Programa Terms of Service

Information about the Programa Terms of Service

Welcome to Programa!

By signing up for a Programa Account or by using any Programa Services, you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us”, “our” and “Programa” means the applicable Programa Contracting Party, and “you” means the Programa User (if registering for or using a Programa Service as an individual), or the business or organisation employing the Programa User (if registering for or using a Programa Service as a business) and any of its affiliates. These Terms of Service constitute a legally binding agreement made between you and Programa. And this agreement concerns your access to and use of the https://programa.com/ or https://programa.design/ websites as well as any other application, product(s), media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). It also includes Programa’s Acceptable Use Policy (“AUP”), the Programa Privacy Policy, and the Programa Data Processing Addendum (“DPA”) before you may sign up for a Programa Account or use any Programa Services.

Please read the full Terms of Service carefully, including any document referred within, for the complete picture of your legal requirements. By using the Site or any of our services, you are agreeing to these terms. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service from time to time. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted. We may notify you by email should the changes be deemed material to your continued use of our services.

Programa Platform Services
Programa is a modern platform and project management tool for the Architecture and Design Industry. The platform provides leading-edge features and services to enhance and meet the real-world needs of interior designers, architects, brands, suppliers, clients and other related professionals. The platform enables users to plan, unify and execute their core design-related activities and projects from start to finish. Among other features, the Programa Platform includes a range of online tools for designers including: specification and scheduling tools; management and project tools; creative and presentation tools; and invoicing and payment tools. Brands and suppliers also have a range of online tools to manage their: products; payments and procurement processes; business operations; marketing and advertising; and engaging with existing and potential customers. Any such service or services offered by Programa are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time on our website. Be sure to occasionally check for updates.

Everyday Language Summaries
We have provided some everyday language summaries within the Terms of Service. These summaries are provided for your convenience only and are marked specifically within. Please note these summaries are not legally binding.

1. Account Terms

Everyday Language Summary: You are responsible for your Programa Account, including the Materials you upload to the Programa Service. If you violate Programa’s Terms of Service we may cancel your service access. If we need to reach you, we will communicate via the Primary Email Address associated with your Programa Account.

To access and use the Services, you must register for a Programa account (“Account”). To complete your Account registration, you must provide us with your legal name, business address, phone number, a valid email address, and any other information indicated as required. Programa may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

You confirm that you are receiving any Services provided by Programa for the purposes of:

1. Carrying on a business or commercial activity; or
2. Carrying on personal, non-commercial activity.

You acknowledge that Programa will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Programa and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Programa can only be authenticated if they come from your Primary Email Address. You are responsible for keeping your password secure. Programa cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion. Technical support in respect of the Services is only provided to Programa Users. Questions about the Terms of Service should be sent to support@programa.com.au

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Programa. You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders or payments outside of Programa’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services. You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means. You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Programa or its affiliates.

2. Account Activation

Everyday Language Summary: Only one person can be the “Account Owner”. This is usually the person signing up for the Programa Service. The Account Owner is responsible for the Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Account Owner and is responsible for your Account.

2.1 Account Owner
The person signing up for the Service by opening an Account will be the contracting party (“Account Owner”) for the purposes of our Terms of Service. They will be the person who is authorised to use any corresponding Account we may provide to the Account Owner in connection with the Service. You are responsible for ensuring that the name of the Account Owner - including the legal name of the company that owns the Programa Account if applicable - is correct. If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service. Your Programa Account can only be associated with one Account Owner. An Account Owner may have multiple Programa Accounts. “Programa Account” means the online account associated with the Account. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

2.2 Associated User Profiles
Based on the Programa product and pricing plan related to your use of the Services, you can create one or more associated user accounts (“Associated User Profiles”) allowing other people to access the Account. Each Associated User Profile must include a full legal name and a valid email account. With Associated User Profiles, the Account Owner can set permissions and let other people work in their Account while determining the level of access by Associated User Profiles to specific business information. The Account Owner and the users under Associated User Profiles are each referred to as a “Programa User”.

The Account Owner is responsible for: (a) ensuring its employees, agents and subcontractors, including via Associated User Profiles, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Account Owner’s employees, agents or subcontractors. The Account Owner acknowledges and agrees that the Account Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicences or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Account Owner.

2.3 Programa Payment Service Account
Everyday Language Summary: Should you choose to activate and use in app Programa Payment Services like in app invoicing and procurement features, Programa will enable this service through third party payment gateway services. You will need to follow and successfully meet their onboarding and usage requirements. You are responsible for activating and deactivating these accounts and complying with their terms, which may be with various third parties.

