Terms of Service
Last Updated: April 30, 2026
Welcome to Legasea CRM. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Subscriber", "you", or "your") and MBFA Pty Ltd (ACN 674 625 113), trading as Legasea CRM ("Company", "we", "us", or "our"), governing your access to and use of the Legasea CRM platform, software, website, and associated services (collectively, the "Services").
By registering for an account, signing up, or purchasing a subscription, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
1. Provision of Services
1.1 License: Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for your internal business operations during the Subscription Term.
1.2 Restrictions: You shall not (and shall not permit any third party to): (a) Copy, modify, adapt, translate, or otherwise create derivative works of the Services; (b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services; (c) Rent, lease, sell, assign, or otherwise transfer rights in or to the Services; (d) Use the Services to develop a competing product or service; (e) Access or use the Services in any way intended to avoid incurring Subscription Fees or exceeding usage limits; (f) Remove, obscure, or alter any proprietary notices, labels, or marks on the Services; (g) Use any automated means (including bots, scrapers, or crawlers) to access or collect data from the Services; or (h) Use the Services in any manner that violates applicable laws or regulations.
1.3 User Accounts and Sharing: Each user account is strictly personal and must be used by only one individual. You must not share login credentials, passwords, or account access with any other person. You are required to create a separate account and pay the applicable Subscription Fees for each individual user accessing the Services. Any abuse of this policy, including but not limited to credential sharing or attempting to circumvent per-user pricing, constitutes a material breach of these Terms. In such an event, we reserve the right to immediately suspend or terminate your access to the Services and/or retroactively charge you for the unauthorized use during the violating period at our standard per-user rates.
1.4 Acceptable Use: You must use the Services only for lawful purposes and in accordance with these Terms. Without limiting the generality of Section 1.2, you shall not: (a) Upload, transmit, or store any material that is unlawful, infringing, defamatory, obscene, or harmful; (b) Introduce viruses, malware, or any other technologically harmful material; (c) Attempt to gain unauthorised access to the Services, other accounts, or any systems or networks connected to the Services; (d) Impersonate any person or entity, or misrepresent your affiliation with any person or entity; or (e) Use the Services to send unsolicited commercial communications (spam).
1.5 Service Availability: We do not guarantee that the Services will be available at all times. We may suspend access to the Services for maintenance, updates, or other operational reasons. We will use commercially reasonable efforts to provide advance notice of planned downtime, but we shall not be liable for any unavailability of the Services, whether scheduled or unscheduled.
1.6 AI-Assisted Features: (a) The Services may include artificial intelligence and machine learning features ("AI Features"), such as suggested responses, data enrichment, analytics summaries, document analysis, and other automated or semi-automated outputs ("AI Outputs"). (b) No Guarantee of Accuracy: AI Outputs are generated by automated systems and are provided on an "as is" basis for informational and convenience purposes only. We do not warrant, represent, or guarantee that AI Outputs will be accurate, complete, current, reliable, or error-free. AI Outputs may contain inaccuracies, omissions, or hallucinated information. (c) No Professional Advice: AI Outputs do not constitute legal, financial, maritime, regulatory, or any other form of professional advice. You must not rely on AI Outputs as a substitute for independent professional judgement, due diligence, or expert consultation. (d) Your Responsibility: You are solely responsible for reviewing, verifying, and validating all AI Outputs before relying on, acting upon, or incorporating them into any business decision, communication, or document. Any reliance on AI Outputs is entirely at your own risk. (e) Third-Party AI Providers: To deliver AI Features, we may transmit portions of your Subscriber Data (including contact information, deal details, notes, communications, and documents you input into the Services) to third-party AI service providers for processing. These providers are bound by contractual obligations regarding data security and confidentiality. By using AI Features, you consent to the transmission of relevant Subscriber Data to these providers for the purpose of generating AI Outputs. Further details regarding AI data processing are set out in our Privacy Policy. (f) AI Provider Terms: Third-party AI service providers operate under their own terms and conditions. We are not responsible for the performance, availability, or conduct of any third-party AI provider. (g) Limitation of Liability for AI Outputs: Without limiting Section 7 (Limitation of Liability), we shall not be liable for any loss, damage, claim, or expense arising from or related to your use of or reliance on AI Outputs, including but not limited to decisions made, actions taken, or communications sent based on AI Outputs. (h) Opting Out: Where the Services provide the ability to disable or limit AI Features, you may do so through your account settings. Certain core AI Features may not be individually disableable without affecting other functionality of the Services. (i) Email Archive and Embedding Index: Where you enable the Email Archive add-on (a prerequisite for AI Starter and AI Pro plans), you authorise us to: (i) persist a copy of email bodies and attachments associated with your contacts on our infrastructure for retention, retrieval, and AI search; (ii) transmit those email bodies (and the metadata of those messages) to a third-party embedding provider (currently OpenAI) for the sole purpose of generating numerical search-index representations ("embeddings"); and (iii) store the resulting embeddings on our infrastructure to power AI search and reply-drafting features. The third-party embedding provider's API terms commit to not training their models on the data we send via the API; however, we are not the provider and do not warrant their compliance. You may disable Email Archive at any time (subject to Section 4.5(g)), at which point all archived bodies, attachments, and embeddings for your account will be deleted within a reasonable period.
