Click To Call Me Now Service Agreement 

This Service Agreement constitute the entire agreement and understanding between Callverse PTY Limited (ABN 60 125 299 809) of 543 Glenmore Road, Edgecliff, NSW 2027, Australia ("we", "us, "our") and the Customer specified in sign up form ("you", "your") with respect to the use of Click To Call Me Now's click to call service. They supersede any other written or oral representations, understandings or agreements.   

Submission of the sign up form constitutes your approval of these terms and conditions.  

For any terms with the first letter capitalized please see the definitions preceding bracketed words in bold and listed at the end of this Agreement. 

1. Click To Call Service 

(a) We will provide you with our Click To Call Service which enables users to make a free phone call to you.

(b) You are liable for all fees incurred as a result of use of your Service.  

(c) We will use reasonable endeavours to provide you with access to Service on a continuous basis. However, you acknowledge that: 

(i)  the Service is not error or fault free and that you may experience interruptions and usage difficulties from time to time;

(ii) we are not responsible for the successful carriage and delivery of Service messages, including over third party telecommunications networks; 

(iii) we may immediately and without notice to you suspend access to the Service: 

(A) during any technical failure, modification or maintenance involving the Service; 

(B) if you breach this Agreement and have not remedied the breach within 15 days of us notifying you of the breach and requesting that it be remedied; or 

(C) if you do or allow to be done anything, which, in our reasonable opinion may have the effect of jeopardising the operation of our or any third party's business, facilities or the services we supply to our customers. 

(d) Click to Call Me Now does not have any control over the visitor to your website using the Click To Call Service. 

2. Limitations on Use 

You agree: 

(a) not to take any action that may, in our reasonable opinion, adversely affect or impair any of our rights, title and interests in and to the Service, and/or any of our Intellectual Property Rights in any manner or form; 

(b) to use the Service for which: 

(i) comply with all applicable laws and regulations and the requirements of any government or statutory body; 

(ii) comply with all reasonable industry and Click To Call Me Now's policies, standards and codes. 

(c) not to repackage, market, license, distribute, transfer, lend, rent or otherwise commercially exploit the Software or translate or export the Software into any other computer language; 

(d) to notify us immediately if you become aware of any unauthorized use by any person of the whole or any part of the Service; 

(e) not to merge all or any part of the Software with other computer programs, products or services without our prior written consent; 

(f) not to reverse engineer, reverse assemble or reverse compile or directly or indirectly allow a third party to reverse engineer, reverse assemble or reverse compile the Software or otherwise attempt to discover any portion of the source code or trade secrets related to the Software, except as and to the extent that you are legally authorised to do so under any applicable laws; 

(g) not to introduce into our system viruses, worms, trojan horses or other harmful or malicious software; 

(h) to indemnify us for any loss, cost or damage we incur as a result of your failure to comply with your obligations in this clause.  

3. Fees and Payment 

(a) You will prepay via credit card to use the service. If your balance falls below $5.00 the service will be suspended until you top up your account. 

(b) To the extent permitted by law any prepayment of Charges is not refundable. 

(c) If your credit card expires or we are for any other reason unable to debit Charges to your credit card, we may immediately and without notice suspend your use of the Service 

4. GST 

You must pay us on demand any goods and services tax, value added tax or any other like tax ("GST") which is payable as a consequence of any supply made or deemed to be made or other matter or thing done under or in connection with this Agreement by us (together with any fine, penalty or interest payable because of your default).   The amount paid by you to us on account of GST must be sufficient to ensure that the economic benefit to us of this Agreement remains the same whether GST applies or not. 

5. Exclusion of Warranties 

We shall use all reasonable efforts to rectify (or provide work-arounds for) any defects in the Services notified by you to us in writing.  Except as otherwise expressly stated in these terms and conditions, we make no express or implied warranties to you and expressly exclude all warranties, conditions and terms implied by statute, general law, international convention or custom, including without limitation any and all implied warranties with respect to merchantability, fitness for purpose, title and non-infringement, except for any implied condition or warranty, the exclusion of which would contravene any statute or cause this clause to be void.  

6. Limitation of Liability 

(a) To the extent permitted by law, where the goods or services we supply under these terms and conditions are subject to warranties or terms implied by statute, general law, international convention or custom that cannot be excluded, restricted or modified our liability for breach of any such condition or warranty will be limited at our option to: 

(i) in the case of goods, to the supply of the goods again or payment of the cost of supplying the goods again; and 

(ii) in the case of services, the supply of the services again or payment of the cost of supplying the services again. 

