Terms Of Service

Terms of Service

Welcome to www.dynamicconnect.com. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below), Apps (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Dynamic Connect Services”).

Last Update 25 August 2023

The Dynamic Connect Services are offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at www.dynamicconnect.com.au/privacy), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Dynamic Connect Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Supplier (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE DYNAMIC CONNECT SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, DOWNLOAD APPS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE DYNAMIC CONNECT SERVICES.

Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Dynamic Connect Services to anyone who violates these Terms.

If you register for a free trial of the Dynamic Connect Services, the applicable provisions of these Terms will govern that free trial.

The original language of these Terms is English. Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

1. Definitions

Definitions

Account

The primary means for accessing and using the Dynamic Connect Services, subject to payment of a Fee as per the current price list or as otherwise agreed.

Authorisation

The set of rights and privileges on the platform assigned to a User by a Client.

Beta Service

A Feature or functionality of Dynamic Connect Services that is in development or has not been released as a final product which Supplier has made available to Client for testing and evaluation.

Billing Code

Account codes, activity codes, department codes, matter numbers, client code, building codes and other billing codes as imported from a practice management, accounting system or other business application. The information often includes client code, client name, activity code and activity description information which are dynamically maintained by Dynamic Connect.

Billing Code Description

Text descriptions supplied with a Billing Code.

Client

A natural or legal person who has accepted these Terms with the Supplier.

Client Data

Files, transactions and any other digital data and information, which is subjected to the Dynamic Connect Services or otherwise inserted manually or automatically to the System by the Client (including the transactions, scans, files, documents, matters, clients and associated billing data).

Content

Any data and information available through Dynamic Connect Services or contained within the structure of the System including but not limited to transactions, documents, print data, pictures, images, audio visual works, other informational materials and any comments.

Dynamic Software Solutions

PrintSolv Australia Pty Ltd trading as Dynamic Software Solutions is a private limited company established in Australia having it’s principle place of business at 57/18-26 Church Avenue, Mascot, NSW 2020, Australia. ABN 40 158 802 012;

Dynamic Connect Materials

The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organisation, compilation of the content, code, data, and all other elements of the Dynamic Connect Services.

Dynamic Connect Services

the Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform.

Feature

A function or set of functions providing a particular capability within Dynamic Connect Services as determined by the Supplier.

Fee

Regular payment for using the activated Account. The fee is calculated based on modules that are being used and the volume of use.

Files

Documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the System by the Client.

Free Trial

Temporary access for the purposes of trying out the Dynamic Connect Services in accordance with any selected Plan without paying a Fee.

Guidelines

The content of this document and any Additional guidelines or rules applicable to specific Features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Dynamic Connect Services.

Organisation

Legal persons (such as companies) and other entities.

Support

Supplier support for the solution and can be contacted at APAC – support@dssolutions.net.au

Transactions

Meta data related to activities captured by the Services which can be converted into billable transactions sent to a billing system or time entries posted to a time recording solution.

Platform

The Dynamic Connect web services, server apps, MSSQL databases, desktop apps and any other ways users interact with Dynamic Connect.

Products

The goods or services that an End User is consuming.

Reseller

Third party entity that (i) purchases Dynamic Connect Services from Supplier and resells such Services to Clients, (ii) bills such Clients directly and (iii) provides such End Users with customer service.

Sensitive Information

means credit or debit card numbers; financial account numbers or wire instructions; government-issued identification numbers (such as Tax File Numbers, Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection

Supplier

Dynamic Software Solutions

System

The integrated cloud computing solution for providing the Dynamic Connect Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith.

Transaction

Data captured relating to an activity including file names, pages, telephone numbers, email addressed, subject lines, date, time, duration, comments added by the user and other meta data captured in the processing of a transaction.

User

A natural person granted with the Authorisation to use the Account on behalf of a Client;

Web Site

the compilation of all web documents (including images, php and html files) made available via www.dynamicconnect.com and www.dynamicconnect.com.au or any sub domains or domains with identical names under other top domains and owned by Supplier.