(j) AI Assistant Conversation History: The AI Assistant feature persists your chat history (including the questions you submit and the AI Outputs returned) on our infrastructure on a per-user basis so that you may resume prior conversations across sessions and devices. You acknowledge and agree that: (i) conversation history is scoped to the individual user account that created it and is not shared with other users in your subscription; (ii) we automatically delete conversations and their messages ninety (90) days after the last activity in that conversation, and we do not guarantee retention beyond this period; (iii) you may delete any individual conversation at any time through the AI Assistant interface, at which point its messages will be removed from active storage; (iv) conversation contents may include excerpts of your CRM data that were used to compose AI Outputs and are subject to the same Subscriber Data handling and Third-Party AI Provider provisions set out elsewhere in this Section 1.6; and (v) we may, in accordance with Section 1.9 (Administrative Access), access stored conversations for legitimate operational purposes. If you require longer retention, exportable transcripts, or do not wish your conversations to be persisted, you must export or delete them yourself before the retention period elapses; we are under no obligation to provide such functionality beyond what is exposed in the Services.
1.7 Self-Service Model and Support: (a) The Services are provided on a self-service basis. You are solely responsible for configuring, setting up, and managing the Services for your business needs, including onboarding users, importing data, configuring integrations, and learning how to use the platform's features. (b) No Included Support: Your Subscription Fees do not include any setup assistance, training, onboarding, configuration, migration, customisation, or technical support services. We are under no obligation to provide any support or assistance in connection with your use of the Services. (c) Discretionary Support: We may, at our sole and absolute discretion, choose to respond to support enquiries, provide guidance, or offer assistance from time to time. Any such assistance is provided on a goodwill basis only and does not create any obligation, entitlement, or expectation of ongoing or future support. (d) Paid Support: Any request for support, assistance, training, configuration, migration, troubleshooting, or other services beyond self-service use of the platform may, at our sole discretion, be charged at our then-current hourly or project-based rates. We will advise you of applicable charges before commencing any paid support work, and you agree to pay such charges in accordance with Section 4 of these Terms. (e) Documentation: We may make self-service documentation, knowledge base articles, guides, or tutorials available to assist you in using the Services. Such documentation is provided for convenience only and may not be comprehensive or current. We are not obligated to maintain, update, or provide any documentation.