By using Programa In App Payment Services, you agree to be bound by the terms within the Programa In App Payment Services. As part of the signup and onboarding process, Programa may help facilitate the creation of a payment service account on your behalf with a third party payment gateway service. You acknowledge that if you use the Services available, the third party payment gateway provider will be your default payment gateway(s) for your Account and that it is your sole responsibility as the Account Owner to activate and maintain the account. If you do not wish to keep the payment account active, it is your responsibility to deactivate them. By using these services, you agree that application or transaction fees may be applied and collected from your Account. These terms and the availability of these Services may be amended by Programa from time to time.

3. Programa Rights

Everyday Language Summary: Programa has the right to control who we make our Services available to and we can modify them at any time. We also have the right to refuse or remove Materials from any part of the Services, including your Programa Account. We may offer our services to your competitors, but we will never share your confidential information with them. In the event of an ownership dispute over a Programa Account, we can freeze a Programa Account or transfer it to the rightful owner, as determined by us.

The Services have a range of features and functionalities. Not all Services or features will be available to all Programa Users at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

Programa does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Programa employee, member, or officer will result in immediate Account termination.

We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Programa employees and contractors may also be Programa customers and that they may compete with you, although they may not use your Confidential Information in doing so.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business licence, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity. Programa reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Programa reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

3.1 Site Management
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Service; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site. There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

4. Your Responsibilities

Everyday Language Summary: You are responsible for your Programa Account, the goods or services you sell, and your relationship with your customers - not us.

4.1 Acknowledgement
You acknowledge and agree that any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Programa Account, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorising the charge to the customer in respect of the customer’s purchase, refunds, application fees, fines or penalties, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service.

You represent and warrant that your Programa Account, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Programa will not be the seller or merchant or record and will have no responsibility for your Programa Account or items sold to customers through the Services. You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations. Brand Account Owners and/or Supplier Account Owners acknowledge and agree to provide public-facing contact and business information on your Programa Account.

You may not use the Programa Services for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Australia and the state of Victoria. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any licence or permit that may be necessary to operate your Account or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

Certain partners may gain access to the Programa API to use Programa Services. Use of the Programa API is strictly governed and limited to only authorised partners. Access to certain APIs or SDKs may require a separate written agreement between you and Programa. You must agree to these terms and conditions. This agreement will stipulate terms with respect to your connection and developing, implementing and distributing your application that interoperates or integrates with the Programa Service. When using the API, you will (and will ensure that your employees, agents and service providers) comply with these Terms of Service or any other applicable agreement terms. You are solely responsible for the activity that occurs using your API Credentials and for keeping your API Credentials secure.

If eligible and approved, you agree to use Programa In App Payments Services for any sales transacted through your Programa Account. “Programa Payments” means Programa’s procurement, invoicing and payments experience that allows Customers to order and pay for your goods and services via paying for and settling transactions and payouts facilitated through the designated third party payment processor.

4.2 Prohibited Activities
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein;
4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site;
5. Use any information obtained from the Site in order to harass, abuse, or harm another person;
6. Make improper use of our support services or submit false reports;
7. Use the Site in a manner inconsistent with any applicable laws or regulations.
8. Engage in unauthorised framing of or linking to the Site;
9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site;
10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
11. Delete the copyright or other proprietary rights notice from any Content;
12. Attempt to impersonate another user or person or use the username of another user;
13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
14. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site;
15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you;
16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site;
17. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
18. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site;
19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorised script or other software;
20. Use a buying agent or purchasing agent to make purchases on the Site;
21. Make any unauthorised use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences;
22. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise;
23. Share your Programa app login with other users; or
24. Sell or otherwise transfer your profile.

5. Payment of Fees and Taxes

Everyday Language Summary: A valid payment method (such as a credit card or bank account with debit access) must remain on file to pay all service fees, including the subscription, transaction and additional fees required for your Account. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method or applied and collected during the facilitation of payments via Programa Payment Services. If we are unable to process payment of Fees using your chosen payment method, we may make subsequent attempts to process payment of Fees using your payment method. If payment of Fees is unsuccessful within 28 days of our initial attempt to process payment, Programa may freeze your Account. You are responsible for all taxes relating to your Programa Account or use of the Services. You may be required to remit Taxes to Programa or to self-remit to your local taxing authority. No refunds.

You may be required to purchase or pay a fee to access our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases or payment transactions made via the Site. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site. You must maintain an accurate country location in the administrative console of your Programa Account. If you change jurisdictions you must promptly update your location details in the administrative console. Programa does not provide refunds.

