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Subscription Agreement

This agreement must be read in conjuction with Privacy Policy and the Income Disclaimer.

Contents

Definitions and interpretation

Defined terms

Commencement and grant

Commencement

Conditions precedent

Licence to access and use the Application and Content

Subscriber’s obligations

Payment of Subscription Fee

General obligations

Security

Subscriber Generated Content

Specific prohibitions

Confidentiality and Privacy

Confidentiality

Privacy

Intellectual Property

Ownership of the Application and Content

Ownership of Accounting Data

Backup

Third-party applications

Copyright infringement

Warranties and acknowledgements

Authority

Data

Warranties of neXtep BB

Disclaimer of warranties

Limitation of liability

Indemnity

Term and termination

Term

Termination by the Subscriber

Termination for breach

Termination for necessity

Support

General provisions

Country specific clauses

Commonwealth of Australia

Welcome to neXtep easy - simply the one best thing to do, right now, to improve your business.

The terms and conditions contained in this Subscription Agreement are a legally binding contract between neXtep Business Builder Community Pte Ltd 201424522Z (neXtep BB, We, Our, Us and other similar terms) and apply to the contractual arrangement with the Subscriber (You, Your and other similar terms).   The parties to this agreement are the Subscriber and neXtep BB (each a Party and together the Parties).

This Subscription Agreement is intended to explain our obligations as a service provider and Your obligations as a customer.  Please read this carefully.

These terms and conditions are binding on any use of the Application and apply from the time that we provide access to the Application to you.

The Application may evolve over time and so may the terms and conditions contained in this Subscription Agreement,   If we change these terms and conditions, we will bring the changes to your attention by advising you of the change and posting the latest version on our Website.   This Subscription Agreement contains the contractual terms which apply to your use of the Application it does not deal with how you use the Application or how to benefit from the recommendations.

By clicking “I Accept” and subscribing to the Application, You acknowledge that You have read and understood the terms and conditions contained in this Subscription Agreement and warrant that you have the authority to act on behalf of the business that is associated with the Subscriber.  You are deemed to have agreed to these terms on behalf of any entity for whom you Subscribe.

This Subscription Agreement was last updated 22 April 2017.

The contact information for the neXtep BB is as follows:

neXtep Business Builder Community Pte Ltd 201424522Z

180 Kitchener Road #09-09/10 Singapore 208539

Nominated email address: go.easy@nextepeasy.com

1.      Definitions and interpretation

a.       Defined terms

In this agreement, unless the context or subject matter otherwise requires:

Access Details means any username and password that We provide to You that allows You to access the Application.

Agreement means the terms and conditions contained in this document and any schedules.

API means an application programming interface.

Application means neXtep Business Builder application that is made available from the Website, that is the subject of this Agreement.

Business means the activities of the business of the Subscriber.

Commencement Date means when the Subscriber agrees to the terms of this Agreement and subsequently obtains access to the Application.

Content means text, data, speech, music or other sounds, visual images (animated or otherwise) in any form, or in any combination of forms in the Application or the Website.

Confidential Information means all information exchanged between the Parties subject to the Agreement, excluding any information which is, or becomes, publicly available by any means other than an unauthorised disclosure of it by any person or entity. 
Dashboard means the section of the Website identified as such.

Data means any information stored in a record that is uploaded to, or created on, neXtep BB’s servers by the Subscriber’s use of the Application.
Documentation means the Dashboard, How To’s, Help Tips, Help Guides, Action Plan, Recommendations, Take Actions, frequently asked questions and explanatory notes that are made available to Subscribers with the Application in which copyright is owned by neXtep BB.

End User means a person authorised to access the Application by the Subscriber.

Action Plan means step by step process support for an operational problem.

Help and Support Facilities means any material designed to assist Subscribers and their End Users to use the Application, including without limitation help tips, page help, frequently asked questions and other support given from time to time.

Income Disclaimer means the document on Our Website identified as such.

Insolvency Event means circumstances in which a Party takes any corporate action or any steps are taken or legal proceedings are started for:

1.     its winding-up, dissolution, or liquidation;

2.     the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it; or

3.     seeking or being granted protection from its creditors, under any applicable legislation.