1.8 Third-Party Integrations: (a) The Services may offer integrations with third-party platforms and services, including but not limited to electronic signature providers (e.g. DocuSign, Zoho Sign, PandaDoc), calendar services (e.g. Google Calendar), telephony and communication providers (e.g. Twilio), email services, social media platforms, and document management systems (collectively, "Third-Party Integrations"). (b) Your Own Accounts Required: Third-Party Integrations require you to maintain your own active accounts, subscriptions, and licences with the applicable third-party providers, at your own cost. We do not provide, include, or subsidise access to any third-party service as part of your Subscription Fees. (c) Platform-Level Configuration: Certain Third-Party Integrations may require platform-level credentials or application registrations (such as OAuth client IDs, integration keys, or API keys) to be configured by us before you can connect your account. Where we configure such platform-level credentials, we do so solely to facilitate the integration and do not thereby become a party to, or assume any responsibility for, your relationship with the third-party provider. (d) Connection and Authorisation: When you connect a Third-Party Integration, you may be redirected to the third-party provider's website to sign in and grant consent. By authorising the connection, you consent to the transmission of relevant Subscriber Data (including but not limited to contact information, documents, and transaction details) between the Services and the third-party provider as necessary to operate the integration. (e) Third-Party Terms: Your use of each Third-Party Integration is subject to the third-party provider's own terms of service, privacy policies, acceptable use policies, and any applicable usage limits or fees. You are solely responsible for reviewing and complying with those terms. We are not a party to any agreement between you and any third-party provider. (f) No Warranty: We do not warrant, represent, or guarantee that any Third-Party Integration will be available, uninterrupted, error-free, compatible with your third-party account, or fit for any particular purpose. Third-party providers may change, deprecate, rate-limit, suspend, or discontinue their APIs, services, or pricing at any time without notice to us. (g) Credential Storage: Where you provide credentials, tokens, or API keys to enable a Third-Party Integration, we will store such credentials using commercially reasonable security measures. You are solely responsible for the security of your third-party account credentials prior to providing them to us, and for revoking access through the third-party provider if you no longer wish the integration to operate. (h) Limitation of Liability for Third-Party Integrations: Without limiting Section 7 (Limitation of Liability), we shall not be liable for any loss, damage, claim, or expense arising from or related to: (i) the unavailability, malfunction, or discontinuation of any third-party service; (ii) changes to a third-party provider's APIs, terms, pricing, or policies; (iii) any action taken or not taken by a third-party provider in relation to your account or data; (iv) data loss, corruption, or unauthorised access occurring within or caused by a third-party service; or (v) your failure to maintain an active and properly configured account with the third-party provider. (i) Removal or Modification: We may add, modify, or remove support for any Third-Party Integration at any time at our sole discretion, with or without notice. We shall not be liable for any impact on your workflows or business operations resulting from such changes.
1.9 Administrative Access and Account Impersonation: (a) You acknowledge and agree that our authorised personnel (including platform administrators, support staff, and technical operations personnel) may, at our sole discretion, access and operate your account or any user account within your subscription by logging in as, impersonating, or assuming the identity of that user within the Services ("Administrative Access"). (b) Purposes: Administrative Access may be exercised for any legitimate operational purpose, including but not limited to: (i) investigating, diagnosing, and resolving technical issues, bugs, or errors; (ii) providing support or assistance (whether requested by you or initiated by us); (iii) verifying compliance with these Terms; (iv) investigating suspected breaches of these Terms, security incidents, or unauthorised activity; (v) performing system maintenance, data migrations, updates, or configuration changes; (vi) responding to legal, regulatory, or law enforcement requests; (vii) auditing account activity or data integrity; and (viii) any other purpose we reasonably consider necessary for the proper administration, security, or operation of the Services. (c) No Prior Notice Required: We are not obligated to notify you before, during, or after exercising Administrative Access, unless required by applicable law. We may, at our discretion, maintain internal logs of Administrative Access activities, but we are under no obligation to make such logs available to you. (d) Consent: By using the Services, you expressly consent to Administrative Access as described in this Section 1.9 and acknowledge that such access is a necessary and integral part of the operation and administration of the Services. You shall ensure that all users within your subscription are made aware of and consent to this provision. (e) Limitation of Liability: Without limiting Section 7 (Limitation of Liability), we shall not be liable for any loss, damage, claim, or expense arising from or related to the exercise of Administrative Access, including but not limited to any actions taken, data viewed, or changes made to your account during the course of Administrative Access, except to the extent caused by our fraud or wilful misconduct.
2. Subscriber Warranties and Representations
2.1 You represent and warrant that: (a) You are at least 18 years of age and have the legal capacity to enter into these Terms; (b) If you are acting on behalf of a company or other entity, you have full authority to bind that entity to these Terms; (c) All information you provide to us in connection with your account is accurate, complete, and not misleading; (d) You will keep your account information current and promptly update it if any information changes; (e) You will comply with all applicable laws, regulations, and codes of conduct in your use of the Services, including but not limited to data protection, anti-spam, and export control laws; (f) You have obtained all necessary consents from individuals whose personal data you input into the Services; and (g) Your Subscriber Data does not and will not infringe or violate the rights of any third party, including intellectual property rights and privacy rights.
