Cloud terms of service

In these terms of service, 'XPNA', 'us' 'we' or 'our' means XPNA Pty Ltd (ABN 94 662 130 190). 

1. Introduction

   These terms of service (“Terms”) constitute a legally binding agreement between the customer (“Customer” or “you”) and the company providing the cloud software service ("XPNA", “Service” or “we”). The Terms govern the use of the Service and the provision of technical support, maintenance and updates. By accessing or using the Service, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service.

2. Service Description

   The Service is a cloud-based software platform designed to provide secure, reliable and efficient storage and retrieval of data. The Service is intended for use by businesses and individuals, and the Customer agrees to use the Service only for lawful purposes.

3. Account Registration

   In order to use the Service, the Customer must create an account by providing accurate and complete information. The Customer is solely responsible for the activity that occurs on their account and for maintaining the confidentiality of their account credentials. The Customer agrees to notify us immediately of any unauthorized use of their account.

4. Fees and Payment

   The Service is subject to fees as outlined on the customer's subscription or purchase agreement. The Customer agrees to pay all fees in accordance with the payment terms specified on the subscription or purchase agreement. If the Customer does not pay the fees when due, the Service may be suspended or terminated.

5. Taxes

   The Customer is responsible for any taxes, duties, or other governmental charges arising from the Customer’s use of the Service, including any taxes based on the company’s net income. The company may collect and remit taxes if required by law to do so. If the company is required by law to collect taxes, the taxes will be invoiced to and paid by the Customer, unless the Customer provides the company with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. Intellectual Property

   The Service and its content, features, and functionality, including but not limited to software, text, graphics, images, and trademarks, are owned by the company and its licensors, and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. The Customer agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes any portion of the Service.

7. User Data

   The Customer acknowledges that the Service is designed to store and manage data, including personal information. The Customer is solely responsible for ensuring that they comply with all applicable laws and regulations with respect to the collection, storage, and use of any data, including personal information, that they store or manage through the Service. The Customer agrees to indemnify and hold harmless the company and its affiliates from and against any and all claims, damages, and expenses arising from the Customer’s failure to comply with this section.

8. Confidentiality

   The Customer acknowledges that the Service may contain confidential information of the company and its affiliates, including but not limited to software, technology, trade secrets, know-how, and other proprietary information (“Confidential Information”). The Customer agrees to maintain the confidentiality of the Confidential Information and not to use the Confidential Information for any purpose outside the scope of these Terms. The company will not use any of the Customer’s Confidential Information for any purposes other than providing the services in accordance with this agreement. The Customer shall not disclose the Confidential Information to any third party, except as may be necessary in connection with the Customer’s use of the Service in accordance with these Terms. The company shall use reasonable technological and organisational measures to protect the Customer’s Confidential Information.

9. Warranty Disclaimer

   The Service is provided on an “as is” and “as available” basis and the company makes no representations or warranties of any kind, express or implied, as to the operation of the Service or the information, content, materials, or products included in the Service. The company does not warrant that the Service will be uninterrupted or error-free, and the company will not be liable for any interruptions or errors. The Customer acknowledges that the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

10. Limitation of Liability

    The company’s liability to the Customer for any claim arising from or related to the Service or these Terms, whether in contract, tort, or otherwise, will not exceed the amounts actually paid by the Customer to the company under these Terms in the twelve (12) months preceding the date of the claim. In no event will the company be liable to the Customer for any indirect, incidental, consequential, special, or punitive damages, including without limitation, loss of profits, data, or use, even if the company has been advised of the possibility of such damages.

11. Indemnification 

    The Customer agrees to indemnify, defend, and hold harmless the company, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorney's fees) (“Claims”) arising from or related to the Customer’s use of the Service or violation of these Terms. The company reserves the right, at the Customer’s expense, to assume the exclusive defence and control of any matter subject to indemnification by the Customer. The Customer agrees to cooperate fully with the company in the defence of any Claim.

12. Termination

    The Customer may terminate their use of the Service at any time by discontinuing their account. The company may terminate or suspend the Service or the Customer’s account at any time, with or without cause, with or without notice. Upon termination, the Customer’s right to use the Service will immediately cease and all data stored on the Service may be permanently deleted. The Customer agrees to indemnify and hold harmless the company and its affiliates from and against any and all claims, damages, and expenses arising from the termination of the Service.

13. Changes to Terms and Service

    The company may modify these Terms from time to time and will post the updated Terms on its website. The Customer agrees to be bound by the updated Terms. The company may also modify, suspend or discontinue the Service at any time, with or without notice to the Customer.

14. Waiver

    The failure of the company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

15. Governing Law

    These Terms and the use of the Service shall be governed by and construed in accordance with the laws of New South Wales, Australia.

16. Dispute Resolution

    Any dispute arising from or related to these Terms or the Service shall be resolved through arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration. The arbitration shall take place in Sydney, New South Wales, Australia.

17. Entire Agreement

    These Terms constitute the entire agreement between the Customer and the company regarding the use of the Service and supersede all prior agreements and understandings, whether written or oral, relating to the Service.

18. Headings

    The headings in these Terms are for convenience only and have no legal or contractual effect.

19. Contact Information

    If the Customer has any questions or concerns regarding these Terms, they may contact the company at info@xpna.co.

Date of Last Revision: 19 December 2024