As a User (referred to in this Agreement as User, you or your), your access to any of the Software, the Website or the Content is subject to these Terms. By using the Software, the Website or the Content you agree to be bound by the Terms, including this Agreement.
Agreement means this Software User Agreement between you and us.
ASX means the Australian Securities Exchange, a market operated by ASX Limited ABN 98 008 624 691.
Content means all of the data, information, text, material, graphics, advertisements and design of, or provided by means of, the Software or the Website.
Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.
the Customer means a User who pays the Subscription Fee to HALO Technologies or one of its Related Bodies Corporate. Where the Customer is a corporation, a reference to the Customer includes the Customer’s employees and contractors.
Financial Product has the same meaning as in section 763A of the Corporations Act.
Financial Product Advice has the same meaning as in section 766B of the Corporations Act.
Initial Term means initial access to the Software and the Content for a period of at least one (1) year and up to ten (10) years, as requested by the Customer.
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information is true or not, and whether the information or opinion is recorded in a material form or not and as detailed in the Privacy Act 1988.
Related Body Corporate has the same meaning as in section 50 of the Corporations Act.
Subscription Fee means the annual fee payable to HALO Technologies for access to and use of the Software and Content and any related services.
the Website means the website at www.halotechnologies.com.au operated by HALO Technologies.
User means each user of the Software, Content or the Website under this Agreement, whether the Customer or any other person. Where the User is a corporation, a reference to the User includes the User’s employees and contractors.
2.1 Subject to payment of the Subscription Fee, and subject to the rest of this Agreement, the Customer will have access to the Software and the Content.
2.2 The Customer must pay the Subscription Fee, in an amount specified by email to the Customer’s nominated email address (whether sent by HALO Technologies or by its nominated Related Body Corporate) immediately before the Initial Term commences.
2.3 The Customer agrees that a Related Body Corporate of HALO Technologies may collect the Subscription Fee from the Customer on its behalf, and acknowledges that Related Body Corporate may retain a portion of the Subscription Fee.
2.4 Where the Initial Term is more than one (1) year, the Customer must pay the Subscription Fee each year on the anniversary of the commencement of the Initial Term.
2.5 Until this Agreement is terminated in accordance with clause 17, the Customer must continue to pay the Subscription Fee each year following the expiry of the Initial Term. Each such payment must be made on the anniversary of the commencement of the Initial Term.
2.6 Where HALO Technologies offers the Customer any promotional free trial of the Software or the Content during the Initial Term or for any shorter period, we or our nominated Related Body Corporate will notify the Customer, by email to the Customer’s nominated email address, of the amount of the Subscription Fee that the Customer must pay in order to retain access to the Software and Content at the conclusion of the free trial. Following the expiry of any Initial Term connected with a promotional free trial, the Customer must pay the Subscription Fee in accordance with this Agreement.
2.7 The Customer must provide HALO Technologies or its nominated Related Body Corporate with valid payment details that the Customer authorizes HALO Technologies or its nominated Related Body Corporate to use for the processing of the Subscription Fee. If the payment of any Subscription Fee falls due on a public holiday or another day that banks are not open for business in New South Wales, HALO Technologies or its Related Body Corporate reserve the right to process such payment on the next business day.
2.8 Access to the Software is permitted on a temporary basis, and we reserve the right to withdraw or amend the Content, or restrict access to some or all parts of the Software.
2.9 The Software, Content and Website are made available by HALO Technologies for use only by the Customer. You must not use the Software, Content or Website:
(a) in any manner that is inconsistent with the purpose for which they are provided;
(b) in any manner which is in breach of any laws, including but not limited to the Corporations Act;
(c) in any manner inconsistent with the ASX Market Information Products and Services Guide, published by the ASX and available at www.asxonline.com; or
(d) in any other way that is not expressly permitted by the Agreement.
3.1 HALO Technologies grants to the Customer a non-exclusive, non-transferable, revocable, limited licence to access and use the Software, Content and Website in accordance with this Agreement.
3.2 Upon HALO Technologies terminating the licence granted to the Customer, and subject to clause 17, the Customer will no longer have access to the Software or Content, or any data or information created using, or stored within, the Software.
4.1 You may not create derivative works from the Software, the Content or the Website.
4.2 You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Software, the Content or Website, except to the extent permitted above. Any unauthorised use of the Software, the Content or the Website is prohibited.
