Terms of Service

Preamble

1. PaperCut Grows (Grows) allows you to purchase trees to be planted by our service provider to offset your printing. You can track your purchases by using a dashboard or widget functionality that shows you how many pages you have printed, how many trees it took to print those pages, and if the trees you have purchased offset the pages you have printed on your Authorised Platforms
2. These Terms of Service (Terms) provide the terms upon which you can receive the Grows Service from us and plant trees to offset your printing.
3. Grows is designed to integrate with the current PaperCut Products you already have, including PaperCut NG and MF, and our cloud services, PaperCut Pocket and PaperCut Hive. This means the Grows dashboard or widget will be accessible through your current dashboard for your current PaperCut Products.
4. When we say PaperCut, we, us or our, we mean PaperCut Software Pty Ltd (ACN 650 500 413) including our related entities as you may be advised from time to time.
5. You may receive the indirectly through our Authorised Resellers when you purchase our Service from them or when you purchase our Service as part of their products or services. This Agreement applies to our relationship with you regardless of how the Service is supplied to you.

Definitions and interpretation

1. Definitions

   In this Agreement, the following definitions apply:

   Affiliate means an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, an entity. For this purpose, one entity “controls” another entity if it has the power to direct the management and policies of the other entity (for example, through the ownership of voting securities or other equity interest, representation on its board of directors or other governing body, or by contract).

   Agreement means the terms and conditions in these Terms, the Support Policies, our Privacy Policy, any details in the Contract Details, and any agreement for the other PaperCut Products that have been licensed to you, including any EULAs or Terms of Service.

   Authorised Platform means servers, workstations, printers, multi-function devices and mobile devices that are owned, leased or controlled by you, your Users, and or your Affiliates on which any PaperCut Product is designed to be used.

   Authorised Reseller means a reseller or commercial partner, including PaperCut’s Authorised Solution Centers or Resellers as set out on our Website, that are authorised by PaperCut to resell the Service either on its own, as part of a multi-function device, or other combined service offering.

   Confidential Information means any non-trivial, non-public information, however recorded, preserved, disclosed or communicated (whether directly, indirectly, orally or by writing), disclosed by either party or its Representatives to the other party or its Representatives in connection with this agreement that is or, ought to have been, understood by the parties using reasonable business judgment, to be confidential. The Service and related documentation, License Keys and this Agreement, including the terms, pricing and Fees payable, are agreed to be the Confidential Information of PaperCut.

   Contract Details means the details of the license for the Service including the maximum number of Authorised Platforms (or other license metric that is applicable to the Service), the Maintenance and Support and applicable Fees and Taxes, that are advised to you and/or are selected or entered by you prior to you placing your order for the Service (usually with an Authorised Reseller, rather than with PaperCut directly), or to which you have otherwise agreed in writing with PaperCut or its Authorised Reseller.

   Data Protection Laws means the applicable data protection or privacy laws of any country to any Personal Information being transmitted under this Agreement.

   Discloser means the party that makes a disclosure of Confidential Information.

   Effective Date means the first date the Service is made available to you on any of your Authorised Platforms.

   Fees means the amount payable for the Service, the Maintenance and Support or other items acquired under the Agreement, as applicable, exclusive of Taxes.

   Intellectual Property Rights means copyright, moral rights, trade mark, design rights, service marks, patent, semiconductor or circuit layout right, trade secrets, know-how, database rights or other rights in the nature of intellectual property rights (whether registered or unregistered), or any right to registration of such rights, existing anywhere in the world, or protected by statute from time to time, whether created before, on or after the Effective Date.

   License Key means any form of license file, lock, password or other mechanism that may be used to control access to, or manage use of, the Service.

   PaperCut Marks means all trade marks, service marks, logos or other words or symbols identifying the Service, PaperCut Products, Maintenance and Support, PaperCut Customer Care service or PaperCut's business (whether owned by PaperCut or any PaperCut Affiliate), and all trade marks, service marks, logos or other words or symbols identifying any third party software that is licensed by the third party to PaperCut and integrated in the Service.

   PaperCut Products means any other PaperCut software and services that we offer from time to time, including but not limited to PaperCut MF, PaperCut NG, PaperCut Hive and PaperCut Pocket, and any software and services that replace or supersede the software and services.

   Personal Information (also known as Personal Data) will have the same meaning as in the applicable data protection laws.