5.1 Fees
You agree to and will pay the Fees applicable to your subscription (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Programa Account when using all payment providers other than Programa Payment Service (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Programa Payment Services or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Programa will charge applicable Fees to any valid payment method that you authorise (“Authorised Payment Method”), and Programa will continue to charge the Authorised Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.

Unless otherwise indicated, all Fees and other charges are in USD, AUD, GBP, NZD, EUR or CAD currencies. All payments will be in your chosen and/or available payment currency. Programa will endeavour to operate in local currencies, however there is no obligation on Programa to provide each and every currency to operate your Account.

Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). If your purchase is subject to recurring charges, which may vary depending on your choice, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

Transaction Fees and Additional Fees will be charged from time to time at Programa’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Accounts have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

All invoices and related fees for your Account are available within the Settings options of your Programa Account: https://app.programa.design/settings

If we are not able to process payment of Fees using an Authorised Payment Method, we may make subsequent attempts to process payment using any Authorised Payment Method. If we are unable to successfully process payment of Fees using an Authorised Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Programa reserves the right to terminate your Account.

5.2 Taxes
All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Sales Tax or Goods and Services Tax), harmonised or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Programa’s products and services. To the extent that Programa charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorised Payment Method.

If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Programa of your exemption. If you are not charged Taxes by Programa, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to Programa under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Programa to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Programa will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorised Payment Method ignoring any such deduction or withholding that may be required.

You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Programa Account or your use of the Services. Any contract of sale made through the Services is directly between you and the customer.

5.3 Free Trials
We may offer a free trial period to new users who register with the Site. The account will not be charged and the subscription will be suspended until the Account has been upgraded to a paid version at the end of the free trial.

6. Confidentiality

Everyday Language Summary: Both you and Programa agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

“Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Programa’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this section.

Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.

Confidential Information will not include any information that the receiving party can prove:

1. Was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information;
2. Is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or
3. Is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

7. Limitation of Liability and Indemnification

Everyday Language Summary: We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. The Service is provided on an “as is” and “as available” basis. We provide no warranties and our liability is limited in the event of errors or interruptions.

You expressly understand and agree that, to the extent permitted by applicable laws, Programa and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Programa partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fines or penalties, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

Programa does not warrant that the Services will be uninterrupted, timely, secure, or error-free. Programa does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. Programa is not responsible for any of your tax obligations or liabilities related to the use of Programa’s Services. Programa does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

7.1 Disclaimer
To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the site’s content or the content of any websites linked to the site and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the site, (3) any unauthorised access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the site, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the site. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgement and exercise caution where appropriate.

7.2 Limitation of Liability
In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the site, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising. Certain USA state laws and international laws 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 or limitations may not apply to you, and you may have additional rights.

8. Intellectual Property and Your Materials

Everyday Language Summary: Anything you upload remains yours (if it was yours) and is your responsibility, but Programa can use and publish the things you upload. Anything uploaded to Programa remains the property and responsibility of its initial owner. However, Programa will receive a licence of materials published through our platform that we may use to operate and promote our Services.

8.1 Your Materials
We will maintain certain data (Materials) that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

We do not claim ownership of the Materials you provide to Programa; however, we do require a licence to those Materials. You thereby grant Programa a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and licence to host, use, distribute, expose, modify, run, copy, store, publicly perform, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this licence to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this licence. You irrevocably waive any and all moral rights you may have in the Materials in favour of Programa and agree that this waiver may be invoked by anyone who obtains rights in the materials through Programa, including anyone to whom Programa may transfer or grant (including by way of licence or sublicence) any rights in the Materials. If you owned the Materials before providing them to Programa then, despite uploading them to your Programa Account they remain yours, subject to any rights or licences granted in the Terms of Service or elsewhere. You can remove your Programa Account at any time by deleting your Account. Removing your Programa Account does not terminate any rights or licences granted to the Materials that Programa requires to exercise any rights or perform any obligations that arose during the Term. You agree that Programa can, at any time, review and delete any or all of the Materials submitted to the Services, although Programa is not obligated to do so.

You grant Programa a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and licence to use the names, trademarks, service marks and logos associated with your Programa Account (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This licence will survive any termination of the Terms of Service solely to the extent that Programa requires the licence to exercise any rights or perform any obligations that arose during the Term.