2. Authority to Enter into These Terms with Supplier

The use of the Dynamic Connect Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorisation from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:

1. the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or

2. for those Dynamic Connect Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

You may not, without Supplier’s prior written consent, access the Dynamic Connect Services

1. for production purposes,

2. if you are a competitor of Dynamic Connect,

3. to monitor the availability, performance or functionality of the Dynamic Connect Services or

4. for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Dynamic Connect Services. Please check these Terms periodically for changes. Your continued use of the Dynamic Connect Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of

1. your continued use of the Dynamic Connect Services, or

2. 30 days from posting of such modified Terms on or through the Platform.

Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of Dynamic Connect Services

Supplier will

1. make the Dynamic Connect Services, Content and Client Data available to a Client pursuant to these Terms,

2. provide applicable standard support for the Dynamic Connect Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable),

3. use commercially reasonable efforts to make the Dynamic Connect Services available 24 hours a day, 7 days a week, except for:

a. planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and

b. any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of Client Data

Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Supplier personnel except

1. to provide the Dynamic Connect Services and prevent or address service or technical problems,

2. as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or

3. as a Client or User expressly permit in writing.

Supplier may use service providers to perform the Services. Supplier will make commercially reasonable efforts to ensure that data transfers to service providers meet requirements applicable to Clients’ processing of data and will provide information on such data transfers in these Terms for Client’s consideration.

By agreeing to these Terms, the Client authorizes the Supplier (a general written Authorisation in the meaning of Article 28 (2) of Regulation (EU) 2016/679) to engage the following service providers for the purposes of performing the Services. Supplier shall provide 10 business days advance notice before engaging any new service providers under the Supplier’s general authorization.

List of service providers processing Client Data can be seen here: https://dynamicconnect.com/subprocessors

5. Using the Dynamic Connect Services

5.1 Establishing an Account

Certain Features, functions, parts or elements of the Dynamic Connect Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

1. complete the sign-up form on the Web Site or alternative process provided by a Reseller if access to the Dynamic Connect Services is purchased from a Reseller; and

2. accept these Terms by clicking “Sign up”, “Authorise” or other similar button

Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If Client has designated Users and granted them Authorisation, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorisation of any User. However, Supplier may, in its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorisation, Supplier may, in its sole discretion, prevent such User from accessing the Dynamic Connect Services.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

The Client and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

5.2 Logging Into an Account

Supplier shall provide Client with a username and password (“Login Credentials”) to be used to log in to its Account unless the Client uses the single sign-on Feature or another service to log in. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Supplier:

1. of any disclosure, loss or unauthorized use of any Login Credentials;

2. of a User’s departure from the Client’s organization;

3. of a change in a User’s role in the Client’s organization;

4. of any termination of a User’s right for any reason.

5.3 Termination of Account

Client may terminate these Terms at any time as provided in Section 17.

Supplier shall remove access to the system immediately.

Billing code information is deleted withing 7 working days.

Transaction information is deleted within 7 working days.

Files are deleted within 7 working days however are recoverable for another 90 days before permanent deletion.

Some data may be retained in offline back ups for up to 7 years.

5.4 Fees

The use of an Account is subject to a Fee. Upon sign up Client may select modules and units corresponding to the module which will establish the Fee according to the price list. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, Client elects to increase use an additional fee will be due. Should the Client elect to decrease use during a pre-paid period no refund will be made.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

5.5 Changing Plans

Any Client has the right to upgrade or downgrade use at any time by adding modules and or units among the collection of modules determined by the Supplier. In such an event, the Client’s credit card on file with the Supplier will automatically be charged with a Fee for the next payment interval according to the price list and modules and units selected.

Removal of modules may cause the loss of Features, functionality, or capacity of the Account, as well as the loss of Data.