   Maintenance and Support means the services provided by PaperCut described in clause 7.

   Open Source Code means individual software components that are provided with software or hardware, for which the source code is made generally available without charge for use, modification or distribution. 

   Planting Partner means any of the third party providers who we may contract with to plant the trees which underpin the PaperCut Grows Service.

   Recipient means the party that receives a disclosure of Confidential Information.

   Representatives means the employees, agents, contractors of a party to this Agreement, or those of any Affiliate, and the professional representatives of a party providing advice in relation to this Agreement, including the lawyers, bankers, auditors, accountants and insurers of a party.

   Service means the PaperCut Grows Service made available to you (including, as necessary, any software component), and any Updates and Upgrades that may be made available to you by PaperCut in its discretion, under this Agreement. The Service may include Open Source Code and other software which is owned or licensed by us. The term Service does not include any beta, pre-release or other special release programs.

   Support Policies means PaperCut's document that describes the policies, processes and scope of support services for the Service, as are posted on the Website under the heading ‘Support’. The Support Policies may be updated by PaperCut in its discretion from time to time.

   Taxes includes goods and services taxes or other sales taxes, duties, withholding taxes, levies, imposts or other charges or duties levied by any federal, state or local government which arise out of or in connection with the Service, Maintenance and Support service or this Agreement, and any interest, penalties or liabilities incurred on such amounts, but excludes taxes based on the net income of PaperCut.

   Update means any bug fixes, patches or workarounds for the Service that have been produced primarily to overcome defects in the Service without significantly altering the functionality of the Service.

   Upgrade means a version of the Service that has been produced primarily to extend, alter or improve the Service by providing additional functionality or performance enhancements (whether or not defects are also corrected). Upgrades do not include any software that is marketed by PaperCut as a different product. PaperCut shall determine in its discretion whether any software is an Upgrade or a different product.

   User means an identifier that is listed as a user in the Service's database. Any User that is defined by a generic term may only be used by a single individual. All Users from you and/or your Affiliates who have identifiers listed as users in the Service's database are included in aggregate in the total number of Users. Where you are an Authorised Reseller, this includes any customers and their users.

   Variation means any addition, deletion or substitution to any part of this Agreement that is made in accordance with this Agreement.

   You or your means the person or organization who uses or licenses the Service and who, by so doing, accepts this Agreement.

   Website means PaperCut's website from which you can access our services or additional software programs.

2. Interpretation

   In this Agreement:

   1. an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits them all jointly;
   2. no provision of this Agreement will be construed to the disadvantage of a party merely because that party was responsible for preparing this Agreement or including the provision in this Agreement; and
   3. parties must perform their obligations on the dates and times fixed by reference to Melbourne, Victoria.

Agreement

1. Service

   1. Our Agreement with you commences as of the Effective Date and continues for the subscription period described in your Contract Details, unless terminated earlier in accordance with clause 17.
   2. The person that clicked "I Agree" during the sign-on process warrants to PaperCut that they have authority to enter into this Agreement on behalf of the entity that was entered into the Company Details tab on the Website during the sign-on process.
   3. If you are an Authorised Reseller, or an Authorised Reseller’s Representative, you represent and warrant that you have the full legal authority to bind the applicable Users to these Terms and that you agree on the Users’ behalf to be bound by the Terms.

2. General

   1. It is important that you carefully read this Agreement, as by implementing and/or using the Service by any means, you:
      1. agree to this Agreement and you enter into a legally binding agreement with us from the Effective Date;
      2. acknowledge that you have read and understood this Agreement; and
      3. agree that you have the authority to enter into a legal agreement with us on your own behalf and on behalf of any person you authorise to use the Service.
   2. PaperCut may send a “proof of purchase” confirmation email or other document (Order Confirmation) summarizing the Contract Details. This may be provided as part of or in addition to a “proof of purchase” for other PaperCut Products. If you do not notify PaperCut in writing of any discrepancy in the Contract Details within 48 hours of receiving the Order Confirmation, then you accept the Contract Details as set out in the Order Confirmation.
   3. PaperCut may send a notification email to the nominated address confirming Agreement acceptance. This notification may inform you that Personal Information is collected, stored and retained by PaperCut for the purpose of providing our Service in accordance with our Privacy Policy.
   4. The parties are entitled to rely on any notice or communication in electronic format, including any facsimile or email, that on its face appears authentic, and that has the purported author's name on it to the same extent as if it were a document written by the author. The parties’ consent to this Agreement being signed or varied through electronic communication.

