BY SUBMITTING THE "FREE TRIAL" FORM AND/OR ACCESSING THE INSIGHTFULCRM SERVICE (THE "SERVICE"), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE SERVICE. IF YOU ARE SIGNING UP YOUR COMPANY TO USE THE SERVICE, YOU REPRESENT THAT YOU HAVE COMPLETE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, THE TERM "YOU" IN THIS AGREEMENT MEANS YOUR COMPANY AND ALL OF ITS EMPLOYEES.

IF YOU DO NOT AGREE TO THE TERMS OF THIS SERVICE AGREEMENT, DO NOT SUBMIT THE "FREE TRIAL" FORM OR REQUEST A SUBSCRIPTION TO THE SERVICE.

Terms and Conditions

1. The Service

The Service consists of a browser interface, data encryption, data transmission, data access (as available) and, if applicable, synchronization software and data storage. As used in this Agreement the terms "You" and "Yours" encompasses each user accessing the Service by means of a valid account established by You including, if you are a corporation, all employees of Your corporation. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges (e.g., kiosk, ISP, telecommunications) incurred while using the Service.

Fonality Australia Pty. Ltd. trading as Insightful CRM ("Insightful") makes no guarantees as to the continuous availability of the Service or of any specific feature(s) of the Service. Insightful will inform You of any significant changes to the Service or the terms and conditions of this Agreement that it may make from time to time.

2. Restrictions

You will not use the Service in any way for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such. You agree not to transmit or permit Your employees to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. You will only use the Service for lawful purposes, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include (without limit) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You hereby agree to defend, indemnify and hold Insightful harmless against any claim or action that arises from Your use of the Service in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein.

3. Account Information and Data

Insightful does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Insightful, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Insightful shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Insightful will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Insightful reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Insightful shall have no obligation to maintain or forward any Customer Data.

3. Provision of Contact and Billing Information and Payment of Fees

If the terms of Your online account require You to pay for the Service, You agree to provide Insightful with accurate billing information and with truthful, accurate, and complete contact information, including Your legal name, company name, street address, e-mail address, and telephone number, and to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, Insightful reserves the right to terminate Your access to the Service immediately without any obligation to return Your data.

Insightful charges and collects in advance for use of the Service. Insightful will automatically renew and bill your credit card or issue an invoice to you every month. The renewal charge will be equal to the total number of active users on the Service times the then current subscription fee.

Insightful reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days notice to you, which notice may be provided by e-mail.

For credit card payments, Your account will be considered delinquent if Your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid 30 days following the billing cycle. For invoices, full payment for invoices issued in any given month must be received by Insightful within thirty (30) days after the mailing date of the invoice, or Your account will be considered delinquent. Your access to the Service may be suspended if Your account is delinquent.

Late payments will attract interest at the rate of 12% per annum calculated on a daily basis from the due date for payment until payment is received.

4. Passwords and Security

You will choose or be given all applicable passwords to use in connection with the Service. You are entirely responsible for maintaining the confidentiality of Your passwords and account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by You). Furthermore, You are entirely responsible for any and all activities that occur under Your account (including, if applicable, the accounts of each user accessing the Service by means of an account established by You), and You shall ensure that You exit from Your account at the end of each session. You shall notify Insightful immediately of any unauthorized use of Your account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by You) or any other breach of security. Insightful cannot and will not be liable for any loss or damage arising from Your failure to comply with these requirements.

5. Termination

While participating in the Free Day Trial, this Agreement lasts Days from date of Service Authorization. Upon expiration or termination at the conclusion of Days, if You choose not to purchase a subscription, You will immediately cease all use of the Service.

This Agreement is an on-going agreement. Either party may reduce the level of service or terminate this Agreement by notifying the other party in writing at least thirty (30) days in advance of the termination date. Insightful, in its sole discretion, may terminate your use of the Service if You fail to comply with this Agreement. If You have purchased the Services, You will pay in full for the Service up to and including the last day of the current billing cycle. To cancel the Service or reduce the level of service provided by Insightful, You must contact Insightful in writing. All such requests received prior to ten (10) days of the end of the customer billing cycle will incur no additional charges. Requests for cancelled or reduced service received within ten (10) days of the end of the customer billing cycle may incur one additional month of charges. Insightful may, but is not obligated to, delete archived data, but will not do so until thirty (30) days after the termination of this Agreement.

6. Governing law

This contract is governed by the laws of the State of California.

7. Warranty and Disclaimer

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND INSIGHTFUL DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Insightful DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICE.

8. Limitation of Liability

INSIGHTFUL'S TOTAL LIABILITY WITH RESPECT TO THE SUBJECT MATTER OF THIS SERVICE AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY YOU TO INSIGHTFUL FOR THE SERVICE UNDER THIS SERVICE AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. NEITHER INSIGHTFUL NOR ITS LICENSORS SHALL BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE PROCUREMENT), WHETHER OR NOT FORESEEABLE AND EVEN IF INSIGHTFUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. No waiver

No failure to exercise and no delay in exercising any right, power or remedy under this agreement will operate as a waiver, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.

10. Any notice required to be given under this agreement by any party to the other shall be in writing addressed to the intended recipient at the address last notified by the intended recipient to the party giving the notice.

11. Severance

Any provision of this agreement which is prohibited or unenforceable in any jurisdiction will not invalidate the remaining provisions of this agreement nor affect the validity or unenforceability of that provision in any other jurisdiction.

12. Assignment

Neither party may assign its interest under this agreement.

13. Modification to terms

Insightful reserves the right to modify the terms and conditions of this Agreement at any time, effective on posting of updated version of this Agreement on the Service. You are responsible for regularly reviewing this agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

14. Entire agreement

These terms contain the entire agreement of the parties with respect to its subject matter. It sets out the only agreement relied on by the parties and supercedes all earlier conduct by the parties with respect to its subject matter.