5.6 Free Trial

At times and for some modules a Free Trial may be made available. The Client is not required to provide any credit card or other payment information during the period of Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to sign up for the relevant Fee. If the Client does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Supplier has the right to permanently delete the Account, including all Client Data therein.

At any stage during the Free Trial the Client may sign up for the Dynamic Connect Services and in doing so their Free Trial will automatically expire.

In addition to the current price list, Supplier may offer special discounts and motivation schemes (for example finder’s fees, etc.).

6. Payment

The following provisions are applicable only if you purchase access to the Dynamic Connect Services directly from Supplier. If you purchase access to the Dynamic Connect Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.

6.1 Payment Card Authorisation

Supplier may seek pre-authorisation of Client’s payment card account prior to your purchase of Dynamic Connect Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein and authorize Supplier to charge all sums described in these Terms to such card account. You agree to provide Supplier updated information regarding your payment card account upon Supplier’s request and any time the information earlier provided is no longer valid.

6.2 Direct Debit Payments

In some markets Supplier may, if Client elects, request that Client complete a direct debit mandate to enable direct debit payments. In such cases Supplier shall comply with all applicable national rules and regulations related to direct debit payments.

6.3 Electronic Invoice

If Supplier has not sought pre-authorisation of your payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.

6.4 Overage Charges

Upon delay with any payments, Supplier may require the Client to pay an administration fee (penalty for late payment) per month for the period as of the time the payment obligation falls due until conforming performance is rendered. The penalty will be no less than $100 per month and or at an agreed interest rate to continue service.

7. Client data

7.1 Uploading Client Data to Platform

If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Dynamic Connect Services by Supplier. By uploading Client Data to the Platform, Client authorizes Supplier to process the Client Data. The Client is responsible for ensuring that:

7.1.1. the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Supplier, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and

7.1.2. the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.

7.2 No Guarantee of Accuracy

Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Dynamic Connect Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Supplier, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Dynamic Connect Services, as well as for any actions taken by the Suppliers or other Clients or Users as a result of such Client Data.

7.3 Sensitive Information and Unlawful Client Data

You will not use the Dynamic Connect Service in any way that violates these Terms, to process Sensitive Information, or Client Data that in any manner is prohibited by law.

Supplier is not obliged to pre-screen, monitor or filter any Client Data or its processing by the Client in order to determine if it is Sensitive Information or unlawful in nature. However, if the Supplier has reason to believe that the Client is processing unlawful Client Data or Sensitive Information, or the action of its processing is unlawful by in nature, Supplier has the right to:

1. notify the Client of such unlawful Client Data or Sensitive Information;

2. deny its publication in the Dynamic Connect Services;

3. demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;

4. temporarily or permanently remove the unlawful Client Data, or Sensitive Information from the Dynamic Connect Services, restrict access to it or delete it.

If Supplier is presented convincing evidence that the Client Data is not unlawful or Sensitive Information, Supplier may, at its sole discretion, restore such Client Data or Sensitive Information, which was removed from the Dynamic Connect Services, Account or access to which was restricted.

In addition, in the event the Supplier believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, or is Sensitive Information, the Supplier may (but has no obligation), to remove such Client Data at any time with or without notice.

Without limiting the generality of the preceding sentence, Dynamic Software Solutions complies with the Digital Millennium Copyright Act, and will remove Client Data from the Platform upon receipt of a compliant takedown notice.

Dynamic Connect does not comply with data handling regulations such as HIPAA, FISMA or other unless specifically stated and if used in such environments the Client is responsible to ensure any use of Dynamic Connect conforms appropriately. Nothing contained in this section limits the usage restrictions specific to Sensitive Information under the Terms.