Supply of the Service

1. Indirect Supply

   1. We may provide the Service to you indirectly through our Authorised Resellers when you are purchasing other PaperCut Products.
   2. You may access the Service from our Authorised Resellers or you may be provided the Service as part of the Authorised Reseller’s products, goods or services when we have an indirect relationship in accordance with this clause 3.1.
   3. Where the Service has been provided to you in accordance with this clause 3.1, the relationship between you and us will be governed by this Agreement, and you accept this Agreement by installing and/or using the Service.

2. Deliverables

   1. The most important part of the PaperCut Grows Service is, of course, the trees! We may partner with a range of Planting Partners in order to plant the trees that you have elected to plant in association with your use of the Service.
   2. Upon our successful payment of the relevant amount to the Planting Partner, the trees associated with that payment will be considered ‘planted’ for bookkeeping purposes. You won’t have any direct relationship with our Planting Partner(s), nor will you ever be expected to manage how the Planting Partner plants your trees. Our promise to you is that the trees will be planted - we are responsible for ensuring that our Planting Partners hold up their end of the bargain.

Right to use the Service

1. Rights

   1. Subject to PaperCut's (or, as applicable, its Authorised Reseller’) receipt of the applicable Fees and Taxes in accordance with the Contract Details, PaperCut grants you a non-exclusive, non-transferable, indivisible, limited use license to access the Service on one or more devices that are the Authorised Platforms, for use by you or your Affiliates from the Effective Date until the license is terminated in accordance with this Agreement, subject to any usage periods or limits set out in the Contract Details.
   2. Notwithstanding clause(a), the license, and your right to use the Service:
      1. terminates automatically at the end of the subscription period set out in the Contract Details, unless extended by agreement with PaperCut; and
      2. will be terminated if this Agreement terminates in accordance with clause 16.

2. Maintenance and Support

   1. We will provide you with Maintenance and Support for the Service in accordance with clause 6.

3. Updates

   1. You have the right to receive and install any Updates for the Service that may be issued by PaperCut from time to time.
   2. You must install Updates promptly, especially Updates that have been made available for security issues.
   3. There are no additional Fees for this right to receive and install Updates.

4. Devices and Backup

   1. You are responsible for ensuring that any devices on which you use the Service are in good, up-to-date working order and operating condition.
   2. If the Service includes a software component, You may install a backup copy of the that software on a storage medium other than a hard drive which may only be used for the purpose of reinstalling that software.

5. License Key

   PaperCut may provide you with a License Key to enable you to use the Service. You acknowledge and agree that the License Key may prevent, hinder or reduce availability of features where you are using the Service in excess of the usage rights that you have agreed to pay for.

Restrictions

You, or if you are an Authorised Reseller must procure that your Users do not, must not:

1. use the Service to provide any facility management or service bureau service, or for the benefit of any third party (other than an Affiliate);
2. use the Service in conjunction with any non-PaperCut software or service (for example by facilitating the use of PaperCut Grows to track printing via other print management platforms, without our permission;
3. allow access to the Service or any related documentation by any third party other than your Affiliates or Users;
4. disclose the Service or any online or hardcopy documentation related to the Service to any third party (other than an Affiliate);
5. adapt, translate, publish, communicate to the public, or create any derivative work or translation of the Service, unless expressly permitted by law;
6. sub-license, lease, rent, loan, assign, novate or otherwise transfer the Service to any third party;
7. reverse engineer, reverse compile, decompile or disassemble the object code of the Service or any part of the Service (or other underlying data), or otherwise attempt to derive the source code of the Service or any software associated with it;
8. use any part of the Service other than as an integrated part of the overall Service program;
9. remove, alter or obscure any PaperCut Marks, or any proprietary or restricted use notice on the Service;
10. allow the Service or any part of it (including any software) to become the subject of any charge, lien, encumbrance or security interest; or
11. deal in any other manner with any or all of your rights and obligations under this Agreement.

Maintenance and Support

1. This clause 6 applies for any Maintenance and Support provided by PaperCut to you under these Terms.
2. If and when PaperCut makes an Update or Upgrade generally available to customers with Maintenance and Support for the Service, the Update or Upgrade will be made available to you at no additional charge. You must, at your own cost, download and install the Update or Upgrade within a reasonable period.
3. The processes and conditions for receiving Maintenance and Support for your Service will be the same as those for the overarching PaperCut product you use the Service with, (for example PaperCut MF or PaperCut Hive).

