Terms & Conditions

Read our terms below to learn more about 521 products

Updated on: 31st May 2022  |  Effective Date: 31st May 2022.

1 Acceptance of Terms 

Smartlead SaaS Terms of Use 

programs such as viruses, worms, trojan horses, 

1.1 The Service is provided, operated, and owned by 521  Products Pty Ltd (Smartlead) and its related entities or  body corporates providing the Service (we, us, and our). 

1.2 By using the Service and choosing your Subscription Plan,  you agree to these terms of use as supplemented by the  Subscription Plan (this Agreement). This Agreement  constitutes a binding legal agreement between you and  us, and your continued use of the Service constitutes your  acceptance and acknowledgment of this Agreement, our  Privacy Policy, Fair Use Policy, Data Processing Addendum, and any other policy displayed on our Service, all of which  constitute a part of this Agreement. If you do not agree to  all of the terms of this Agreement, you must not use the  Service. 

1.3 We may amend or modify this Agreement from time to  time by providing you with 7 days’ notice. If you do not  agree to the amendments, then you must notify us within  that time frame, otherwise you will be deemed accept the  amended version of the Agreement. 

1.4 This Agreement will prevail over any other terms or  agreement between you and us. 

1.5 In this Agreement, capitalised words and phrases have the  meaning given to them when first used and followed by  bolded brackets, or as set out in clause 20 (Definitions) at  the end of the Agreement. 

2 Subscription Period and Auto-Renewal 

2.1 This Subscription starts on the day you buy the Subscription, will continue for the Subscription Period  chosen by you. 

2.2 At the end of each Subscription Period, this Subscription will automatically renew for another Subscription Period  unless you notify us in accordance with clause 9.1. Please  ensure you contact us if you want to cancel your  


3 Licence 

3.1 In exchange for you complying with all terms of this  Agreement, we grant you a non-exclusive, non 

transferable, non-sublicensable, personal, and revocable  licence to access and use the Service for the Permitted  Purpose during the Subscription Period. 

3.2 All use of the Service is strictly subject to our Fair Use  Policy. This Agreement incorporates the Fair Use Policy,  and by signing this Agreement you are taken to have  accepted the Fair Use Policy. A breach of the Fair Use  Policy constitutes a breach of this Agreement. We reserve  the right to monitor your usage of the Service and take  action if we determine that your usage is in breach of the  Fair Use Policy. 

3.3 You must not: 

(a) use the Service for any purpose other than the  Permitted Purpose; 

(b) use the Service in any way which is in breach of  any applicable laws or which infringes any person’s  rights, including Intellectual Property Rights; or 

(c) without limiting subclause 3.3(b) , you agree to comply with all Spam Laws. You acknowledge that any use of the Service for the purpose of sending unsolicited commercial electronic messages, as defined by the Spam Laws is strictly prohibited; or

(d) do anything which may compromise or interfere  with the supply of the Service or our systems,  

including without limitation introducing malicious 

and email bombs. 

4 Your Warranties 

4.1 You warrant and agree that: 

(a) there are no legal restrictions preventing you from  agreeing to this Agreement; 

(b) you are not Insolvent; 

(c) you will always act in courteous and polite manner  whenever dealing with us, and never in an  

antisocial, discriminatory, abusive, hostile or  

obscene way; 

(d) you will cooperate with us and provide us with all  assistance, resources, data, people, information,  

facilities, access, and documentation that is  

reasonably necessary to enable us to perform the  

Service and as otherwise requested by us, from  

time to time, and in a timely manner; 

(e) you are responsible (at your cost) for obtaining  and maintaining any consents, licences,  

authorities, and permissions required for you to  

make use of the Services (and you will provide  

evidence of this to us upon request); 

(f) all information and documentation (including User  Data) that you provide to us or upload into the  

Service in connection with this Agreement is true,  

correct, and complete, and that we will rely on  

such information and documentation in order to  

provide the Service; 

(g) you are solely responsible for establishing and  maintaining any Operating Environment necessary  to use and obtain the benefit of the Service. 