Intellectual Property means all industrial and intellectual property rights including, without limitation, patents, copyright, trademarks, service marks, right to extract information from databases, design rights, trade secrets, rights of confidence, and all forms of protection of a similar nature or having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them).

Reports means any reports produced by the Application.

Refund Policy means the policy identified as such on the Website, as updated from time to time.

Subscriber means the person or corporate entity that subscribes to use the Application.

Subscriber Fee means the amount payable by the Subscriber, in U.S. dollars, to access the Application for the Subscription Term as shown on our Website from time to time.

Subscriber Generated Content means Content that is created by End Users  notwithstanding that it may be available on the Website.

Subscription means the right to access the Application for the Term.

Subscription Term means the period of time which the Subscriber subscribes to the Application as shown at Pricing page being a three year plan, an annual plan or a monthly plan.

Third Party Software means any of the software which the Application integrates with via an API.

Website means the website located at https://nextepeasy.com where the Application is made available to Subscribers by neXtep BB.

2. Commencement and grant

a.  Commencement

This agreement commences on the Commencement Date and continues for the Subscription Term unless terminated accordance with clause 9.

b.  Conditions precedent

In order for the Application to function, End Users  must access the internet using any popular browser and must have a licensed and operating copy of the software which the Application integrates with as shown at the Connections page on the Website.

c.  Licence to access and use the Application and Content

NeXtep BB grants the Subscriber a non-transferrable, worldwide, sub-licensable, limited right to access and use the Application during the Subscription Term on the terms and conditions contained in this Agreement.

3. Subscriber’s obligations

a.  Payment of Subscription Fee

The Subscriber agrees to pay the Subscription Fee in the manner reasonably directed by neXtep BB from time to time.  The payment of the Subscription Fee is an essential term of this Agreement.

b.  General obligations

The Subscriber agrees that it is authorised to use the Application for the purposes of its own  Business and must use it solely for the purposes of this Business and must use the Documentation solely for the purposes which neXtep BB provides it, and must, at all times, comply with this Agreement.

c.  Security

The Subscriber must ensure that any details required by it to access the Application (Access Details) are kept secure and confidential.  If the Subscriber becomes aware, or suspects that its Access Details have been compromised or used by anyone other than the Subscriber, they must immediately contact neXtep BB.

d.  Subscriber Generated Content

The Subscriber’s End Users must not use the Application or Website to post or otherwise disseminate any Subscriber Generated Content that is unrelated to the Application, unlawful, or an infringement of any third parties rights.  The Subscriber acknowledges and agrees that neXtep BB may, in its discretion, remove any Subscriber Generated Content from the Website for any reason or for no reason, with or without notice.

e.  Specific prohibitions

Without limiting the generality of any of the Subscriber’s other obligations under this Agreement, End Users must not:

(a)     use the Application for any purpose or in any manner other than as provided for herein;

(b)     infringe or misappropriate neXtep BB’s or any third party’s Intellectual Property in the Application and Documentation;

(c)     reproduce, make error corrections to or otherwise modify or adapt the Intellectual Property in the Application and Documentation or create any derivative works based on the Application and Documentation;

(d)     de-compile, disassemble, decrypt, or otherwise reverse engineer the Application or permit any third party to do so;

(e)     data mine or conduct automated searches on the Website or the Application, whether through the use of additional software or otherwise;

(f)      frame or mirror the Website;

(g)     tamper with, hinder the operation of, or make unauthorised modifications to the Website or the Application ;

(h)     transmit any trojan, virus, worm or other disabling feature to or via the Application;

(i)       advertise or offer to sell any goods or services, or conduct or forward surveys, contests, or chain letters from the Website;

(j)       delete any author attributions, legal notices or proprietary designations or labels unless authorised to do so;

(k)     use the Website to send commercial, unsolicited, bulk or fraudulent electronic messages to anyone, or to send electronic messages in any way which would constitute a violation of the Spam Act 2003 (Cth), the CAN-SPAM Act of 2003 (United States), or any other law or regulation of any jurisdiction.