No Sensitive Information. YOU ACKNOWLEDGE THAT THE DYNAMIC CONNECT SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE DYNAMIC CONNECT SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

7.4 Compelled Disclosure

Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

7.5 Billing Code Descriptions and File Naming

Prior to engaging the services and ongoing all file names and billing code descriptions processed by the Platform must be have any Personal Information anonymised. The Platform can expose reports with billing code descriptions and file names to any internal users and transfer those reports via email services. Sensitive Personal Data must not be entered into Billing Code descriptions or File Names that are processed by the Platform.

8. Services

8.1 Use of the Dynamic Connect Services

Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Dynamic Connect Services to:

1. capture transaction information for activity reporting, client billing and time billing

2. manage print data for the purpose of print management, Follow&Go printing

3. process scan files to document management systems and file repositories

4. provide management reporting to measure and manage

5. modify and delete Client Data;

6. customize the standard Features or functionality of the Dynamic Connect Services;

7. receive reasonable help and guidance and from Supplier regarding the use of the Dynamic Connect Services.

If Supplier determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any Features or functionality to be significantly excessive in relation to other Users, Supplier reserves the right to suspend respective Client Account, (or part thereof) until Client assures Supplier that Client shall refrain from further abuse of the Services.

8.2 Technical Support

Supplier shall provide reasonable technical support to Client and its authorised User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all. The contacts for all enquiries of support are listed on the website https://www.dynamicconnec.com.au/support

Notwithstanding the foregoing, if you purchased access to the Dynamic Connect Services from a Reseller, then first-line technical support will be provided by the Reseller and not by the Supplier.

8.3 Modifications to Service

Supplier reserves the right to modify the Dynamic Connect Services or any part or element thereof from time to time without prior notice, including, without limitation:

1. rebranding the Dynamic Connect Services at its sole discretion;

2. ceasing providing or discontinuing the development any particular Dynamic Connect Service or part or element of the Platform temporarily or permanently;

3. taking such action as is necessary to preserve Supplier’s rights upon any use of the Dynamic Connect Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Dynamic Connect Services, will become effective thirty (30) days before the effective date of such modification.

If the Client does not accept the modification, the Client shall notify Supplier or Reseller (if Client purchased access to the Dynamic Connect Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Dynamic Connect Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Dynamic Connect Services, or any part or element thereof.

8.4 Beta Services

Supplier may offer certain Features of functionality for the purpose of testing and evaluation (“Beta Service” or “Beta Services”). The Supplier reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to the Client. The Client agrees that the Supplier will not be liable to the Client or to any third party for any harm related to, arising out of the Client’s use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

9. Data Processing Contract

These Terms constitute the data processing contract between the Client as the data controller and the Supplier as the data processor. The Client hereby instructs the Supplier to process the data as described in these Terms.

Subject matter and nature of processing

The Supplier provides the Platform where the Client, as the data controller, captures transactions, activities and processes scan files.

The Platform has been designed to work as a document routing and transaction management tool but, to the extent not regulated by these Terms, the Client decides how they use the Platform.

Duration

The Supplier will process data on behalf of the Client until the termination of the Dynamic Connect Services in accordance with these Terms. Upon termination and assuming the Client has had a paid Account, the Supplier will store the Client’s data for a period of six months, should the Client wish to reopen the Account to resume the use of the Dynamic Connect Services or to export Client Data, unless instructed otherwise by the Client. The content of closed Free Trial Accounts are deleted within 30 days of the date of closure. After the aforementioned periods, Contents of the Accounts may still be kept as part of the Supplier’s technical server archival backups for an additional three months. The Supplier deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.

Client Requirements

Dynamic Connect processes scan files and print jobs including file names as well as transaction comments. The Client’s End Users must not insert personally identifiable information into file names for scan or print jobs or the comments for transactions.

The Client is to complete daily checks of reports to ensure transactions posting totals reconcile with the billing system, that scan and mobile capture file transfers to the document management system reconcile and other activities processed have been accurately allocated and posted to appropriate destinations. Any discrepancies must be immediately reported with all relevant details to support@dssolutions.net.au. Failure to report issues in a timely manner, within a day of issue arising, can result in loss of revenue, productivity and more. Failure to report in a timely manner may result in additional professional services charges to the client for data recovery and reprocessing of files and transactions.