5 Our Warranties 

5.1 We warrant and agree that: 

(a) the Service will perform materially in accordance  with the Specifications; 

(b) the Service will not infringe on the Intellectual  Property Rights of any person; 

(c) we will maintain sufficient and appropriately  qualified and experienced personnel to operate  

and provide the Service in accordance with the  


6 Support Services 

6.1 Subject to the below conditions being met, we will provide  you the Support Services during the Subscription Period: (a) you are not in breach of any term of the  

Agreement and you are using the Service as  

intended under this Agreement; 

(b) your Operating Environment meets the minimum  requirements set out in the Specifications; and 

(c) you have provided all information requested by us  in relation to Support Services. 

6.2 Our liability for any failure to provide the Support Services  is limited to resupplying the Service support to the extent  required to remedy the failure. This is your sole remedy  for any failure to provide the Support Services. 

6.3 For clarity, any Intellectual Property Rights arising in  connection with the Support Services (including any 

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enhancements or customisations) vest exclusively in us  immediately upon creation. 

7 Fees 

7.1 You must pay the Fees to us without counterclaim or  deduction in accordance with the Subscription Plan. 7.2 Unless expressly stated otherwise, all amounts stated in or  in relation to this Agreement are expressed exclusive of  any applicable Tax, which will be added to those amounts  and payable by you to us. 

7.3 We may offer one or more payment processors as a way  to facilitate payment of the Fees. You must make payment  by way of one of the payment processors offered (which  we may modify from time to time at our sole discretion).  You agree that: 

(a) any cost, fee, or other charges charged by such  processor must be paid by you in addition to the  


(b) you must comply with the terms and conditions of  the relevant processor. 

7.4 We are entitled to modify our Fees at any time by prior written notice to you provided that: 

(a) an increase is effective only 30 days after such notice is given; and 

(b) a Fee is not increased more than once in a 12- month period; and 

(c) the Fees are not increased during the initial  Subscription Period of this Agreement. 

7.5 To the extent permitted by law, any Fees paid to us are non-refundable, and we do not provide refunds or credits  should you cancel the Service during its current  

Subscription Period. 

7.6 If you dispute a portion of any invoice, you must still pay  all undisputed portions of the invoice. 

7.7 In addition to any other right we have, if you fail to fully  pay any amount owed to us for a period of 14 days or  more, we may do any of the following at our sole  


(a) suspend access to the Service until all amounts are  fully paid (and without providing any refund or  

extension of the Subscription Period afterwards); 


(b) charge you interest at the rate equivalent to 1%  per month on any amounts owing to us. 

8 Updates 

8.1 We may implement (at our absolute discretion) Updates  to the Service from time to time. We will endeavour to  provide you with reasonable prior written notice of any  scheduled Update that is likely to affect the availability of  the Service or is likely to have a material negative impact  on you. 

9 Termination 

9.1 Either party may terminate the Subscription at any time,  with such termination only taking effect at the end of the  current Subscription Period. 

9.2 Either party may terminate this Subscription with  immediate effect by giving written notice to the other  party at any time if: 

(a) in our case, if we deem there has been a breach of any applicable law (including, without limitation, Spam Laws);

(b) the other party is Insolvent; or 

(c) the other party breaches any provision of this Agreement which cannot be remedied, or where the breach is capable of being remedied, fails to remedy the breach within 14 days after receiving written notice from the cancelling party requiring it to do so. 