Updates and additional licenses

1. If you wish to add more Authorised Platforms or other license usage– and such items that are available from PaperCut at the time - you may order those items via your Authorised Reseller or via any other method we make available to you. Any such items will be provided on the terms and conditions of this Agreement.
2. Since our Authorised Resellers not only sell the Service, but also provide support and services related to other PaperCut Products, the Service is not set up to support more than one Authorised Reseller per customer. Nothing in our agreements with you or the Authorised Resellers prevent you from changing your Authorised Reseller if you need to, however, to the extent that your Contract Details include an agreement between you and the Authorised Reseller, you must abide by those terms and may not change Authorised Resellers if doing so would put you in breach of those terms.

Privacy

1. We will handle any Personal Information that you upload, download or otherwise communicate through the Service in accordance with our Privacy Policy.
2. Each party must:
   1. comply with all applicable Data Protection Laws; and
   2. not do any act, engage in any practice, or omit to do any act or engage in any practice that would cause the other party to breach or be taken to breach any applicable Data Protection Law.

Fees and payments

1. If you receive the Service from an Authorised Reseller in accordance with clause 3, you will pay the Fees to the Authorised Reseller in accordance with the terms between you and the Authorised Reseller.
2. If any Fee or Tax is not received by the required date, PaperCut may suspend your access to the Service or suspend or cease providing services to you until the outstanding amounts (including applicable late charges, damages, costs and expenses) are paid. You do not have any claim for breach of contract or otherwise for any action taken by PaperCut under this clause 9.

Intellectual Property

1. PaperCut Marks

   1. You acknowledge and agree that PaperCut is the owner and/or licensee of the PaperCut Marks. You do not acquire any right to use, or interest in, any of the PaperCut Marks. You must not at any time or in any way assert any ownership of, or any right in, the PaperCut Marks and you must not contest the right of PaperCut or any PaperCut Affiliate or any of their licensors to the use of any of the PaperCut Marks.
   2. PaperCut will not use your (or those of your Affiliates) trade marks, logos or branding without your prior written consent. You give us consent to incorporate any trade mark, logo or branding that you provide us into the Service in order to take advantage of the Service features that allow the use of customers' branding. PaperCut may disclose the fact that you (and your Affiliates) are customers and the nature of your (and your Affiliates') use of the Service to third parties in private conversations and documentation, but PaperCut will not use your name (or the names of your Affiliates) in PaperCut's general marketing materials, websites, or other material, electronic or physical, without your prior written consent.

2. Proprietary Rights

   1. All Intellectual Property Rights created by any person that are adaptations, translations and derivative works in the Service or related documentation, are and shall remain the exclusive property of PaperCut (and its licensors, if any) or shall vest in or be transferred to PaperCut immediately upon creation, as the case may be.
   2. Except for the rights expressly granted by PaperCut to you under this Agreement:
      1. PaperCut and its licensors, if any, reserve all right, title and interest in and to the Service or related documentation and all Intellectual Property Rights in them; and
      2. no right, title or ownership interest in or to the Service or related documentation whether by implication, estoppel or otherwise, is granted, assigned or transferred to you under or in connection with this Agreement.
   3. You must not make any unauthorised copies of the whole or part of the Service or related documentation. You acknowledge and agree that the unauthorised disclosure, use or copying of the Service or related documentation may cause PaperCut serious financial loss that may not be adequately compensated by monetary damages. Accordingly, in the event of any unauthorised disclosure, use or copying of the Service or related documentation, you agree that PaperCut shall have the right to seek injunctive relief to stop such unauthorised disclosure, use or copying.

Third-party software

1. You acknowledge and agree that the Service may include additional, optional features which rely on software or services provided by organizations other than PaperCut, or have been licensed to PaperCut under the terms of various published software license agreements or copyright notices accompanying such software components. This information will be made available to you before you choose to enable these features or use any third party software components.
2. You must not modify or derive works from any such components or take any other action if doing so would infringe or violate the terms on which such components are licensed.