8.2 Programa Intellectual Property
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “as is” for your information. Except as expressly provided in these Terms of Service, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Site, you are granted a limited licence to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

You agree that you may not use any trademarks, logos, or service marks of Programa, whether registered or unregistered, including but not limited to the word mark Programa (“Programa Trademarks”) unless you are authorised to do so by Programa in writing. You agree not to use or adopt any marks that may be considered confusing with the Programa Trademarks. You agree that any variations or misspellings of the Programa Trademarks would be considered confusing with the Programa Trademarks. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Programa or Programa Trademarks or that use or include any terms that may be confusing with the Programa Trademarks. You acknowledge and agree that the Terms of Service do not give you any right to implement Programa patents.

8.3 Your / User Generated Contributions
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
2. You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Service;
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Service;
4. Your Contributions are not false, inaccurate, or misleading;
5. Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us);
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone;
8. Your Contributions are not used to harass or threaten any other person and to promote violence against a specific person or class of people;
9. Your Contributions do not violate any applicable law, regulation, or rule;
10. Your Contributions do not violate the privacy or publicity rights of any third party;
11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; or
13. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Site.

8.4 Third Party Websites and Content
The Site may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Service no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

9. Additional Services - Programa In App Communication Tools

By using the Programa In App Communication Tools, you agree that Programa may use certain tools to ensure the content of the communications sent through the service is safe and compliant with our policies. You may generate messages, provide third-party access, or send communications from your Account using the Programa services. In addition to the terms applicable to the Services generally (including Programa’s Acceptable Use Policy, and Privacy Policy), the following terms apply to your access and use of the Programa In App Communication Tools:

1. Programa employs certain controls to scan the content of communications you deliver. This is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service, or Programa’s Acceptable Use Policy (collectively, “Threats”). You explicitly grant Programa the right to employ such controls. Programa does not warrant that these services will be free from Threats, and each Programa Account is responsible for all content generated by their respective Programa Accounts.
2. Your use of the Programa In App Communication Tools must comply with all applicable laws. Examples of applicable laws include laws relating to spam or unsolicited commercial email (“UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Programa In App Communication Tools.
3. Your use of the Programa In App Communication Tools must comply with Programa’s Privacy Policy. It is your responsibility to read and understand the Privacy Policy applicable to your use of these services.
4. You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through these services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.
5. Furthermore, your use of the Programa In App Communication Tools must follow all applicable guidelines established by Programa. The guidelines below are examples of practices that may be considered as violating these guidelines:
   a) Using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);
   b) Using purchased or rented email lists;
   c) Using third party email addresses, domain names, or mail servers without proper permission;
   d) Sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com);
   e) Sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
   f) Failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;
   g) Failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
   h) Failing to include in each email a link to the then-current privacy policy applicable to that email;
   i) Disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;
   j) Failing to include in each email your valid physical mailing address or a link to that information; or
   k) Including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient.

If you or a customer suspects any violations of the Programa In App Communication Tools, please notify Programa at support@programa.com.au

10. Third Party Services and Integrations

Everyday Language Summary: We are not responsible for third party services, so use them at your own risk. If you choose to use Third Party Services on the Programa platform, you consent to us sharing your data (and potentially the data of your Customers) to those services. If you use Third Party Services you agree that we do not provide a warranty, so get advice beforehand.

Programa may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.

Any use by you of Third Party Services offered through the Services or Programa’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Programa may receive a revenue share from Third Party Providers that Programa recommends to you or that you otherwise engage through your use of the Services or Programa’s website.

We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Programa has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Programa’s websites, including the Programa App or Programa Account, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorisation, sponsorship, or affiliation by or with Programa. Programa does not guarantee the availability of Third Party Services and you acknowledge that Programa may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Programa is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Programa strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.

If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Programa is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.

Designer Users acknowledge and agree that: (i) by submitting a request for assistance to a Brand and Supplier User or other information, you consent to being contacted by the Brand or Supplier User(s) at the Primary Email Address (or such other email address provided by you) as well as the applicable user email address; and (ii) Programa may receive Programa In App Communication Tools communications as they are exchanged. You further agree that Programa may share your contact details and the background information that you submit via the Programa App.

The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Programa is not obligated to intervene in any dispute arising between you and a Third Party Provider. Under no circumstances will Programa be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Expert. These limitations will apply even if Programa has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Programa partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

11. Beta Services

Everyday Language Summary: Beta Services may be offered from time to time. They are not a part of the regular Services, and they might have errors or change at any time. You use Beta Services at your own risk, and we are not responsible for any losses or harm that might come from using a Beta Service. You may be required to keep your participation in the Beta Services confidential.