10 Effects of termination 

10.1 On termination of this Subscription for any reason: (a) you must immediately stop using the Service, and  we may take any action necessary to disable or  

terminate your access to the Service; 

(b) each party must promptly return (where possible)  or delete or destroy (where not possible to  

return), the other party’s Confidential Information  and intellectual property, and/or documents  

containing or relating to the other party’s  

Confidential Information unless required by law or  regulatory requirements to retain such  


(c) we may remove or delete all User Data after one  month has passed from the day of termination; 

(d) you must, within 5 Business Days of termination,  pay to us all Fees incurred and/or owing under this  Agreement up to and including the date of  

termination or expiry. To the extent permitted by  

law, and except where expressly stated in this  

Agreement, Licensee will not be entitled to a  

refund of Fees that have already been billed or  

paid; and 

(e) all of the provisions of this Agreement will cease to  have effect, save that the following provisions of  

this Agreement will survive and continue to have  

effect (in accordance with their express terms or  

otherwise indefinitely): Clauses 10 (Effects of  

termination), 11 (Intellectual Property), 12 (User  

Data), 13 (Data Storage and Security), 14 (Privacy),  15 (Confidentiality), 16 (Limitation of liability) and  

17 (Release and indemnity). 

11 Intellectual Property 

11.1 We own all Intellectual Property Rights in the Service, the  Support Services, any associated documentation, and all  improvements, modifications, customisations and  derivative works, whether made by us or by you, and  nothing in this Agreement transfers any of those  

Intellectual Property Rights to you in any way. 

11.2 If you provide us with comments or suggestions relating to  the Service, then all Intellectual Property Rights in that  feedback, and anything created as a result of that  

feedback (including new material, enhancements,  modification, or derivative works), is assigned to us, and we may use the feedback for any purpose. 

11.3 You must not, without our prior written consent: (a) copy or use, in whole or in part, any of our  Intellectual Property Rights; 

(b) reproduce, retransmit, distribute, disseminate,  sell, publish, broadcast, or circulate any of our  

Intellectual Property Rights to any third party; 

(c) reverse assemble, reverse engineer, reverse  compile or enhance the Service; 

(d) breach any Intellectual Property Rights connected  with us or the Service, including altering or  

modifying any of our Intellectual Property Rights; 

(e) cause any of our Intellectual Property Rights to be  framed or embedded in another digital asset, 

(f) create derivative works or reproductions of any of  our Intellectual Property Rights or the Service;

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(g) resell, assign, transfer, distribute or make available  the Service to third parties; 

(h) “frame”, “mirror” or serve any of the Service on  any web server or other computer server over the  Internet or any other network; 

(i) alter, remove or tamper with any trademarks, any  patent or copyright notices, any confidentiality  

legend or notice, any numbers, or any other means  of identification used on or in relation to the  


11.4 You acknowledge that we will suffer real and substantial  damage due to a breach of this clause 11 and may seek  injunctive relief for any actual or perceived breach, and  damages alone are not an adequate remedy. 

12 User Data 

12.1 Except as otherwise stated in this Agreement, as between  you and us, you own all Intellectual Property Rights and all  User Data. 

12.2 Despite anything to the contrary in this Agreement or  elsewhere, we may monitor, analyse and compile  

statistical and performance information based on and/or related to your use of the Service in an aggregated and  anonymised format (Analytics). We and our licensors own  all Intellectual Property Rights in and to the Analytics and  all related software, technology, documentation and  content provided in connection with the Analytics. You  agree that we may make such Analytics publicly available,  provided that it: 

(a) does not contain identifying information; and (b) is not compiled using a sample size small enough  to make the underlying User Data identifiable. 

12.3 You grant us an irrevocable, perpetual licence (and  consent) to use, process, copy, transmit, store and backup  or otherwise access the User Data during the Agreement Subscription Period solely to: 

(a) supply the Service to you (including to enable you  and your personnel to access and use the Service); 

(b) diagnose problems with the Service; 

(c) Update or otherwise modify or maintain the  Service;  

(d) train our staff; and 

develop other services. 

12.4 In relation to any User Data which you provide to us or  upload into the Service, you represent and warrant that: (a) you are solely responsible for the User Data and  the consequences of using, disclosing, storing or  

transmitting it; 

(b) you have obtained all necessary rights, releases  and permissions to provide all your User Data to us  and to grant the rights granted to us in this  


(c) the User Data (and its transfer to and use by us) as  authorised by you, under this Agreement does not  violate any laws (including those relating to export  control and electronic communications) or rights  

of any third party, including any Intellectual  

Property Rights, rights of privacy, or rights of  

publicity; and 

(d) any use, collection and disclosure authorised in  this Agreement are not inconsistent with the terms  of any applicable privacy policies. 