Security

1. We will take reasonable steps to ensure the Service is secure as set out in our Privacy Policy and any applicable Data Processing Agreements between the parties, however we do not guarantee that the Service will be secure at all times.
2. You acknowledge and agree that you are solely responsible for:
   1. the security, confidentiality and integrity of all information or data uploaded, downloaded or otherwise communicated while accessing the Service, including but not limited to Your Data;
   2. keeping all passwords and usernames required to access the Service secure and confidential; and
   3. protecting any device you use to access Service from all security breaches and viruses (or any similar damaging components).
3. You must immediately notify us of any unauthorised use of your passwords or any other breach of security, as a result of which we may reset your password and you must take all other actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Service.

Confidential Information

1. The Recipient must not use any of the Discloser's Confidential Information except in connection with the performance of its obligations specified in this Agreement.
2. The Recipient must not disclose the Discloser’s Confidential Information to any third party without obtaining the Discloser’s prior written consent, provided that the Recipient may disclose the Discloser’s Confidential Information to:
   1. its employees, agents and contractors, and those of any of its Affiliates, who have entered into a written agreement with the Recipient that is no less protective of the Discloser's Confidential Information than this Agreement provided those persons have a need to know such information for the purposes of this Agreement; and
   2. to its lawyers, bankers, auditors, accountants and insurers, who have a need to know the information in order to provide professional advice to the Discloser relating to this Agreement.
3. You must ensure that each person who is issued with a License Key does not disclose their License Key to any other person.
4. The Recipient must use, and must ensure that any person to whom it is permitted by this Agreement to disclose the Discloser’s Confidential Information to uses, the same measures to protect the Discloser’s Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable measures.

Warranties and limitation of liability

1. To the extent permitted by law, PaperCut excludes any warranty or guarantee not expressly stated in this Agreement, whether express, implied or statutory, including any guarantees or warranties of acceptability and fitness for a particular purpose.
2. Except as set out in this Agreement, to the extent permitted by law, and subject to clause 14(c), PaperCut's total, cumulative liability to you (and your Affiliates) for any claim whether it be for breach of contract (including under an indemnity), in tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the Service, the Maintenance and Support, this Agreement or the relationship between the parties, shall be limited to USD$1000.
3. To the extent permitted by law, PaperCut will not be liable for any loss, damage or expense which is indirect, consequential, special or exemplary damages, nor for any lost profits, lost revenue, lost data or business interruption, even if PaperCut has been advised of, knows of, or should have known of the possibility of such loss, damage or expense.
4. You acknowledge and agree that owing to the nature of the Service, PaperCut does not represent or warrant that:
   1. any result or objective can or will be achieved or attained at all by expiry or termination of this Agreement (whichever is the earlier) or by any other date;
   2. access to the Service will be continuously available; and
   3. the Service will be fit for purpose, continuous, uninterrupted, accurate, error free, virus-free, secure or accessible at all times.
5. You warrant to us that:
   1. you have the authority to grant the licences under this Agreement;
   2. you have attended to all backups, and have maintained copies of, your Data and you acknowledge that we are not responsible for maintaining or storing Your Data;
   3. the use by us of Your Data will not result in any unauthorised use of the rights of any person;
   4. you have the authority to enter into, perform and observe your obligations and rights under this Agreement;
   5. you have the authority to agree to this Agreement and you acknowledge and agree that, by using the Service, you bind anyone who accesses the Service under your authority to the performance of any and all obligations that you become subject to by virtue of this Agreement without limiting any of your obligations under this Agreement; and
   6. you act as an agent for your Affiliates in respect of this Agreement and are responsible to PaperCut for their acts and omissions.