4. Confidentiality and Privacy

a.  Confidentiality

The Parties must not disclose any of each other’s Confidential Information unless they are required to by law or court order.  This obligation survives the termination of this Agreement to the maximum extent permitted by law.

b.  Privacy

NeXtep BB maintains a Privacy Policy that sets out how it handles personal information it receives.   By entering into this Subscription Agreement, the Subscriber acknowledges and agrees that they have reviewed the Privacy Policy and agree that neXtep BB may deal with their personal information as described therein.

5. Intellectual Property

a.  Ownership of the Application and Content

The Subscriber acknowledges that neXtep BB retains all right, title and interest in and to all Intellectual Property in the Application, Documentation and Content and that the Subscriber does not acquire any express or implied Intellectual Property rights in the Application, Documentation and Content.

b.  Ownership of Accounting Data

The Subscriber owns Data its End User uploads to the Application and the supporting database environment.

c.  Backup

NeXtep BB takes reasonable commercial efforts to prevent data loss, including a regular backup regime.  Notwithstanding this, the Subscriber acknowledges and agrees that the integrity and availability of any Data they enter into the Application is the responsibility of the End User and neXtep BB excludes all liability for any loss or damage suffered or incurred by the Subscriber arising out of in relation to lost Data.

d.  Third-party applications

The Subscriber acknowledges and agrees that if they use third-party applications that interface with the Application, which neXtep BB may permit or prevent in its discretion, then neXtep BB may permit those third-party applications to access the Data.  NeXtep BB excludes all liability for any loss or damage suffered or incurred by the Subscriber arising out of in relation to lost Data.

e.  Copyright infringement

If you believe that any material on the Website infringes a copyright that You own, or that is owned by someone whom You represent, then You may request that We remove or disable access to that material.

To request removal or disabling of access, You must provide notice to Us. We recommend that You retain legal counsel to help You provide notice correctly.

Your notice to Us must include the following:

      Identification of the copyrighted work that You claim to have been infringed, or, if You claim there are multiple copyrighted works on the Website, a representative list of such works.

      Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material.

      Information reasonably sufficient to permit Us to contact You, such as an address, a telephone number, and an email address.

      A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law.

      A statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

      Your physical or electronic signature.

      Our designated agent to receive such notices is:

Dana H. Shultz, Attorney at Law

160 Bell Avenue, Piedmont, California 94611, USA

+1 510-547-0545

[email protected]

 

6. Warranties and acknowledgements

a.  Authority

The Subscriber warrants that they are authorised to enter into this Subscription Agreement and any End User  that accepts this Subscription Agreement on behalf of the Subscriber is permitted to bind the Subscriber if it is a corporate entity.

b.  Data

The Subscriber acknowledges and agrees that its End Users are authorised to input the Data into the Application and that they are solely responsible for any loss or damage to any third party arising out of or in relation to this authority.

c.  Warranties of neXtep BB

NeXtep BB warrants that it owns the Intellectual Property in the Application.

d.  Disclaimer of warranties

NeXtep BB does not warrant that the Subscriber’s access to the Application will be uninterrupted or without issue.  The Subscriber acknowledges and agrees that without limiting the foregoing disclaimer, access and to the Application may be interrupted by issues with telephone and internet services, which are beyond the reasonable control of neXtep BB.

NeXtep BB makes no warranties other than those expressly set forth herein. NeXtep BB expressly disclaims all other warranties, written or oral, statutory, express, or implied, including without limitation all warranties of merchantability, fitness for a particular purpose, and non infringement.

e.  NeXtep BB is not responsible for actions taken in response to information in Reports

The Subscriber acknowledges and agrees that neXtep BB is not responsible for what the Subscriber does with any Report and that it has read and understands the implications of the Income Disclaimer.

 

7. Limitation of liability

To the maximum extent permitted by law and in addition to any other exclusion or limitations on neXtep BB’s liability under this Agreement, neXtep BB is not liable to the Subscriber in contract, tort or otherwise for any loss or damage suffered by the Subscriber, either directly or indirectly arising out of or in relation to their use of or reliance on the Application.  In the event that neXtep BB is held to have breached this Subscription Agreement, any liability to the Subscriber will be limited to the amount of one (1) year’s Subscription Fee.

8. Indemnity

The Subscriber agrees to indemnify neXtep BB against any loss or damage incurred by it, either directly or indirectly, including without limitation legal costs on an indemnity basis, arising out of or in relation to the Subscriber’s breach of this Agreement.