13 Data Storage and Security 

13.1 We will use our best efforts to ensure that User Data is  stored securely. However, we do not accept responsibility  or liability for any unauthorised use, destruction, loss,  damage or alteration to the User Data, including due to  hacking, malware, ransomware, viruses, malicious  computer code or other forms of interference. 

13.2 We will use our best efforts to create scheduled backups  of User Data stored on the Service at regular intervals. If  User Data is lost due to a system failure, we will attempt  to restore the User Data from the latest available backup. However, we cannot guarantee that any backup will be  

free from errors or defects. 

14 Privacy 

14.1 You are responsible for the collection, use, storage, and  otherwise dealing with Personal Information related to  your business. 

14.2 You must comply and must ensure that all of your  personnel comply, with the requirements of the Privacy  Laws in respect of all Personal Information collected, used,  stored, or otherwise dealt with under or in connection  with this Agreement. 

14.3 You must: 

(a) notify natural persons from whom Personal  Information is collected about any matter  

prescribed by the Privacy Laws in relation to the  

collection, use, and storage of their Personal  


(b) notify us immediately upon becoming aware of  any breach of the Privacy Laws that may be related  to the use of Personal Information under this  


14.4 This Agreement incorporates the Data Processing  Addendum, and by accepting this Agreement and using  the Service, you are taken to have accepted the Data  Processing Addendum, even if you have not signed the  Data Processing Addendum. 

15 Confidentiality 

15.1 Each party (Recipient) must keep confidential, and not  disclose, any Confidential Information of the other party  (Discloser) except: 

(a) where permitted by this Agreement; 

(b) with the prior written consent of the Discloser; (c) where the Confidential Information is received  from a third party, except where there has been a  breach of confidence; 

(d) on a confidential, “needs to know” basis to the  Recipient’s personnel, auditors, insurers, agents,  

and professional advisors; or 

(e) where the Recipient is compelled to do so by  applicable law, provided that it gives the other  

party written notice prior to disclosure. 

15.2 The Recipient must only use the Confidential Information  of the Discloser for the disclosed purpose and in  

connection with this Agreement. 

16 Limitation of liability 

16.1 To the maximum extent permitted by law, we exclude all  liability and all Warranties of any kind, whether express or  implied, statutory or otherwise, other than those set out  in this Agreement.

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16.2 You acknowledge that complex software is never wholly  free from defects, errors and bugs, and subject to the  other provisions of this Agreement, we give no Warranty  or representation that the Service will be wholly free from  defects, errors and bugs. 

16.3 The Service is provided to you on an “as is” and on an “as  available” basis without any Warranties arising out of any  course of dealing or usage of trade. We disclaim all  Warranties that the Service will be error-free, available  continuously, uninterruptedly, or be free of harmful  components, or that this Service and any User Data will be  secure or not otherwise lost or altered. You acknowledge  that we may suspend access to the Service temporarily if  we have reason to do so (including but not limited to  maintenance, updates, or upgrades). 

16.4 You acknowledge that the Service is dependent on other  Third Party Services and agree that to the extent  

permitted by law, we will not be responsible or in any way  liable for any defect or interruptions to the availability of  the Service resulting from Third Party Services. 

16.5 To the maximum extent permitted by law, our liability and  the liability of our employees or agents for a breach of any  Warranty or liability which by law cannot be excluded,  restricted or modified, or under any express Warranty, is  limited, at our option, to: 

(a) for goods, the repair or replacement of the goods; (b) the supplying of the goods or services again; or (c) the payment of the cost of having the goods or  services supplied again. 