Indemnification

1. In addition to any rights you may have at law, PaperCut undertakes at its own expense to indemnify and defend you or, at PaperCut’s option, settle any claim or action brought against you alleging that the use or possession of the Software in accordance with this Agreement infringes any Intellectual Property Right enforceable in the United States, Canada, United Kingdom, any country in the EU, Switzerland, Australia, New Zealand, China, Hong Kong, Singapore and Japan (Infringement Claim) and shall be responsible for any losses, damages, expenses or costs (including reasonable legal fees) incurred by, or awarded against you as the result of, or in connection with, any such Infringement Claim, provided that:
   1. you promptly notify PaperCut of the Infringement Claim in writing, specifying the nature of the claim in reasonable detail and providing access to, and copies of, documents, software any other material, that are relevant to the Infringement Claim, as well as providing prompt access to any Representative who may be relevant to PaperCut's defense of the Infringement Claim;
   2. you do not make any admission of liability, agreement or compromise in relation to the Infringement Claim without the prior written consent of PaperCut;
   3. you grant PaperCut the sole right to defend, negotiate and settle the Infringement Claim, at PaperCut's expense, or at PaperCut's option, PaperCut may permit you to defend the Infringement Claim in which case:
      1. PaperCut will pay any costs associated with your defense, and will provide security for such costs; and
      2. you must follow any reasonable request from PaperCut to avoid, dispute, defend and/or compromise the Infringement Claim;
   4. you provide PaperCut with reasonable assistance, at PaperCut's expense, to defend, negotiate and settle the Infringement Claim.
2. PaperCut will have no obligation under this clause or otherwise with respect to any Infringement Claim based upon:
   1. any use of the Software not in accordance with this Agreement or documentation provided by PaperCut;
   2. the combination, operation or use of the Software with any other product, equipment, business method, software or data (including the products of any Authorised Reseller);
   3. any modification of the Software by any person other than PaperCut or its authorised agents or subcontractors; or
   4. any use of the Software after PaperCut has provided you a new software version, Update, patch or correction that would have overcome the infringement.
3. If any Infringement Claim is made, or in PaperCut's opinion is likely to be made, then PaperCut may (at its sole option and expense) either:
   1. procure for you the right to continue using the affected Software, or substantially similar software that does not substantially affect the functionality of the Software, in accordance with this Agreement;
   2. replace or modify the affected Software so that it becomes non-infringing but performs substantially the same functions; or
   3. if neither (i) or (ii) is commercially reasonable, as determined in PaperCut's sole discretion, then PaperCut may terminate your rights to use the affected Software and pay damages of up to an amount of the Fees paid for the license for the Software.
4. Subject to any rights that you may have under statute, this clause 15 states PaperCut's entire liability and your sole and exclusive remedy for any claims related to any infringement of the Intellectual Property Rights in respect of the Software.

Termination

1. PaperCut may immediately terminate this Agreement for cause by giving you written notice if you:
   1. breach any of the provisions of clauses 2.1, 8(b), 9, 10.1, 10.2(c), 13, 19.6(a);
   2. breach any other provision of the Agreement and you do not remedy it within 14 days of PaperCut providing you written notice of the breach;
   3. cease to carry on business, are unable to pay your debts as they fall due, you enter into liquidation or have a controller, managing controller, liquidator or administrator appointed or suffer any similar event in any jurisdiction; or
   4. merge with, sell substantially all of your assets, or you are subject to a change of control. A "change of control" will be deemed to occur when an entity acquires fifty percent (50%) or more of your voting shares or equity interest, or fifty percent (50%) or more of your assets, in the event of a change of a majority of your Board of Directors (or majority of the partners if a partnership), or if there is any other effective change of control.
2. You may immediately terminate this Agreement for cause by giving PaperCut or the Authorised Reseller written notice if PaperCut:
   1. breaches any of the provisions of this Agreement and PaperCut does not remedy it within 30 days of you providing PaperCut written notice of the breach, or within 45 days of you providing the Authorised Reseller written notice; or
   2. ceases to carry on business, is unable to pay its debts as they fall due, enters into liquidation or has a controller, managing controller, liquidator or administrator appointed or suffer any similar event in any jurisdiction.
3. If this Agreement terminates:
   1. any license for the Service and its related Maintenance and Support terminates immediately;
   2. if you are an Authorised Reseller, you and your Users will no longer be able to access the Service;
   3. each party shall immediately return to the other – or at the other party's request, destroy – any of the other's Confidential Information; and
   4. you must ensure that all copies of any software installed pursuant to this Agreement are uninstalled and deleted from all hardware in your possession or control within 14 days of the date this Agreement is terminated.
4. Any termination of this Agreement shall not prejudice, limit or restrict any other rights or remedies either party may have arising prior to such termination. To the extent permitted by law, PaperCut shall be under no obligation to refund any amounts paid by you for any of the Service or Maintenance and Support that have been provided prior to any termination of this Agreement.