4.3 Without limiting the above, you will not and will not permit a third party to:
(a) use or access the Software, the Content or the Website in a way that infringes the intellectual property rights or other rights of any person;
(b) use any network monitoring or discovery software or method or process (including data scraping, collection or accumulation tool, robot, spider or scripted responses) for the purpose of obtaining, processing, copying, replicating, distributing, reconfiguring, republishing, viewing, assessing, analysing, modifying or repackaging the Software, Content or the Website, or for the purpose of extracting information about usage, individual identities or users;
(c) use any method or process to consolidate or combine the Software, Content or Website with any other content, data, information, images or material;
(d) decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense or otherwise attempt to construct or identify the source code, formulas or processes used by the Software, Content or the Website;
(e) sell, sub-licence, transfer, transmit, publish or make available any part of the Software or Content to any other person;
(f) use the Software, Content or Website in conducting any business or commercial enterprise, or use any of them as a basis for making any recommendation about any Financial Product or financial investment to any person;
(g) use, access or retain any Content in any manner or form whatsoever, unless expressly permitted by the Agreement;
(h) do anything which will or may damage, disrupt access to or interfere with the proper operation of the Software or the Website;
(i) do anything which will or may place an unreasonable load on the infrastructure of the Software or the Website;
(j) post, distribute or send any 'spamming material' or any other form of bulk communication on or using the Software or the Website;
(k) impersonate any person or entity;
(l) publish on the Website or disseminate using the Software or the Website, any material which is unlawful, defamatory, indecent, offensive or inappropriate;
(m) use the Software or the Website to harass, defame, abuse, threaten or otherwise offend others; or
(n) transmit any material which contains viruses or other computer codes designed to interrupt, limit or destroy the efficient operation of the Software or the Website.
4.4 You must not misuse the Software or the Website by:
(a) knowingly introducing viruses, trojans, worms, bots, logic bombs or other malicious software;
(b) gaining unauthorised access to the Software or the Website, the server on which the Software or the Website is stored or any server, computer or database connected to the Software or the Website; or
(c) attacking the Software or the Website via a denial-of-service attack or a distributed denial-of service attack.
4.5 You will not use public Internet connections (wireless or wired) to access the Software or the Website unless you are using adequate and functioning security measures such as a firewall, anti-virus software, or anti-spyware software.
4.6 It is your responsibility to ensure you have up-to-date and effective anti-virus and anti-malware software on your phone, tablet, computer, server, network infrastructure or any other device through which you access the Software or the Website.
4.7 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other malicious software that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Software, the Content or the Website or to your downloading of the Content or any other material, or on any website linked to the Website.
4.8 We shall not be liable for any loss or damage suffered by you as a result of using public network connections, failing to have up-to-date and effective anti-virus and anti-malware software or failing to notify us that your device has been infected by any type of malicious software.
5.1 The Software, Content and Website are an information and research resource for the Customer to use in making the Customer’s own judgements and decisions about any financial investments. You must not rely solely on any of the Software, Content or Website in making any decision about any Financial Product.
5.2 Any Financial Product Advice provided on or through the Software, the Content or the Website is general advice only and does not take into account your objectives, financial situation or needs. You acknowledge that you should consider whether any Financial Product Advice is appropriate to you, taking into account those factors. To the extent permitted by law, your use of information provided through the Software, the Content or the Website, or materials linked from the Software, the Content or the Website, is at your own risk.
6.1 HALO Technologies is the owner and/or authorised user of all trade marks, service marks, design marks, patents, copyrights, database rights and all other intellectual property appearing on or contained within the Software or Website, unless otherwise indicated. All of the Content is the copyright of HALO Technologies, its suppliers and licensors unless expressly indicated otherwise by HALO Technologies.
6.2 Except as provided in the Agreement, use of the Software, Content or Website does not grant you any right, title, interest or license to any such intellectual property you may access by doing so.
6.3 You agree that you are permitted to use the Software, Content and Website only as set out in the Agreement or as otherwise expressly authorised in writing by HALO Technologies, and that you may not otherwise copy, reproduce, transmit, publicly perform, distribute, commercially exploit, adapt, translate, modify, bundle, merge, share or make available to any person, or create derivative works of such material or content.
6.4 Except as expressly provided in this Agreement, nothing contained in the Agreement shall be construed as conferring any licence or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights.
6.5 The Software, the Content and the Website are protected by Australian and international copyright and trademark laws.