3. Intellectual Property Rights
3.1 Ownership: Legasea CRM retains all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the underlying software, algorithms, interfaces, databases, APIs, and any documentation. Nothing in these Terms transfers or assigns any ownership of or to the Services to you.
3.2 Improvements and Feedback: We exclusively own all rights, title, and interest in any improvements, enhancements, modifications, or derivative works of the Services, regardless of whether they were created, developed, or suggested by you. If you provide any feedback, suggestions, or feature requests, you hereby irrevocably assign to us all rights in such feedback, and we may use it without any obligation, restriction, or compensation to you.
3.3 Subscriber Data: You retain all rights to the data, information, and material you input into the Services ("Subscriber Data"). You grant us a worldwide, royalty-free, non-exclusive license to host, copy, transmit, and display Subscriber Data as necessary for us to provide the Services to you. We may also use aggregated, anonymised data derived from Subscriber Data for the purpose of improving the Services, provided such data cannot reasonably be used to identify you or any individual.
3.4 Data Integrity and Backup: You are solely responsible for maintaining independent backup copies of your Subscriber Data. While we use commercially reasonable measures to protect data integrity, we shall not be liable for any loss, corruption, or deletion of Subscriber Data, howsoever caused.
3.5 Third-Party Content: The Services may include or link to content provided by third parties. We do not control, endorse, or assume any responsibility for third-party content. Your use of or reliance on third-party content is entirely at your own risk.
3.6 Custom Development Work: Any request for functionality, features, integrations, modifications, or other development work that falls outside the scope of the standard Services as provided under your subscription plan ("Custom Development Work") is not included in your Subscription Fees and will be quoted and charged separately at our then-current rates. You agree to pay for all Custom Development Work upon completion or in accordance with any milestone or payment schedule agreed in writing. All Custom Development Work, including the underlying ideas, concepts, designs, code, documentation, and all associated Intellectual Property Rights, shall vest in and become the sole and exclusive property of Legasea CRM immediately upon creation. You hereby irrevocably assign to us all right, title, and interest in any Custom Development Work. We may, at our sole discretion, make any Custom Development Work available to other subscribers of the Services, incorporate it into the standard Services, or otherwise commercialise, license, or distribute it without any obligation, accounting, or compensation to you.
4. Payment, Fees, and Penalties
4.1 Subscription Fees: You agree to pay all fees specified in your subscription plan ("Subscription Fees"). All fees are quoted exclusive of applicable taxes unless stated otherwise. All fees are non-refundable except as expressly provided in these Terms.
4.2 Taxes: You are responsible for all applicable taxes, duties, levies, and government charges arising from your use of the Services. If we are required to collect or remit taxes on your behalf, such amounts will be invoiced to you in addition to the Subscription Fees.
4.3 Price Changes: We reserve the right to change Subscription Fees at any time upon not less than thirty (30) days' written notice to you. Without limiting this right, Subscription Fees may be reviewed and increased at the start of each annual renewal period or billing anniversary to reflect changes in operating costs, inflation, and the ongoing development of the Services. If you do not accept the revised fees, you may cancel your subscription before the new fees take effect. Continued use of the Services after the effective date of a price change constitutes acceptance of the new fees.
4.4 Late Payments and Penalties: If you fail to pay any Subscription Fees by the due date: (a) We may immediately suspend or terminate your access to the Services without notice. (b) Outstanding balances will accrue interest at a rate of 2.0% per month (24% per annum), or the maximum rate permitted by law, whichever is lower, from the due date until paid in full. (c) Cost of Recovery: You agree to fully indemnify and hold us harmless for all costs and expenses incurred in connection with the collection of overdue amounts. This includes, but is not limited to, collection agency fees, administrative costs, and legal fees on a full indemnity basis.