9. Term and termination

a.  Term

At the end of the Subscription Term, Your Subscription will be automatically renewed at the applicable rate as advertised on our Website, unless You tell us otherwise. Upon such renewal, the Subscription Term will be extended accordingly.  We will send you a reminder before we change your credit card or Paypal account. You may cancel auto renew at any time by emailing [email protected] or click here to go to cancel subscriptions.

b.  Termination by the Subscriber

The Subscriber may terminate this Agreement at any time by notifying neXtep BB.  Any Subscription Fees paid in advance will be subject to neXtep BB’s Refund Policy.

c.  Termination for breach

NeXtep BB may terminate this Agreement by notice to the Subscriber where it believes on reasonable grounds that the Subscriber has breached a term herein and either:

(i)       the Subscriber has not remedied that breach within fourteen (14) days of being made aware of it; or

(ii)      the breach is, in the reasonable opinion of neXtep BB, incapable of being remedied.

In the event that this Agreement is terminated for breach, any Subscriptions Fees paid in advance will be forfeited.

d.  Termination for necessity

NeXtep BB may terminate this Agreement by notice to the Subscriber where it no longer able to provide access to the Application.  Any Subscription Fees paid in advance will be subject to neXtep BB’s Refund Policy.

10.    Support

NeXtep BB provides the Subscriber and its End Users with a variety of support to use the Application at various locations throughout the Application.  Provided that the Application functions as advertised, neXtep BB is under no obligation to provide updates or improvements to functionality. Notwithstanding this, NeXtep BB will use its best endeavours to provide the Subscriber with sufficient information and support to effectively use the Application.

 

11.    General provisions

a.     Approvals and consents - Except where this Agreement expressly states otherwise, a Party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement.

b.     Assignment – The neXtep BB may assign its rights and obligations under this Agreement by providing the Subscriber with notice of such an assignment.  The rights and obligations of the Subscriber cannot be assigned without the written consent of neXtep BB.  Such consent will not be unreasonably withheld.

c.     Costs - The Subscriber is  solely responsible for meeting the costs of using any Third Party Software that integrates with the Application.

d.     Entire agreement - This document in addition to the Income Disclaimer and our Privacy Policy, that are available from our Website, contain the entire agreement between the Parties in connection with its subject matter and supersedes all previous agreements and understandings except as otherwise provided herein.

e.     Governing law and jurisdiction
The laws of the Republic of Singapore, govern this Agreement.  Subscribers that are located in Australia, submit to the exclusive jurisdiction of the Supreme Court of Singapore.

f.      The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

g.     Notices -  A notice, approval, consent or other communication in connection with this agreement must be in writing sent to the address of the receiving Party appearing in this agreement or such other address as may be communicated by the receiving Party, marked for the attention of any person nominated for that purpose by the receiving Party (and who in the absence of any such nomination is the signatory to this agreement on behalf of the Party), and may be sent by prepaid post (air mail if international), courier, facsimile transmission or electronic mail.  A notice, approval, consent or other communication is taken to have been received:

                       i.             two (2) business days after sending if sent by post (five (5) business days if sent to or from a location in another country);

                      ii.             if sent by courier, at the time indicated by the records of the courier;

                     iii.             if sent by electronic mail, on receipt by the sender of an acknowledgment indicating that the mail item was received by the recipient.

h.     Severance - If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in full force and effect.

i.      Survival - Any clause which is expressed to survive, or which by its nature is intended to survive termination of this Agreement, survives termination.

j.      Variation - An amendment or variation to this Agreement is not effective unless it is in writing and signed by the Parties.

k.     Waiver - A Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.  A waiver is not effective unless it is in writing and signed by the Party giving it.

 

 

Country specific clauses

12. Commonwealth of Australia

a.         The following clauses apply if You are a Subscriber based in Australia.  In the event of an inconsistency between any of the clauses in this section and those above, those in this section prevail to the extent of the inconsistency.

b.         Consumer guarantees do not apply

The Subscriber acknowledges and agrees that they are not a consumer as defined in the Australian Consumer Law and consequently, the consumer guarantees contained therein do not apply to the Application.