7.1 The User agrees to:
(a) use the User’s registration and login details only for the User’s own access to the Software and Content, and not to lend or reassign them to any other third party and to store these in a safe and secure manner; and
(b) use updated anti-virus software, anti-spyware software and a personal firewall to keep the User’s personal computer secure.
7.2 It is the User’s sole responsibility to control the dissemination and use of the User’s password and other login or security credentials. HALO Technologies will not be responsible or liable for any loss or damage arising from any User’s failure to comply with this provision.
7.3 For security purposes, when accessing the Software or the Website it is a condition that we are satisfied of your identity. Accordingly we may prevent access to the Software or the Website if we are in doubt as to your identity.
7.4 You accept that the security measures that HALO Technologies has implemented in respect of the Software and the Website may not be adequate to protect against unauthorised dealings connected with the Software or the Website, be those dealings, interception, intellectual property infringement, activities aimed at corrupting information, equipment or software, or otherwise.
7.5 We may change the minimum specification required to access the Software or the Website, and may also make operational changes to and alter the Content currently available. We will notify you of any such changes either by placing a message on the login page of the Website, or by emailing you.
8.1 HALO Technologies does not represent or warrant that the Software, Content or the Website will be error-free, free of viruses or other harmful components, or that defects will be corrected or that the Software, Content or Website will always be accessible.
8.2 HALO Technologies may make improvements and/or changes to the features or functionality of the Software, Content or Website where necessary at any time.
9.1 You warrant that if you are an individual or more than one individual, you are of full age and capacity and in the case of a corporation, it is duly constituted and incorporated and possesses the requisite power to enter into this Agreement.
9.2 You represent and warrant to us that execution and delivery by you of this Agreement, and performance of all of your obligations under this Agreement, does not breach any law applicable to you.
9.3 You confirm that you have regular access to the Internet and consent to us providing you with information or notifications via the Software or the Website. We may also contact you (in the circumstances described in this Agreement) by email or by text message, push notification or any other similar application or method using the contact information you have provided us. You must ensure your contact details, as held by us, are up to date at all times.
9.4 We are not responsible for your failure, for any reason whatsoever, to receive or read any communication sent to you by email, text message, push notification or any other similar application or method.
10.1 You acknowledge that in some cases the Content is prepared by third parties, including the ASX. There may be some delay in the Content being made available to you, and as such it may not take into account all market or economic developments as at the time of publishing. Whilst we have taken reasonable steps to ensure the availability of only accurate, current, correct and complete Content on the Software or the Website, the Content is provided on an "as available" basis and as far as permitted by law we do not give or make any warranty or representation of any kind, whether express or implied.
10.2 The use of the Software, Content and the Website is at your sole risk, and HALO Technologies:
(a) disclaims any responsibility for your compliance or the compliance of any other person with any applicable law, regulation or code, (including but not limited to superannuation or taxation legislation);
(b) will not be liable for any penalty, loss or claim arising in connection with any failure to comply with any such law, regulation or code; and
(c) is not responsible for your decisions about whether any investments may be appropriate for your particular circumstances.
10.3 We make no representations or warranties regarding the availability, accuracy, functionality or performance of any third party websites, software, systems or other items or equipment that may be accessed or used in connection with the Software, the Content or the Website.
10.4 We further make no representation or warranty that your use of the Software, Content or the Website will enable you to achieve any level of profit or return on investments that you may choose to make.
10.5 HALO Technologies disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to:
(a) any errors in or omissions from the Software, Content or Website, including but not limited to technical inaccuracies and typographical errors;
(b) any delays, failures, errors or omissions or loss of transmitted information;
(c) any viruses or other contaminating or destructive properties that may be transmitted via the Software or the Website;
(d) any third party data sources including (without limitation) third party websites or their content, directly or indirectly accessed through links in the Website, including but not limited to any errors in or omissions which are accessed through the third party websites;
(e) the unavailability of parts of or all of the Software, Content or Website;
(f) your use of the Software, Content or Website;
(g) your use of any equipment or software in connection with the Software or Website; or
(h) any delays, failures or errors affecting the equipment, systems or networks of third parties who provide services to HALO Technologies.
10.6 To the fullest extent permitted by law we, our representatives, agents and related entities hereby exclude all statutory guarantees, conditions, warranties and other terms which otherwise might be implied by statute, common law, or equity.