4.5 AI Add-on Plans (Starter / Pro): In addition to the base platform subscription, we offer optional AI add-on plans that provide access to premium generative AI features (such as Anthropic Claude-based drafting, summarisation, and analysis). These plans are billed as separate monthly subscriptions in United States Dollars (USD), regardless of the currency of your base plan.
(a) AI Starter: A fixed monthly fee that includes a capped amount of platform AI cost (currently USD $29.50 of our upstream AI vendor cost per billing month, subject to Section 4.3). When your AI usage within a billing month equals or exceeds this included cap, your account will, at your election:
- (i) be automatically upgraded to the AI Pro plan for the remainder of the billing month (and thereafter, until you change plans or cancel); or
- (ii) have further AI requests blocked until the next billing month. You acknowledge that where you have selected automatic upgrade, Stripe will generate a prorated charge for the AI Pro plan and the higher monthly fee will apply on subsequent billing cycles until you manually downgrade or cancel.
(b) AI Pro: A higher fixed monthly fee that includes a larger capped amount of platform AI cost (currently USD $64.50 of our upstream AI vendor cost per billing month, subject to Section 4.3). When your AI usage within a billing month equals or exceeds this included cap, your account will, at your election:
- (i) have further AI requests served and the overage billed on the following month's invoice at a markup of 1.5× our actual upstream cost; or
- (ii) have further AI requests blocked until the next billing month.
(c) Measurement of AI Usage: All AI caps and overage charges are calculated on the basis of actual tokens consumed by the underlying AI model (input and output), multiplied by our then-current per-token cost. The conversion from tokens to a dollar figure is made at the per-token rate we pay our upstream AI vendor (currently Anthropic), which we may adjust from time to time to reflect vendor price changes. The in-app AI settings page displays current per-token rates and your month-to-date spend.
(d) Included Cost, Not Included Requests: The number of AI requests you can make per month is not fixed; it depends on the size of each request. A short prompt consumes fewer tokens and therefore less of your included cost than a long prompt.
(e) Overage Billing: Overage charges under Section 4.5(b)(i) are invoiced in arrears and will appear on the next monthly invoice for the AI Pro subscription. Overage amounts are final once invoiced and are subject to the same payment and penalty provisions as Subscription Fees under this Section 4.
(f) Plan Changes and Cancellation: You may change or cancel your AI add-on plan at any time from the in-app subscription page. Cancellation takes effect at the end of the then-current billing period. Any accrued overage for the period prior to cancellation remains payable. Downgrades from AI Pro to AI Starter are supported only at the end of a billing cycle.
(g) Email Archive Dependency: Access to certain premium AI features depends on the Email Archive add-on. Where your AI plan requires Email Archive, enabling or maintaining AI Premium features may automatically enable, and prevent cancellation of, the Email Archive add-on. See the in-app subscription page for current dependency and pricing.
(h) Currency: AI add-on plans are priced and billed in USD. Your base platform subscription may be in a different currency (such as AUD). Currency conversion fees (if any) charged by your card issuer are your responsibility.
4.6 Fair Use and Abuse Protection: We apply per-user rate limits and anti-abuse protections to AI and other features. Where we reasonably believe a user account is being used to circumvent per-user pricing, share credentials, or otherwise abuse the AI add-on plans, we may suspend AI access, recalculate charges at our standard rates, and invoice the difference under Section 4.4.
5. Confidentiality
5.1 Confidential Information: Each party acknowledges that it may receive information that is proprietary or confidential to the other party ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, know-how, business plans, customer lists, pricing, technical data, product plans, and any information designated as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure.
5.2 Obligations: The receiving party shall: (a) Hold the disclosing party's Confidential Information in strict confidence; (b) Not disclose Confidential Information to any third party without the prior written consent of the disclosing party; (c) Use Confidential Information only for the purpose of exercising its rights or performing its obligations under these Terms; and (d) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
5.3 Exceptions: Confidentiality obligations do not apply to information that: (a) Is or becomes publicly available through no fault of the receiving party; (b) Was known to the receiving party before disclosure, without restriction; (c) Is independently developed by the receiving party without reference to Confidential Information; or (d) Is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party to the extent legally permitted.
5.4 Our Confidential Information: For the avoidance of doubt, the Services (including all software, systems, algorithms, pricing, and documentation) constitute our Confidential Information.
