Welcome

As part of the Service, Comprara will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage where applicable. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Comprara website incorporated by reference herein, including but not limited to Comprara’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security

Comprara’s privacy policy may be viewed at http://www.comprara.com.au/PrivacyPolicy.aspx
Comprara reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Comprara occasionally may need to notify all users of the Service important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Comprara can disclose the fact that you are a paying customer and the modules of the Service that you are using.

2. Licence Grant & Restrictions

Comprara hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Comprara and its licensors. You may not access the Service if you are a direct competitor of Comprara, except with Comprara’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, testing or competitive purposes without the express written permission from Comprara.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Comprara immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Comprara immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Comprara user or provide false identity information to gain access to or use the Service.

4. Account Information and Data

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

5. Intellectual Property Ownership

Comprara alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Comprara Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Comprara Technology or the Intellectual Property Rights owned by Comprara. The Comprara name, the Comprara logo, and the product names associated with the Service are trademarks of Comprara or third parties, and no right or licence is granted to use them.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Comprara and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Comprara does not endorse any sites on the Internet that are linked through the Service. Comprara provides these links to you only as a matter of convenience, and in no event shall Comprara or its licensors be responsible for any content, products, or other materials on or available from such sites. Comprara provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different licence or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licences requested times the User licence fee currently in effect. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are non-cancellable and all amounts paid are non-refundable. You are responsible for paying for all User licences ordered for the entire Licence Term, whether or not such User licences are actively used. You must provide Comprara with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorised Licence Administrator may add licences by executing an additional written Order Form.. Added licences will be subject to the following: (i) added licences will be coterminous with the pre-existing Licence Term (either Initial Term or renewal term); (ii) the licence fee for the added licences will be the then current, generally applicable licence fee; and (iii) licences added in the middle of a billing month will be charged in full for that billing month. Comprara reserves the right to modify its fees and charges and to introduce new charges at any time. All pricing terms are confidential, and you agree not to disclose them to any third party.

8. Excess Data Storage Fees

If the amount of disk storage required exceeds the disk storage space allocated to your licence, you will be charged the then-current storage fees. Comprara will use reasonable efforts to notify you when the average storage used per licence reaches approximately 90% of the maximum; however, any failure by Comprara to so notify you shall not affect your responsibility for such additional storage charges. Comprara reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

9. Billing and Renewal

Comprara charges and collects in advance for use of the Service. Comprara will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licences, (b) every quarter for quarterly licences, (c) each year on the subsequent anniversary for annual licences, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licences times the licence fee in effect during the prior term which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Comprara’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to provide Comprara with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact and Licence Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Comprara reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless Comprara in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in Australia will be billed in Australian dollars and subject to Australian payment terms and pricing schemes ("Australian  Customers"); (ii) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); and (iii) all other entities will be billed in U.S. dollars, Euros or AUD currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Comprara ("Non-Australian / U.S.Customers"). If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10. Non-Payment and Suspension

In addition to any other rights granted to Comprara herein, Comprara reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licences during any period of suspension. If you or Comprara initiates termination of this Agreement, you will be obligated to pay the balance due on your account calculated in accordance with the Charges and Payment of Fees section above. You agree that Comprara may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Comprara reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Comprara has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

11. Termination upon Expiration/Reduction in Number of Licences

This Agreement commences on the Effective Date. The Initial Term will be as you elect during the subscription process or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Comprara’s then current fees. Either party may terminate this Agreement or reduce the number of licences, effective only upon the expiration of the then current Licence Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Comprara will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Comprara has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

12. Termination for Cause

Any breach of your payment obligations or unauthorised use of the Comprara Technology or Service will be deemed a material breach of this Agreement. Comprara, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Comprara may terminate a free account at any time in its sole discretion. You agree and acknowledge that Comprara has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Comprara represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Comprara help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14. Mutual Indemnification

You shall indemnify and hold Comprara, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Comprara (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Comprara of all liability and such settlement does not affect Comprara’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Comprara shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, an Australian patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Comprara of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Comprara; provided that you (a) promptly give written notice of the claim to Comprara; (b) give Comprara sole control of the defence and settlement of the claim (provided that Comprara may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Comprara all available information and assistance; and (d) have not compromised or settled such claim. Comprara shall have no indemnification obligation, and you shall indemnify Comprara pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(es).

15. Disclaimer of Warranties

COMPRARA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPRARA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPRARA AND ITS LICENSORS.

16. Internet Delays

COMPRARA’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPRARA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to Australian export controls administered by the Australian Department of Commerce, the Australian Department of Foreign Affairs, and other Australian agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which Australia maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the Australian Department of Foreign Affairs or the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all Australian export laws and assume sole responsibility for obtaining licences to export or re- export as may be required. This site may use encryption technology that is subject to licensing Australian Law. Comprara and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside Australia, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Australian law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorised by the Australian government.

20. Notice

Comprara may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Comprara’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Comprara’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Comprara (such notice shall be deemed given when received by Comprara) at any time by any of the following: letter delivered by nationally recognised overnight delivery service or express postage prepaid mail to Comprara at the Head Office address listed on the Comprara website, addressed to the attention of: Chief Financial Officer.

21. Modification to Terms

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

22. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Comprara but may be assigned without your consent by Comprara to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Comprara directly or indirectly owning or controlling 50% or more of you shall entitle Comprara to terminate this Agreement for cause immediately upon written notice.

23. General

With respect to Australian Customers, this Agreement shall be governed by Victorian Laws and controlling Australian Federal Law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Melbourne, Victoria. With respect to Non-Australian Customers, this Agreement shall be governed by the laws of Switzerland, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Switzerland. Unless otherwise provided by Comprara in its discretion. No text or information set forth on any other purchase order, pre-printed form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Comprara as a result of this agreement or use of the Service. The failure of Comprara to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Comprara in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Comprara and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

24. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order, and any materials available on the Comprara website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Comprara from time to time at its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted or the date you begin using the Service; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "Licence Administrator(s)" means those Users designated by you who are authorised to purchase licences or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "Licence Term(s)" means the period(s) during which a specified number of Users are licenced to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted , specifying, among other things, the number of licences and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Comprara " means collectively Comprara, Procure Sourcing Pty Ltd, "Procure Sourcing" means all of Comprara’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Comprara in providing the Service; "Service(s)" means the specific edition of Comprara’s online procurement application, Source management application, eAuction management application, Performance management application, Supplier management application, Knowledge management application, Contract management application, Spend management application, Project management application, help desk, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Comprara, accessible via http://Comprara.com.au or another designated web site or IP address, or ancillary online or offline products and services provided to you by Comprara, to which you are being granted access under this Agreement. Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by Comprara at your request).

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@procuresourcing.com