10.7 HALO Technologies will not be liable for any direct, indirect or consequential loss or damage incurred by you or by any other person in connection with the Software, Content or Website, or in connection with the use, inability to use, or results of the use of the Software, Content or Website or any related material, including, without limitation any liability for:
(a) loss of investment funds, income or revenue;
(b) loss of business;
(c) loss of profits or contracts;
(d) loss of anticipated savings;
(e) loss of data;
(f) loss of goodwill;
(g) wasted management or office time; or
(h) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
10.8 Nothing in this clause 10 affects our liability for death or personal injury arising from our negligence, our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited by law.
11.1 You agree to indemnify, defend and hold harmless HALO Technologies, its officers, directors, employees, agents, licensors, suppliers and any third party information providers from and against all losses, expenses, damages and costs, including reasonable lawyer fees, resulting from any violation of this Agreement by you.
11.2 You will also indemnify HALO Technologies against any claims that information or material which you have submitted to HALO Technologies is in violation of any law or in breach of any third party rights (including, but not limited to, claims in respect of defamation, invasion of privacy, breach of confidence, infringement of copyright or infringement of any other intellectual property right).
11.3 HALO Technologies reserves the right to exclusively defend and control any claims arising from the above and any such indemnification matters and that you will fully cooperate with us in any such defences.
12.1 The provisions of clauses 10 (Disclaimer and Limitation of Liability), and 11 (Indemnification) are for the benefit of HALO Technologies and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Software, Content or Website. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
13.1 HALO Technologies reserves the right to investigate complaints or reported violations of the Agreement and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
14.1 HALO Technologies reserves the right to seek all remedies available at law and in equity for breaches of the Agreement, including but not limited to the right to block access from a particular Internet address to either or both of the Software or the Website.
15.2 We will only disclose Personal Information:
(b) to the extent specifically required by law; or
(c) for the purposes of the Agreement (including disclosing information in connection with any query or claim).
15.3 You consent to us disclosing your Personal Information to third party Content providers, including the ASX, where such disclosure is necessary in order for us to comply with any legal obligations that we may have.
15.4 As Personal Information, material and/or data may be provided through the Internet, you acknowledge and agree that we cannot assure that such information, material and/or data will continue to be confidential.
15.5 By using the Software, the Content or the Website, you agree we may collect, use and disclose de-identified information about your use of the Software, Content or Website for any purpose including (without limitation) the preparation of statistics.
17.1 This Agreement is effective until terminated by either the Customer or by HALO Technologies.
17.2 HALO Technologies or its nominated Related Body Corporate will provide the Customer with fourteen (14) days’ notice that the Initial Term is due to expire. The Customer acknowledges that this Agreement will continue after the expiry of the Initial Term unless the Customer provides notice in accordance with clause 17.3. If no such notice is provided, the Customer must continue to pay the Subscription Fee in accordance with this Agreement, each year on the anniversary of the commencement of the Initial Term.
17.3 HALO Technologies or the Customer may terminate the Agreement at any time with seven (7) days’ notice. Either party may do so without any reason. Where the Customer terminates the Agreement, no portion of any Subscription Fee already processed will be refunded.
17.4 In the event of termination, the Customer will not be authorised to access the Software or the Content, but all restrictions imposed on the Customer and all HALO Technologies disclaimers and limitations of liability set out in the Agreement will survive.
17.5 Termination pursuant to this clause 17 shall not affect any legal right that may have accrued to HALO Technologies against you up to the date of termination.
17.6 HALO Technologies may restrict, suspend or terminate your access to the Software or the Website if we believe that you have breached the Agreement at any time, including (without limitation) by not paying the Subscription Fee.
17.7 Any such restriction, suspension or termination will be without prejudice to any rights which HALO Technologies may have against you in respect of your breach of the Agreement.
18.1 If you have any complaint, claim or dispute about anything arising under this Agreement, you must direct that matter to HALO Technologies and not to any third party Content provider, including the ASX.
18.2 Our complaints procedure is set out in our Financial Services Guide, available on the Website.
19.1 This agreement will be governed by and construed in accordance with the laws of New South Wales, Australia. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.
19.2 HALO Technologies may from time to time publish promotional offers on the Website, and any such offers may be subject to further terms and conditions. If a promotional offer is not capable of being conducted as anticipated for any reason, we reserve the right, in our sole discretion, to modify, suspend or terminate the promotional offer in any manner reasonably necessary.