6. Data Protection and Privacy
6.1 Privacy Policy: Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy.
6.2 Data Processing: To the extent that you input personal data of third parties into the Services, you acknowledge that you are the data controller and we are the data processor in respect of that data. You are solely responsible for ensuring that you have a lawful basis for processing such personal data and that all necessary consents have been obtained.
6.3 Security: We will implement and maintain appropriate technical and organisational security measures to protect Subscriber Data against unauthorised access, alteration, disclosure, or destruction. However, no method of electronic storage or transmission is completely secure, and we cannot guarantee absolute security.
6.4 Data Breach Notification: In the event we become aware of a security breach that affects your Subscriber Data, we will notify you without undue delay and provide such information as is reasonably necessary for you to meet any obligations to report or inform affected individuals or regulators.
7. Limitation of Liability
7.1 No Consequential Loss: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LEGASEA CRM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Liability Cap: OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE STRICTLY LIMITED TO THE TOTAL MINIMUM PLATFORM FEES ACTUALLY PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.3 Exclusions from Cap: Nothing in Sections 7.1 or 7.2 shall limit your liability for: (a) breach of Section 1.2 (Restrictions) or Section 1.3 (User Accounts and Sharing); (b) your indemnification obligations under these Terms; (c) your payment obligations under Section 4; or (d) fraud, wilful misconduct, or gross negligence.
7.4 Acknowledgement: You acknowledge that the Subscription Fees reflect the allocation of risk set out in this Section 7 and that we would not enter into these Terms without the limitations set out herein.
8. Time Limit on Claims
8.1 Strict Notification Period: You agree that any claim, dispute, or cause of action arising out of or related to your use of the Services or these Terms must be notified to us in writing within thirty (30) days of the event or occurrence giving rise to the claim.
8.2 Waiver: FAILURE TO PROVIDE WRITTEN NOTICE OF A CLAIM WITHIN THIS 30-DAY PERIOD SHALL CONSTITUTE AN ABSOLUTE WAIVER AND RELEASE OF SUCH CLAIM, AND YOU SHALL BE PERMANENTLY BARRED FROM BRINGING ANY LEGAL ACTION OR PROCEEDING REGARDING SUCH CLAIM.
9. Warranties and Indemnities
9.1 "As Is" Provision: The Services are provided on an "AS IS" and "AS AVAILABLE" basis. We disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.
9.2 No Reliance: You acknowledge that you have not relied on any representation, warranty, or statement made by us or on our behalf that is not expressly set out in these Terms.
9.3 Indemnification by You: You agree to indemnify, defend, and hold harmless Legasea CRM, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, and expenses (including legal fees on a full indemnity basis) arising out of or in any way connected with: (a) Your access to or use of the Services; (b) Your violation of these Terms; (c) Your Subscriber Data infringing the rights of any third party; (d) Your breach of any Subscriber warranty or representation under Section 2; (e) Any claim by a third party arising from your use of the Services; or (f) Your violation of any applicable law or regulation.
10. Term, Suspension, and Termination
10.1 Term: These Terms commence on the date you first accept them and continue until all subscriptions granted in accordance with these Terms have expired or been terminated.
10.2 Suspension: Without limiting our other rights, we may immediately suspend your access to the Services, in whole or in part, without notice if: (a) You fail to pay any Subscription Fees when due; (b) We reasonably believe you are in breach of these Terms; (c) Your use of the Services poses a security risk to us or any third party; (d) Your use of the Services may subject us to liability; or (e) We are required to do so by law, regulation, or court order. Suspension does not relieve you of your obligation to pay Subscription Fees during the period of suspension.
10.3 Termination for Cause: We may terminate your account and access to the Services immediately and without notice if you breach any provision of these Terms, including failure to pay fees.
10.4 Termination Without Cause: Notwithstanding any other provision of these Terms, we reserve the right to discontinue, withdraw, or cease providing the Services, in whole or in part, at any time and at our sole discretion, with or without reason. We will use reasonable efforts to provide you with thirty (30) days' prior written notice of any such discontinuation, however we are under no obligation to do so. In the event of termination under this Section 10.4, you shall not be entitled to any compensation, damages, or refund beyond a pro-rata refund of any prepaid Subscription Fees attributable to the unused portion of the then-current billing period.
