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Service. We may submit periodic charges for the Fees without further authorisation from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorisation or change your payment method, please contact us at the following email address: accounts@moreleads.digital 7.3 RETAINER TIERS (a) If the Services include retainer-based Services, charged monthly, (Retainer) then you may notify us that you would like to upgrade or downgrade your Retainer to a different tier of Services we offer (Retainer Tier), or cancel your Retainer, at any time. If you do, we will: (i) take reasonable steps to promptly provide you with access to the new Retainer Tier or cancel your Retainer; and (ii) upon doing so, apply the new, relevant Fees, in the monthly billing cycle immediately following the month in which your access to the new Retainer Tier was provided, and you will be charged at the new Fee in that subsequent month (subject to clause 7.3(b)) (and in the case of cancellation, stop charging you Fees for your Retainer).
(b) If you choose to cancel or downgrade your Retainer, the new Fees will kick in at the start of the next billing cycle, unless you provide us with less than 30 days' notice or we notify you otherwise. We generally don't prorata downgrades in between billing cycles, however we reserve the right to from time to time (c) This Agreement will be taken to be amended in accordance with any changes agreed in accordance with clause 7.3(a). (d) If you choose to downgrade your Retainer, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, including any Customer Data in relation to a downgrade in your Retainer.


7.4 LATE PAYMENT (a) If the Customer does not pay an amount due under this Agreement on or before the date it is due: (i) we may immediately suspend provision of the Services; (ii) we may seek to recover the amount due by referring the matter to a collection agency; (iii) without limiting any of Checkmate Digital’s other rights under this Agreement, the Customer must pay interest at the rate of 15% per annum on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date on which payment is received by Checkmate Digital; and (iv) the Customer must reimburse Checkmate Digital for any costs it incurs, including any legal costs, in connection with recovering the amount due or enforcing any of its rights under this Agreement.
7.5 EXPENSES Provided such expenses are approved by the Customer prior to them being incurred: (a) the Customer will bear all expenses reasonably incurred by Checkmate Digital in connection with the Services; and (b) any third party costs incurred by Checkmate Digital in the course of performing the Services may be billed to the Customer. 7.6 GST Unless otherwise indicated, amounts stated in the Order do not include GST. In relation to any GST payable for a taxable supply by Checkmate Digital, the Customer agrees to pay the GST subject to Checkmate Digital providing a tax invoice. 7.7 CARD SURCHARGES Checkmate Digital reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club). 7.8 DIRECT DEBIT If Fees are to be paid using direct debit (DD), the Customer: (a) authorises direct debit in line with the third party payment provider's, as notified to the Customer (Payment Provider), separate DD Authorisation Form and any DD agreement as applicable; (b) agrees to enter into any DD agreement required by our Payment Provider;
(c) authorises Checkmate Digital to charge your bank account or credit card in advance in line with any DD Authorisation Form and any DD agreement; (d) agrees to ensure that there are sufficient funds available in your account to allow our Payment Provider to debit the fees payable; and (e) acknowledges and agrees that there may be additional payments required from the Payment Provider if you miss or fail to make any payment. These terms are separate and in addition to the terms of this Agreement.