Parties’ rights and obligations

The Client’s rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. The Supplier ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

The Supplier takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. The Supplier undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.

10. Restrictions

10.1 Prohibited Activities

Client and its authorized Users may use the Dynamic Connect Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

1. use the Dynamic Connect Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;

2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Dynamic Connect Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;

3. use the Dynamic Connect Services or any part or element thereof unless it has agreed to these Terms.

10.2 Certain Uses Require Supplier Consent

The Client or any User may not, without Supplier’s prior express written consent:

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Dynamic Connect Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;

2. use the Dynamic Connect Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;

3. use the Dynamic Connect Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Supplier;

10.3 Trade Control Compliance

The Client, any user, reseller, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the Dynamic Connect Services:

1. Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with, Australian, U.S., EU, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Department of State (collectively, “Sanctions”), and U.S., EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the U.S. Departments of Commerce and State (collectively, “Trade Controls”).

2. Third Party shall take no action, directly or indirectly, that would cause Dynamic Software Solutions or any of its subsidiaries or affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Trade Controls.

3. Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export- related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or OFAC’s Sectoral Sanctions Identifications List (the “SSI List”), (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any Governmental Authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Crimea Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any Person or Persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Dynamic Connect Services to any Persons described in clauses (i)-(iii).

4. Third Party will promptly notify Dynamic Software Solutions if Third Party or any personnel employed by or affiliated with Third Party (i) commits any actual or potential breach of Trade Controls relation to the Dynamic Connect Services, or (ii) becomes a Restricted Person.

5. Dynamic Software Solutions shall have the right to immediately terminate the access to, or use of the Dynamic Connect Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party takes any action in violation of the provisions described herein or if Dynamic Connect determines, in its sole discretion, that the Third Party’s continued use of the Dynamic Connect Services could violate Trade Controls.

11. Privacy

Supplier takes the privacy of its Clients and Users very seriously. Supplier’s Privacy Policy at www.dynamicconnect.com/privacy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Supplier’s collection, use, and disclosure of Client’s or User’s personal information.

12. Intellectual Property Rights

12.1 Dynamic Software Solutions’s Intellectual Property Rights in the Dynamic Connect Services

The Dynamic Connect Services, Dynamic Connect Materials, Dynamic Connect trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. Dynamic Connect Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates and licensors retains all right, title and interest in such Dynamic Connect Services, Dynamic Connect Materials, Dynamic Connect trade names and trademarks, and any parts or elements. Your use of the Dynamic Connect Services and Dynamic Connect Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Dynamic Connect Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Dynamic Connect Services, Dynamic Connect Materials and Dynamic Software Solution’s trade names and trademarks not expressly granted in the Terms.

12.2 Content Owned by Dynamic Connect

Subject to these Terms and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Dynamic Connect Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Dynamic Connect Services or as otherwise permitted by applicable law.

12.3 Client Data

1. Supplier may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Supplier may not otherwise use or display Client Data without Client’s written consent. Supplier respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Dynamic Connect Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for Supplier’s commercial, marketing or any similar purpose. Client expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the Dynamic Connect Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Dynamic Connect Services operate, and to create new Features and functionality in connection with the Dynamic Connect Services in the sole discretion of Supplier.

2. Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Dynamic Connect Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended Features and functionality of the Dynamic Connect Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Supplier’s or any Dynamic Connect Licensee’s use of such Client Data pursuant to these Terms, and Supplier’s or any Dynamic Connect Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any Dynamic Connect Services Client has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Client and Supplier otherwise agree.

12.4 Feedback

If Client or a User provides Suppliers with any comments, bug reports, feedback, or modifications for the Dynamic Connect Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Dynamic Connect Services.

Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

13. Third-Party Sites, Products and Services

The Dynamic Connect Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Dynamic Connect. By using any community marked code or libraries in your software development, you acknowledge and agree that Dynamic Software Solutions is not in any way responsible for the performance or damages caused by such community provided code or library.

14. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE DYNAMIC CONNECT SERVICES, DYNAMIC CONNECT MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE DYNAMIC CONNECT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE DYNAMIC CONNECT SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE DYNAMIC CONNECT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DYNAMIC CONNECT SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE DYNAMIC CONNECT SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE DYNAMIC CONNECT SERVICES, DYNAMIC CONNECT MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

15. Indemnification

You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Dynamic Connect Services, Dynamic Connect Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.

16. Limitation of Liability

16.1 No Liability

Supplier shall not be liable to the Client or User for any consequences resulting from:

1. any modifications in these Terms, calculation and rates of Fees, the Dynamic Connect Services, Dynamic Connect Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Dynamic Connect Services or Dynamic Connect Material;

2. deletion of, corruption of, or failure to store any Client Data;

3. use of Client Data by the Client or any of the Users associated with the Account;

4. upgrading or downgrading the current Plan;

5. any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;

6. the Client’s use of the Account or the Dynamic Connect Services by means of browsers other than those accepted or supported by the Supplier;

7. the application of any remedies against the Client or authorized Users by the Supplier, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Dynamic Connect Services or any part or element thereof;

8. the differences between technologies and platforms used for access, for example if certain Features, functions, parts or elements of the Dynamic Connect Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;

9. the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:

1. provide Supplier with accurate information about the Client, Users or Account;

2. notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

3. provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Supplier’s negligence, breach of these Terms or otherwise);

4. ensure the lawfulness of the Client Data;

5. obtain the necessary rights to use the Client Data; or

6. abide by any of the restrictions described in these Terms.

16.2 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DYNAMIC SOFTWARE SOLUTIONS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE DYNAMIC CONNECT SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

16.3 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

17. Termination of These Terms

17.1 For Convenience

These Terms may be terminated for convenience in the following situations;

1. by the Client any time by clicking the cancellation link on the Web Site, which will guide them through the cancellation process when logged in to the Account, or if the Client is paying for the Service with a PayPal account, by revoking the billing agreement on its PayPal profile; or if the client is paying for the Service via a Reseller, by means agreed upon between the Client and the Reseller;

2. by Supplier upon decision to end provision of the Dynamic Connect Services and close the Platform; or

3. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

17.2 For Default

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or

2. immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights], 15 [Indemnification], or 10 [Restrictions] of these Terms.

17.3 Effect of Termination

Upon termination of these Terms,

1. Supplier shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.

2. Client must:

1. stop using and prevent the further usage of the Dynamic Connect Services, including, without limitation, the Platform;

2. pay any amounts owed to Supplier under these Terms; and

3. discharge any liability incurred by the Client before under these Terms prior to their termination; and

3. The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.

17.4 Remedies

If Supplier terminates these Terms as a result of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Dynamic Connect Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain Features, functions, parts or elements of the Dynamic Connect Services.

If Supplier has reasonable grounds to believe that the Client’s or User’s use of the Dynamic Connect Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

The Supplier has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Supplier typically provides notice in the form of a banner or email on or before such suspension. Supplier will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.

18. Who You Are Contracting With

Full Business Name: PrintSolv Australia Pty Ltd trading as Dynamic Software Solutions

ABN: 40 158 802 012

Address: 57/18-26 Church Avenue, Mascot, NSW, 2020, Australia

Email: Sales@dssolutions.net.au

18.2 Governing Law and Jurisdiction

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the following:

These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of NSW, Australia

19. General Provisions

19.1 Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

19.2 Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

19.3 Entire Agreement

These Terms are the entire agreement between Client and Supplier regarding Client’s use of the Dynamic Connect Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

19.4 Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

19.5 No Waiver

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

19.6 Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.