10.5 Effect of Termination: Upon termination: (a) Your right to access and use the Services will immediately cease. (b) You remain liable for all fees incurred up to the date of termination, including any applicable recovery costs and penalties. (c) You will have a period of fifteen (15) days from the date of termination to export your Subscriber Data. After this period, we may permanently delete all Subscriber Data and we shall have no obligation to retain or provide access to it. (d) Any provision of these Terms that by its nature should survive termination shall survive, including Sections 3 (Intellectual Property), 4.4 (Late Payments), 5 (Confidentiality), 7 (Limitation of Liability), 8 (Time Limit on Claims), 9 (Warranties and Indemnities), 11 (Dispute Resolution), and 12 (General Provisions). (e) Termination under Section 10.4 (Termination Without Cause) does not affect any accrued rights or liabilities of either party, nor any obligation to pay for Custom Development Work completed prior to the date of termination.
11. Dispute Resolution
11.1 Negotiation: Before commencing any formal dispute resolution proceedings, the parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. The aggrieved party shall provide written notice of the dispute to the other party, and the parties shall use reasonable efforts to resolve the dispute within thirty (30) days of such notice.
11.2 Mediation: If the dispute is not resolved through negotiation within the period specified in Section 11.1, the parties agree to submit the dispute to mediation before a mutually agreed mediator. The costs of mediation shall be shared equally between the parties.
11.3 Litigation: If the dispute is not resolved through mediation within sixty (60) days of the mediator's appointment, either party may commence legal proceedings. Nothing in this Section 11 prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction at any time.
12. General Provisions
12.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts. Notwithstanding the foregoing, we may, at our sole and absolute discretion, elect to commence or pursue legal proceedings against you in the courts of any jurisdiction in which you are resident, domiciled, incorporated, or carrying on business ("Subscriber Jurisdiction"). If we so elect, you irrevocably submit to the jurisdiction of the courts of that Subscriber Jurisdiction and waive any objection to venue or forum non conveniens in respect of those proceedings. For the avoidance of doubt, this right is exercisable by us alone; you may not invoke this clause to commence proceedings against us in any jurisdiction other than Queensland. Any use of the Services in a jurisdiction that does not give effect to these Terms is unauthorised.
12.2 Assignment: We may assign, transfer, novate, or otherwise dispose of our rights and obligations under these Terms, in whole or in part, to any person or entity at our sole discretion and without your consent or prior notice to you. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent, and any attempted assignment without such consent shall be null and void.
12.3 Modifications: We reserve the right to modify these Terms at any time. We will provide you with not less than fourteen (14) days' written notice of any material changes. Your continued use of the Services after the effective date of such modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must cease using the Services and cancel your subscription before the changes take effect.
12.4 Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, epidemic, government action, power failure, internet or telecommunications failure, or cyber-attack. For the avoidance of doubt, your obligation to pay fees is not excused by a force majeure event.
12.5 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
12.6 No Waiver: No failure or delay by us in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A single or partial exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power, or remedy.
12.7 Notices: All notices, requests, and other communications under these Terms must be in writing and shall be deemed delivered: (a) when sent by email to the email address associated with your account (for notices to you) or to the email address specified on our website (for notices to us); or (b) when delivered by registered post or recognised overnight courier to the applicable party's last known address. We may also provide notice by posting on the Services.
12.8 Relationship of the Parties: Nothing in these Terms shall create, or be deemed to create, a partnership, joint venture, agency, or employment relationship between you and Legasea CRM. You shall not represent yourself as an employee, agent, or authorised representative of Legasea CRM.
12.9 Third-Party Rights: These Terms do not confer any rights on any person or entity other than the parties to these Terms and their respective successors and permitted assigns.
12.10 Entire Agreement: These Terms, together with our Privacy Policy and any applicable subscription order or plan details, constitute the entire agreement between you and Legasea CRM regarding the use of the Services and supersede any prior or contemporaneous agreements, representations, or understandings, whether written or oral.
By proceeding with your registration and subscription, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.