16.6 Our liability arising in connection with the Service is  limited as follows: 

(a) we exclude all liability for any Consequential Loss resulting from your access to or use of or inability  

to use the Service, even if we have been advised of  the possibility of damages in advance; 

(b) our maximum total liability arising in connection  with this Agreement is capped to the total amount  of any Fees paid to us by you in the 12 months  

preceding the first event giving rise to the liability; 

(c) our liability is excluded to the extent that you  contributed to the liability; 

(d) our liability is subject to your duty to mitigate your  loss. 

17 Release and indemnity 

17.1 We agree to indemnify you from any Claim to the extent  that the Claim arises because the Service infringes the  Intellectual Property Rights of a third party (IP Claim),  provided that you: 

(a) provide prompt written notice of the IP Claim to  us; 

(b) give us the opportunity to join the defence and  settlement of the IP Claim; and 

(c) provide to us, at our expense, all available  information, assistance, and authority to defend 

the IP Claim; and 

(d) have not admitted any fact or compromised or  settled such IP Claim other than on reasonable  

terms which a party not protected by an indemnity  would. 

Clause 17.3 does not apply to this indemnity. 

17.2 If an allegation concerning a possible IP Claim is made, you must permit us to do one of the following (at our sole  discretion): 

(a) modify, alter or substitute the Service to ensure  that the Service no longer infringes the Intellectual  Property Rights alleged in the relevant IP Claim.  

Such modification will be at our cost and must  

ensure that the end product materially complies  

with the Specifications; or 

(b) terminate this Agreement. 

17.3 To the maximum extent permitted by law, you agree to  indemnify, hold harmless and release the Released Parties  from all Loss or Claims arising out of or in any way  connected with any Relevant Matter. 

17.4 To the extent that it may be necessary in order to enforce  the benefit of this Agreement by or on behalf of a 

Released Party, you agree that we hold the benefit of, and  may enforce, the provisions of this Agreement that  operate for the benefit of a Released Party, for and on  behalf of that Released Party. 

17.5 In this clause: 

(a) Claim means a claim, action, proceeding, or  demand made against a person concerned,  

however, it arises and whether it is present or  

future, fixed or unascertained, actual or  


(b) Loss means damage, loss, cost, expense, or liability  incurred by the person concerned, however  

arising, including without limitation penalties,  

fines, and interest and including those which are  

prospective or contingent and those the amount of  which for the time being is not ascertained or  


(c) Released Party and Released Parties mean us and  our officers, directors, shareholders, agents,  

employees, consultants, associates, affiliates,  

subsidiaries, related parties, related body  

corporates, sponsors, and other third party  


(d) Relevant Matter means anything in connection  with: 

any damage to person, property, personal  injury, or death; 

your breach of this Agreement; 

anything to do with User Data; 

any matter which we have excluded or  

disclaimed liability for under this  


your use, misuse or abuse of the Service 

(including not using the Service in  

accordance with its Specifications,  

instructions or intended use); and 

your breach or failure to observe any  

applicable law. 

18 Unexpected Event 

18.1 Subject to the requirement to give notice under this  clause, if the performance by any party (Affected Party) of  all or any of its obligations under this Agreement is  prevented or delayed in whole or in part due to any  Unexpected Event, this Agreement will continue and  remain in effect, but the Affected Party will not be in  breach of this Agreement for that reason only for so long  as the Unexpected Event persists. 

18.2 The Affected Party must promptly after becoming aware  of an Unexpected Event, give written notice to the other  party of the nature of the Unexpected Event and the way 

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and the extent to which its obligations are prevented or  delayed and notify the other party of any material change  in these matters and use its reasonable endeavours to  limit the effects of the Unexpected Event, and promptly  carry out its obligations as soon as, and to the extent that,  it is able to do so. 

19 General 

19.1 All notices must be in writing and must be made by email.  Notices are taken to be read on the day they are received,  unless they are received after 5 PM or not on a Business  Day, in which case they are deemed to be received on the  next Business Day. 