Dispute resolution

1. The parties must use their reasonable endeavours to resolve through negotiation all disputes, conflicts (including, without limitation, conflicts of interest) differences or questions between them arising out of or in connection with this Agreement.
2. If, within 14 calendar days of one party notifying the other party of a dispute, the dispute cannot be resolved following negotiation between the parties, either party may refer the dispute for arbitration in accordance with, and subject to, the Rules for the Conduct of Commercial Arbitrations of the Institute of Arbitrators and Mediators, Australia. During such mediation, both parties may be represented by a duly qualified legal practitioner.
3. The place of arbitration will be Melbourne, Australia.

Force Majeure

Except for your obligations to pay PaperCut under this Agreement, neither party shall be in breach of this Agreement nor liable to the other party for any failure or delay in performance caused by events beyond the party's reasonable control.

General

1. Entire Agreement

   This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement and supersedes any prior agreement or understanding on anything connected with this subject matter.

2. Variation

   Subject to clause 8(a), this Agreement, or any part of it, may be varied by the parties agreeing to the Variation in writing (and the Variation will be binding when both parties have signed the Variation).

3. Notices

   1. Any notice that is given under this Agreement:
      1. by either party may be:
         1. posted to the other party;
         2. emailed to the other party at any email address provided by that party;
         3. included on any invoice (which may be emailed or posted to the other party); or
         4. posted on the Website by PaperCut. You must review the Website regularly for notices.
   2. A notice is deemed to be received:
      1. when posted from Australia to an address in Australia; within 3 business days of the date when it was posted;
      2. when posted from an address outside of Australia; within 7 days of the date when it was posted;
      3. when emailed; within 1 business day of the date that the email was sent, provided no notice of failure has been received by the sender; or
      4. when posted on the Website; within 3 business days of the date it was posted.

4. Relationship of the parties

   The parties to this Agreement are independent contractors. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

5. Compliance with laws

   You must comply with all laws which are relevant to you performing your obligations under this Agreement.

6. Assignment

   1. You must not assign or transfer this Agreement or any rights or obligations under this Agreement, in whole or part, without the prior written consent of PaperCut.
   2. PaperCut may assign or transfer this Agreement, in whole or part, without your consent to any PaperCut Affiliate or in connection with a merger, acquisition, or purchase of fifty percent (50%) or more of its assets. PaperCut may assign or transfer all or part of any of its rights to receive any Fees and Taxes or other monies due under this Agreement, to any person without your consent. Notwithstanding clause 14, PaperCut may disclose any of your Confidential Information which is reasonably necessary to affect any assignment or transfer.

7. Waiver

   No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

8. Cumulative remedies

   Except as specifically provided otherwise in this Agreement, the rights and remedies provided under this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law.

9. Severability

   If any part of this Agreement is determined to be invalid, illegal or unenforceable by any court or competent authority, such part will be severed from the remainder of the Agreement and the remaining provisions will continue in force.

10. Export

    You acknowledge and agree that the Service may be subject to applicable export and import laws. You agree not to export the Service or any direct product thereof, directly or indirectly in violation of these laws, nor will they be used for any purpose prohibited by these laws, including nuclear, chemical or biological weapons proliferation.

11. Clauses that survive termination

    All clauses which naturally survive termination of the Agreement, including clauses 1, 10.1(a), 10.2, 13, 14, 16(c)(iii), 16(d) and 19, will survive termination of this Agreement.

12. Jurisdiction

    1. If you are resident, domiciled or incorporated in the USA, this Agreement will be governed by the laws of the State of Oregon, USA, without regard to its conflict of law principles.
    2. If you are resident, domiciled or incorporated in the United Kingdom, this Agreement will be governed by the court of England and Wales, without regard to its conflict of law principles.
    3. In all other cases, this Agreement will be governed by the laws of the State of Victoria, Australia, without regard to its conflict of law principles.

Country Specific Provisions

1. Australia

   1. Australian Consumer Law
      1. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
      2. The Maintenance and Support provided to remedy any defect in the Service may be a “Warranty Against Defects” as defined in the ACL.
      3. To the extent permitted by law, PaperCut's liability for a failure to comply with any statutory guarantee is limited to one or more of the following, at PaperCut's option:
         1. the replacement of the goods or the supply of equivalent goods;
         2. the repair of the goods;
         3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
         4. the payment of the cost of having the goods repaired, unless it is not fair or reasonable for PaperCut to rely on this term of the Agreement.
      4. The benefits that we provide to consumers under our Warranty Against Defects are in addition to any other rights or remedies a consumer may have in respect of these goods or services under the ACL.