8. ACCREDITATIONS (a) Unless otherwise agreed in writing, Checkmate Digital retains the right to describe the Services and reproduce, publish and display the deliverables (including analysis of the results Checkmate Digital achieves in performing the Services) in Checkmate Digital’s portfolios, pitch decks and websites for the purposes of recognition or professional advancement. (b) In connection with such uses under clause 8(a), Checkmate Digital may: (i) exercise such rights after termination of this Agreement, and if the Customer is no longer a client of Checkmate Digital; (ii) be credited with authorship of the Services and deliverables; and (iii) refer to the Customer, and use the Customer’s name, logos and other branding (acting reasonably, and without holding itself out as acting on behalf of the Customer). 9. CONFIDENTIALITY, DATA & PRIVACY 9.1 PRIVACY (a) The parties agree to comply with their respective obligations under the Privacy Act 1988 (Cth).9.2 THIRD PARTY DATA (a) The Customer warrants, in relation to the personal information and all other data that it provides to Checkmate Digital in connection with this Agreement (Third Party Data), that: (i) the Customer has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data; (ii) the Customer is not breaching any Law by providing Checkmate Digital with Third Party Data; (iii) Checkmate Digital will not breach any Law by performing the Services in relation to any Third Party Data; (iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Customer has notified Checkmate Digital of this, and Checkmate Digital has agreed to perform the Services in respect of that data (being under no obligation to do so); and (v) Checkmate Digital will not breach any Third Party Terms by performing the Services in relation to any Third Party Data. (b) The Customer agrees at all times to indemnify and hold harmless Checkmate Digital and its officers, partners, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 9.2(a). 9.3 CONFIDENTIAL INFORMATION The parties will not, during, or at any time after, the Term, disclose Confidential Information directly or indirectly to any third party, except: (a) with the other party's prior written consent; (b) as required by Law; or (c) to their Personnel on a need to know basis for the purposes of performing its obligations under this Agreement (Additional Disclosees).
9.4 BREACH If either party becomes aware of a suspected or actual breach of clause 9.3 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 9.3. 9.5 PERMITTED USE A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this Agreement. 9.6 RETURN On termination or expiration of this Agreement, each party agrees to immediately return to the other party, or (if requested by the other party) destroy any documents or other Material in its possession or control containing Confidential Information of the other party. 9.7 ADDITIONAL DISCLOSEES Each party will ensure that Additional Disclosee’s keep the Confidential Information confidential on the terms provided in this clause 9. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information. 10. INTELLECTUAL PROPERTY 10.1 DEFINITIONS In this clause and the Order, the following terms have the following meanings in relation to Intellectual Property Rights: (a) Existing Material means Material of either party, other than New Material;
(b) Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever; and (c) New Material means Material that is created, written, developed or otherwise brought into existence during the Term for the purposes of this Agreement. 10.2 EXISTING MATERIAL (a) Except to the extent otherwise stated in the Order or in this clause 10: (i) each party retains ownership of the Intellectual Property Rights in their Existing Material; and (ii) nothing in this Agreement transfers ownership of, or assigns any Intellectual Property Rights in, either party’s Existing Material to the other party. (b) The Customer grants to Checkmate Digital (and its Personnel) a non-exclusive, royalty free, non transferable, worldwide and irrevocable licence to use its Existing Material to the extent reasonably required to perform any Services. (c) The Customer warrants that Checkmate Digital’s use of the Customer's Existing Material will not infringe the Intellectual Property Rights of any third party and will indemnify Checkmate Digital from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.


(d) Checkmate Digital grants to the Customer a non-exclusive, royalty free, non-transferable and revocable licence to use its Existing Material, to the extent: (i) such Existing Material is incorporated into the New Material; and (ii) such use is reasonably required for the Customer to enjoy the benefit of the Services. 10.3 NEW MATERIAL Unless otherwise stated in an Order: (a) the Intellectual Property Rights in New Material are assigned to and vest in Checkmate Digital as those rights are created;  (b) Checkmate Digital then grants to the Customer a revocable licence to use the New Material in order for the Customer to use, and otherwise enjoy the benefit of the New Material during the Term of the Agreement. 11. SUBCONTRACTING Checkmate Digital may subcontract the provision of the Services. Checkmate Digital will be responsible for the acts or omissions of its subcontractors as if they were the acts or omissions of Checkmate Digital. 12. WARRANTIES
(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this Agreement are excluded. (b) Nothing in this Agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Customer may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided. 13. LIABILITY (a) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of Checkmate Digital to the Customer in respect of loss or damage sustained by the Customer under or in connection with this Agreement is limited to the total Fees paid to Checkmate Digital by the Customer in the 3 months preceding the first event giving rise to the relevant liability. (b) (Indemnity) The Customer agrees at all times to indemnify and hold harmless Checkmate Digital and its officers, employees and agents ("those indemnified") from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Customer or the Customer's officers’, employees’ or agents': (i) breach of any term of this Agreement; or (ii) negligent, fraudulent or criminal act or omission.