From time to time, Programa may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all users (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which Programa will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Programa Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Programa’s prior written consent. Programa makes no representations or warranties that the Beta Services will function. Programa may discontinue the Beta Services at any time in its sole discretion. Programa will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Programa may change or not release a final or commercial version of a Beta Service in our sole discretion.

12. Feedback and Reviews

Everyday Language Summary: We welcome customer feedback but are under no obligation to ensure that ideas and suggestions regarding our Services or the services of third parties remain confidential and we can use the feedback in any way we want.

Programa welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Programa be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Programa (whether submitted directly to Programa or posted on any Programa hosted forum or page), you waive any and all rights in the Feedback and that Programa is free to implement and use the Feedback if desired, as provided by you or as modified by Programa, without obtaining permission or licence from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Programa must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Programa reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

12.1 Electronic Communications, Transactions and Signatures
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

13. Takedown Procedure

Programa respects intellectual property rights and you should too. If we receive a Takedown Notice, we may disable access or remove the allegedly infringing content from your Programa Account. If you don’t think the claim is valid, you can send a counter notification. If you believe one of our users is infringing your intellectual property rights, you can send Programa a Takedown Notice request. We will expeditiously disable access or remove the content and notify the user. Please submit any requests or related queries to support@programa.com.au

14. Privacy and Data Protection

Everyday Language Summary: Programa’s use and collection of personal information is governed by our Privacy Policy. Programa’s use and collection of customer personal information is further governed by our Data Processing Addendum.

Programa is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Programa’s collection, usage and disclosure of this personal information is governed by our Privacy Policy. To the extent that Programa processes personal information of your customers as a “data processor” or “service provider” under certain data privacy or protection laws, including the EU or UK General Data Protection Regulation and the California Consumer Privacy Act, Programa’s collection and use of personal information is also subject to our Data Processing Addendum.

15. Programa Contracting Party

The “Programa Contracting Party” means Denpro Pty Ltd - ABN 79 637 366 084. This is an Australian Private Company registered through the Australian Securities and Investments Commission. Denpro Pty Ltd operates under the business name “Programa” with central operations in Cremorne in Victoria, Australia 3121. These Terms of Service constitute a legally binding agreement made between you and Programa.

16. Term and Termination

Everyday Language Summary: You may cancel your Account and terminate the Terms of Service at any time by contacting Programa Support and then following the specific instructions indicated to you in Programa’s response.

The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”). All purchases are non-refundable. You can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. Programa will respond with specific information regarding the termination process for your account. To initiate a termination, you can submit a cancellation via the Programa App or by contacting support@programa.com.au

We may terminate your account at any time. Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

Upon termination of the Services by either party for any reason:

1. Programa will cease providing you with the Services and you will no longer be able to access your Account;
2. Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
3. Any outstanding balance owed to Programa for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
4. Your Programa Account will be taken offline.

If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice. If you cancel in the middle of your billing cycle, you will have one last invoice. Once that invoice has been paid in full, you will not be charged again. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

17. Modifications

Everyday Language Summary: If we make a material change to the Terms of Service that adversely affects your rights under the Terms of Service or your use of our Services in a material way, we will notify you in advance (unless the change relates to legal requirements or to prevent abuse of our Services, among other things).

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Programa administrative console, or by similar means. However, Programa may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

Programa may also change the Fees for the Services from time-to-time. We will provide you reasonable advance notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Programa administrative console, or by similar means. Programa will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

18. General Conditions

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Programa and govern your use of the Services and your Account, superseding any prior agreements between you and Programa (including, but not limited to, any prior versions of the Terms of Service).

The failure of Programa to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

Save for Programa and its affiliates, you or anyone accessing Programa Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

The Terms of Service will be governed by and interpreted in accordance with the laws of the State of Victoria and the laws of Australia applicable therein, without regard to principles of conflicts of laws.

The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Programa’s Terms of Service available in another language, the most current English version of the Terms of Service will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Programa (acting in its sole discretion) or as required by applicable law.

All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Programa will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Programa’s prior written consent, to be given or withheld in Programa’s sole discretion. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Site.

If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and clause sections: Account Terms, Payment of Fees and Taxes, Confidentiality, Limitation of Liability and Indemnification, Intellectual Property - Your Materials, Third Party Services and Integrations, Feedback and Reviews, Privacy and Data Protection, Programa Contracting Party, Term and Termination, Modifications, and General Conditions will survive the termination or expiration of these Terms of Service.

Contact Support

To receive further information regarding use of the Site, please contact us at: support@programa.com.au