(b) To the extent permitted by law, our liability to you for any loss or damage, whether arising in contract, negligence or otherwise shall not exceed the total amount we actually received from you with respect to the Service.  We will not be liable in any event (whether in contract, tort or otherwise) for any consequential, indirect, incidental, special, punitive or exemplary damages, including without limitation any loss of profits or loss or corruption of data or loss of anticipated savings, loss of goodwill or economic loss, even if we have been advised of the possibility of such loss or damage. 

(c) Each party's liability in contract, tort, negligence, under statute or otherwise must be reduced by the extent, if any, to which the other party contributed to the loss. 

7. Intellectual Property 

You acknowledge that the Software is a commercially valuable, proprietary product, the design and development of which reflects the effort of skilled development experts and the investment of considerable time and expense, and is subject to copyright and other Intellectual Property Rights.  We are the owner, or authorised licensee, of all rights, title and interests in and to the Software and, except as otherwise specifically granted under these terms and conditions, you obtain no right, title or interest in or to the Software. Except as expressly permitted by law you will not decompile or reverse engineer the Software. All source code of the Software is our valuable secret. 

8. Confidentiality 

(a) Neither party will disclose to any third party without the prior written consent of the other party any Confidential Information received from the other party.  This restriction does not apply to information which is or becomes generally available to the public (other than as a result of a breach of an obligation under this clause), is independently developed by the recipient or is required by law to be disclosed. 

(b) Each party will only use the Confidential Information of the other party for the sole purpose of performing its obligations under this Agreement. 

(c) This clause does not prevent us from disclosing the existence of this Agreement to third parties for the purposes of marketing to customers and potential customers.  

9. Term and Termination 

(a) This Agreement will commence once you have ticked the box to agree to the terms and conditions. 

(b) We may terminate these terms and conditions at any time with immediate effect if you breach any of these terms and conditions and fail to remedy that breach within 21 days after receiving notice of the breach requiring you to do so.

(c) These terms and conditions will terminate automatically if either party becomes the subject of an Insolvency Event. 

10. Consequences of Termination or Expiration 

(a) Upon the termination of these terms and conditions for any reason, all rights granted to you under these terms and conditions cease and you must: 

(i) immediately discontinue all use of the Software and the Service; and 

(ii) immediately pay to us any outstanding Charges. 

(b) The provisions of clauses 7, 8 and 9 survive termination or expiration of this Agreement. 

11. Force Majeure 

Other than in relation to any payment obligations under these terms and conditions no party will be in breach of its obligations under these terms and conditions to the extent that the failure or delay occurs because of a Force Majeure Event and the affected party will be granted a reasonable extension of time to complete its performance of any obligations affected by that Force Majeure Event. 

12. General Provisions 

(a) This Agreement may only be varied by agreement of both parties in writing. 

(b) All notices to be given by a party to the other party must be in writing and shall be sent by facsimile or electronic mail to their respective addresses on the Application Form or as varied by written notice.  This is in addition to any other mode of service permitted by law. 

(c) Any provision of these terms and conditions will be read down to the extent necessary to prevent that provision or these terms and conditions being invalid, voidable or unenforceable in the circumstances. 

(d) You may not assign or attempt to assign any of your rights or obligations under these terms and conditions without our prior written consent which shall not be unreasonably withheld. 

(e) These terms and conditions are governed by the laws of New South Wales and each party irrevocably submits to the exclusive jurisdiction of the Courts of that State. 

13. Definitions  

"Confidential Information" in relation to a party, means all information relating to that party including, without limitation, that party's, systems, processes, data, customers, personnel, assets, products, services and affairs, which is disclosed, communicated or delivered to the other party or which comes to the other party's knowledge, or into its possession, before, on or after the date of these terms and conditions. 

"Force Majeure Event" means an event or circumstance that, despite its reasonable effort and without its fault or negligence, a party is unable to control and includes, without limitation, any act of God, war and other hostilities, fire, flood, strikes, lock-outs, delays in transport, breakdowns in machinery, or restrictions or prohibitions or any other acts by any government or semi-government authority. 

"Insolvency Event" includes, without limitation, an arrangement, compromise, winding up, dissolution, official management, appointment of administrator, liquidator, provisional liquidator or controller, assignment for the benefit of a creditor, scheme of arrangement with creditors, insolvency, bankruptcy or if it applies, a merger, amalgamation, reconstruction or change in the constitution of an entity for the purpose or having the effect of altering a party's rights with its creditors, or anything having a substantially similar effect to any of the events specified under the law of any jurisdiction. 

"Intellectual Property Rights" means all rights, whether registrable, registered or unregistered under the laws of any jurisdiction throughout the world, including, but not limited to any copyrights, patents, designs, trade marks, service marks, trade names, business names, get up, trade secrets and any applications for, or rights to obtain or acquire, any such intellectual property rights.