(c) (Consequential loss) Checkmate Digital will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Agreement or any goods or services provided by Checkmate Digital, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law. 14. DISPUTE RESOLUTION (a) A party claiming that a dispute has arisen under or in connection with this Agreement agrees to not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause. (b) A party that requires resolution of a dispute which arises under or in connection with this Agreement agrees to give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause. (c) Once the dispute notice has been given, each party to the dispute agrees to then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute. 15. TERMINATION 15.1 TERMINATION RIGHTS (a) After the expiration of the Minimum Term, either party may terminate this Agreement at any time by providing one (1) month's written notice to the other party.
(b) Either party (Non-Defaulting Party) may terminate this Agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party: (i) is in breach of this Agreement and either: A. fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or B. that breach is not capable of remedy; or (ii) ceases, suspends or threatens to cease or suspend to conduct its business; or (iii) becomes subject to any form of insolvency or bankruptcy administration. 15.2 ACCRUED RIGHTS AND LIABILITIES The expiration or termination of this Agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this Agreement occurring prior to expiration or termination of this Agreement. 15.3 CONSEQUENCES OF EXPIRATION OR TERMINATION Upon expiration or termination of this Agreement:


(a) Checkmate Digital will refund any amounts paid by the Customer for Services not provided as at the date of termination (except that if the Customer terminates this Agreement under clause 15.1(a), the Customer will not be entitled to any refund in respect of the month in which the Customer exercised their right to terminate); (b) the Customer agrees to pay all amounts owed for Services already provided as at the date of termination; (c) each party agrees to return all property of the other party to that other party; and (d) each party agrees to immediately return to each other party, or (if requested by that party) destroy any documents in its possession or control containing Confidential Information of the other party. 15.4 SURVIVAL Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry. 16. FORCE MAJEURE (a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this Agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party agrees to give to the other party prompt written notice of: (i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation. (b) Subject to compliance with clause 16(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event. (c) The Affected Party agrees to use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) For the purposes of this Agreement, a 'Force Majeure Event' means any act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire, strikes or other industrial action outside of the control of the Affected Party, war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic, or other cause or causes beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party's ability to perform its obligations. 17. NOTICES (a) A notice or other communication to a party under this Agreement must be: (i) in writing and in English; and (ii) delivered via email to the other party, to the email address specified in this Agreement, or if no email address is specified in this Agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this Agreement as at the date of this Agreement (Email Address). The parties may update their Email Address by notice to the other party.


(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given: (i) 24 hours after the email was sent; or (ii) when replied to by the other party, whichever is earlier. 18. GENERAL 18.1 GOVERNING LAW AND JURISDICTION This Agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. 18.2 BUSINESS DAYS If the day on which any act is to be done under this Agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this Agreement expressly specifies otherwise. 18.3 AMENDMENTS This Agreement may only be amended in accordance with a written agreement between the parties. 18.4 WAIVER No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. 18.5 SEVERANCE Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this Agreement is not limited or otherwise affected. 18.6 SPECIAL CONDITIONSThe special conditions in the Order Form, if any, form part of this Agreement.  If there is any inconsistency between a provision of the special conditions and a provision of this Agreement the provision of the special conditions prevails to the extent of the inconsistency.18.7 JOINT AND SEVERAL LIABILITY An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally. 18.8 ASSIGNMENT A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. 18.9 COUNTERPARTS This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this Agreement and all together constitute one agreement.



