ALCHEMEX PTY LTD ONLINE REPORTING SERVICE TERMS OF USE:

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE ALCHEMEX PTY LTD ONLINE REPORTING SERVICE, (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU ACCEPT AND ACKNOWLEDGE THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

As part of the Service, Alchemex Pty Ltd will provide you with use of the Service, including access, data encryption, transmission and storage if requested. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement incorporating all references herein and including but not limited to Alchemex Pty Ltd privacy and security policies. Alchemex Pty Ltd offers a multi-day free trial of our service with no further obligation.

1. Privacy and Disclosure

The Alchemex Pty Ltd privacy and security policies may be viewed at www.alchemex.com. Alchemex Pty Ltd reserves the right to modify its privacy and security policies in its reasonable discretion as required. Please note that because the Service is a hosted, online application, Alchemex Pty Ltd may occasionally need to notify users of the Service of important operational issues regarding the Service. You agree that Alchemex Pty Ltd can disclose the fact that you are a paying customer using the Service.

2. License Grant & Restrictions

Alchemex Pty Ltd hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own purposes, according to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Alchemex Pty Ltd.

3. Restrictions

Access to the service is not permitted if the nature of your business is competitive to Alchemex Pty Ltd.

The right to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way is expressly prohibited save for where a relevant and current commercial relationship exists with Alchemex Pty Ltd and such rights have been granted separately to this agreement.

You shall not interact with the Service by sending material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs

You shall not attempt to gain unauthorized access to the Service or its related systems or networks.

4. Your Responsibilities

You are responsible for all activity occurring under your User Profile and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.

5. Account Information and Data

Alchemex Pty Ltd does not own any data, information or material that you submit to the Service in the course of using the Service. You, not Alchemex Pty Ltd, shall have sole responsibility for the accuracy, quality and integrity of all of your data submitted to Alchemex Pty Ltd and the resultant output generated by the Service.

Alchemex Pty Ltd reserves the right to withhold or restrict access to the Service without notice for any breach, including, without limitation, your non-payment.

6. Intellectual Property Ownership

Alchemex Pty Ltd owns all right, title and interest, including all related Intellectual Property Rights, in and to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service.

7. Payment

You shall pay all fees in accordance with the billing terms in effect at the time a fee is due and payable. All payment obligations are non-refundable. For your User Profile to be activated you must provide Alchemex Pty Ltd with valid credit card details. Alchemex Pty Ltd reserves the right to modify its fees and to introduce new fees at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

8. Billing and Renewal

Alchemex Pty Ltd invoices and collects in advance for use of the Service and will automatically renew and charge your credit card according to your elected payment option. Alchemex Pty Ltd fees are exclusive of all taxes, levies, or duties imposed by taxing authorities or banking imposition, and you shall be responsible for payment of all such taxes, levies, or fees imposed.

You shall provide Alchemex Pty Ltd with complete and accurate billing and contact information and you agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Alchemex Pty Ltd reserves the right to terminate your access to the Service in addition to any other legal remedies.

9. Non-Payment and Suspension

In addition to any other rights granted to Alchemex Pty Ltd herein, Alchemex Pty Ltd reserves the right to suspend or terminate this Agreement and your access to the Service if your account falls into arrears for whatever reason.

10. Expiration

This Agreement commences upon your acceptance of same and will terminate according to your chosen payment method and time frame. In the case of multi-day free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.

11. Breach

Any breach of your payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement and Alchemex Pty Ltd may at its own discretion summarily terminate your password, account or use of the Service if you fail to comply with this Agreement.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Alchemex Pty Ltd represents and warrants that it will provide the Service and that the Service will perform substantially in accordance with generally accepted industry standards.

You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

13. Indemnification

You shall indemnify and hold Alchemex Pty Ltd, its licensees, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with any claim arising from the use of the Service.

Alchemex Pty Ltd shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with any claim arising from the use of the Service.

14. Disclaimer of Warranties

ALCHEMEX PTY LTD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. ALCHEMEX PTY LTD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT:

(A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,

(B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,

(D) ERRORS OR DEFECTS WILL BE CORRECTED,

(E) THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ALCHEMEX PTY LTD AND ITS LICENSORS.

15. Internet and Electronic Communications Disclaimer

The service may be subject to limitations, delays, down time and other problems common in the use of the internet and other electronic communications. Alchemex Pty Ltd is not responsible for any delays, delivery failures if damage resulting from Internet or electronic communications problems.

16. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Notice

Alchemex Pty Ltd may give notice by means of a general notice on the Service by electronic mail to your e-mail address on record in Alchemex Pty Ltd User Profile, or by written communication sent by first class mail or pre-paid post to your address on record in Alchemex Pty Ltd User Profile.

You may give notice to Alchemex Pty Ltd at any time by electronic mail sent to saas@alchemex.com.

18. Assignment

This Agreement may not be assigned by you without the prior written approval of Alchemex Pty Ltd.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to saas@alchemex.com.