18.10 COSTS Except as otherwise provided in this Agreement, each party agrees to pay its own costs and expenses in connection with negotiating, preparing, executing and performing this Agreement. 18.11 ENTIRE AGREEMENT This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement. 18.12 INTERPRETATION (a) (singular and plural) words in the singular includes the plural (and vice versa); (b) (gender) words indicating a gender includes the corresponding words of any other gender; (c) (currency) a reference to $, or "dollar", is to Australian currency, unless otherwise agreed in writing; (d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; (e) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (f) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; (g) (this Agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this Agreement, and a reference to this Agreement includes all schedules, exhibits, attachments and annexures to it; (h) (document) a reference to a document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time; (i) (headings) headings and words in bold type are for convenience only and do not affect interpretation; (j) (includes) the word "includes" and similar words in any form is not a word of limitation; and (k) (adverse interpretation) no provision of this Agreement will be interpreted adversely to a party because that party was responsible for the preparation of this Agreement or that provision.


19. DEFINITIONS In these terms and conditions, capitalised words and phrases have the meanings set out in the Order, or the following meanings:
Term  Meaning Business Day A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in Sydney, New South Wales. Confidential Information Information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge. Fees Has the meaning set out in clause 7.1(a). Intellectual Property Rights All copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this Agreement both in Australia and throughout the world. Laws Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Services are performed or received and includes any industry codes of conduct. Personnel Employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors. Services Means the provision of access to Checkmate Digital’s CRM Platform, management of Customer Ad Account, Paid Advertising Services including sales funnel building, creating and setting up of SMS, MMS and email notifications (content subject to Customer approval).  Annexure A - Checkmate Digital CRM Platform Terms of Use (Terms)1. Use of Platform1.1. Age Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a "Minor") create a Customer account and/or use the Platform, you agree to: (i) supervise the Minor’s use of the Platform and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Platform and their Customer account; (iii) ensure that the content on the Platform is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.





1.2. Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. You represent and warrant that you have the authority to bind the business entity to these terms.


1.3. Intended Use. You may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You will maintain in effect all licences, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, subcontractors who use of the Platform; (iii) You, your employees, agents and subcontractors will not misrepresent the Platform or the Services; (v) You will provide these Terms to your employees, agents, and subcontractors and confirm that all employees, agents, and subcontractors understand that they are subject to these Terms if they use or offer access to the Platform; (vi) You own or control all rights in and to all content you provide to Checkmate Digital, including, but not limited to, any code provided to customise the Platform for your customers; (vii) You will be solely responsible for your use of the Platform, including the quality and integrity of any data and other information, including Information, made available to us by or for you
through the use of the Platform; and (viii) You, your employees, and your subcontractors will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider.
1.4. Privacy. By using the Platform and providing Information on or through the Platform, you consent to Checkmate Digital's use and disclosure of the Information in accordance with the Privacy Laws. You agree that Checkmate Digital has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers, employees, agents and subcontractors with access to the Platform, you must implement and enforce your own Privacy Policy, providing the level of protection at least equal to that provided to you by Checkmate Digital. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.
1.5. Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorised by you. You agree to notify Checkmate Digital immediately of any unauthorised access to or use of your Platform Account or Login Credentials or any other breach of security. Checkmate Digital reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Checkmate Digital's opinion, you have violated any provision of these Terms. Platform
Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorised users from accessing your Platform Account with your Login Credentials.
1.6. Use of Communication Services. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods.  If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications including but not limited to, the Privacy Act, SPAM Act and Do Not Call Register Act. You represent and warrant that you understand and will comply with those laws.  Checkmate Digital is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws.  




1.7. Third Party Services. The Platform may leverage or include access to Third Party Services. Checkmate Digital is not responsible for the usability or accessibility of Third Party Services. If you elect to pause or delete some or all of your Platform Account, certain features or functionality (such as LeadConnector phone numbers or email services) may not be retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and Checkmate Digital is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), Checkmate Digital reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability. Checkmate Digital disclaims all liability related to outages or downtime of Third Party Services.
1.8. Third Party Content. The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of Checkmate Digital. Checkmate Digital is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.
1.9. Customizations. You acknowledge that you are not able to customise the Platform.
2. Prohibited UsesThe following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of this Agreement for which Checkmate Digital may immediately suspend or termination your Platform Account in accordance with these Terms:
Use of the Platform in any way that violates any applicable law or regulation.Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.Use of the Platform to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.Impersonating or attempting to impersonate Checkmate Digital, a Checkmate Digital employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the PlatformEngaging in any conduct that would may, as determined by Checkmate Digital, harm Platform users or Checkmate Digital, or expose either to liability. Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorised purpose without Checkmate Digital's prior written consent.Use of any device, software or routine that interferes with the proper working of the Platform.Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempting to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.Otherwise attempting to interfere with the proper working of the Platform.3. Intellectual Property3.1. Platform Content. The Platform and Platform Content are the property of Checkmate Digital or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. Checkmate Digital grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive licence to access and use the Platform Content while using the Platform for the purpose of making the



Platform available to You and receiving the benefit of the Services. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of Checkmate Digital is strictly prohibited.3.2. User Contributions. User Contributions are considered non-confidential and non-proprietary. You grant Checkmate Digital, our service providers and each of their licensees, successors, and assigns the perpetual right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for any purpose. You also grant Checkmate Digital the right to use Your Information and User Contributions to improve the Platform, develop new services, and/or
improve Checkmate Digital's overall product offerings and business model.  Checkmate Digital is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. V is not responsible for any failure or delay in removing User Contributions that violate the Terms. Checkmate Digital
reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) You own or control all rights in and to the User Contributions and have the right to grant the licence granted above; (ii) All of your User Contributions comply with these Terms; and (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of your User Contribution.3.3. Prohibited User Contributions. You are prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform account.4. DisclaimersTHE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT CHECKMATE DIGITAL HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT CHECKMATE DIGITAL IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.CHECKMATE DIGITAL MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH
TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.


WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT.
5. Limitation of Liability, Indemnification, and MitigationYour exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.IN NO EVENT SHALL CHECKMATE DIGITAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY
WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
You agree to defend, indemnify, and hold Checkmate Digital harmless  against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform  (“Claims”), including, but not limited to:  (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms  by you, your employees, agents, or customers; (c) the wrongful use or possession of any Checkmate Digital property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your
employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the  Platform non-infringing; or (c) require you to immediately cease any use of the  Platform..6. Limitation On Time To File ClaimsANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.Sometimes money won’t fix the problem if you breach these terms. In those instances, we might seek equitable relief, like an injunction.



7. Injunctive ReliefYou agree that a breach of these Terms will cause irreparable injury to Checkmate Digital for which monetary damages would not be an adequate remedy, and Checkmate Digital shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.8. Waiver And SeverabilityYou agree that a breach of these Terms will cause irreparable injury to Checkmate Digital for which monetary damages would not be an adequate remedy, and Checkmate Digital shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.No waiver by Checkmate Digital of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Checkmate Digital to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.9. Change of Control
Checkmate Digital may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without Checkmate Digital's prior written consent which may be withheld at Checkmate Digital's sole discretion.10. Term and TerminationThese Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.a. Grounds for Termination.  You agree that Checkmate Digital, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.  Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. Checkmate Digital reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.
b. No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. Checkmate Digital is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.c. Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
11. Definitions11.1. “Information” means data about You and Your customers that Checkmate Digital collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.
11.2. “Login Credentials” means the username and password used to access your Platform Account.11.3. “Platform” means the CRM platform offered to you on or through Checkmate Digital's website or mobile application.
11.4. “Platform Account” means the account created in order for you to access and use the Platform.11.5. “Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.11.6. “Prohibited Conduct” means the behaviors described in Section 2.11.7. “Services” means the variety of product integrations and services that Checkmate Digital makes available on the Platform. Services may include Third Party Services.11.8. “Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.11.9. “Third Party Services” means any services owned and provided by a third party vendor that Checkmate Digital makes available to You as a Service on or through the Platform.11.10. “User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to V directly.11.11. “You” or “you” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorised to act on your behalf.



Last updated: 14 January, 2024