19.2 This Agreement will override any other terms or  agreement between you and us. 

19.3 Where there is a contradiction or conflict between  different parts of this Agreement, the parts override one  another (to the extent of the contradiction or conflict) in  the following order: 

(a) the Fair Use Policy; 

(b) the Subscription Plan;  

(c) these terms of use; and 

(d) the Data Processing Addendum. 

19.4 You must not assign, sublicense or otherwise deal in any  other way with any of your rights under this Agreement except as expressly permitted under this Agreement. We  may assign or otherwise transfer our rights under this  Agreement at our sole discretion. 

19.5 No breach of any provision of this Agreement can be  waived except with the express written consent of the  party not in breach. 

19.6 Any provision of this Agreement which is unenforceable or  partly unenforceable is, where possible, to be severed to  the extent necessary to make this Agreement enforceable  unless this would materially change the intended effect of  this Agreement. 

19.7 With the exception of clause 17, this Agreement is made  for the benefit of the parties and is not intended to benefit  any third party or be enforceable by any third party. The  rights of the parties to terminate, rescind, or agree to any  amendment, waiver, variation, or settlement under or  relating to this Agreement are not subject to the consent  of any third party. 

19.8 This Agreement constitutes the entire agreement between  the parties in relation to the subject matter of this  Agreement, and supersedes all previous agreements,  arrangements, and understandings between the parties in  respect of that subject matter. 

19.9 This Agreement is governed by and construed in  accordance with the law of the State. The courts of the  State have exclusive jurisdiction to adjudicate any dispute  arising under or in connection with this Agreement. This  Agreement will prevail over any other terms or agreement  between you and us. 

20 Definitions 

20.1 In this Agreement, the following capitalised terms have  the following meanings: 

20.2 Agreement means these SaaS Terms of Use and also  includes the relevant Subscription Plan, Data Processing  Addendum, Fair Use Policy and all policies displayed on  our Website. 

20.3 Business Day means a day on which banks are open for  business in the State other than on a Saturday or Sunday  or a public holiday. 

20.4 Confidential Information means all information of a  confidential or proprietary nature, in any form whether  tangible or not, disclosed or communicated by a party to  the other, or learnt or accessed by, or to which the other  party is exposed as a result of entering into this  

Agreement, but excluding information which: 

(a) is or becomes a matter of public knowledge  through no fault, action, or omission of the  

Recipient or its personnel; 

(b) is rightfully received by the Recipient from a third  party without a duty of confidentiality; 

(c) was already known to the Recipient at the time the  disclosing party first made it available to the  

Recipient, except as a result of disclosure known  

by the Recipient to be made in violation of an  

obligation of confidence; or 

(d) was independently developed by the Recipient  without reference to the information of the  

disclosing party. 

Without limitation, our Confidential Information  

includes all know-how, trade secrets, technical  

information, specifications, data, Intellectual Property  Rights, marketing procedures, enablement  

procedures, documentation, pricing information, client  and client records, as well as business, corporate, or  trade information. 

20.5 Consequential Loss includes any indirect loss, incidental  loss, consequential loss, loss of profits, loss of revenue,  loss of production, loss of opportunity, loss of access to  markets, loss of goodwill, loss of reputation, loss of use,  any remote loss, abnormal loss, unforeseeable loss, loss of  use and/or loss or corruption of data, any loss or damage  relating to business interruption, or otherwise, suffered or  incurred by a person, arising out of or in connection with  this Agreement (whether involving a third party or a party  to this Agreement or otherwise); 

20.6 Data Processing Addendum means our Data Processing  Addendum as available at https://smartlead.ai/dpa or as otherwise signed  by you. 

20.7 Fair Use Policy means our Fair Use Policy available at https://smartlead.ai/fair-use-policy. 

20.8 Fees means the fees set out in your Subscription Plan. 20.9 Insolvent, in relation to a party, means when: (a) a party ceases, suspends, or threatens to cease or  suspend the conduct of all or a substantial part of  

its business or disposes of or threatens to dispose  

of a substantial part of its assets; 

(b) a party becomes unable to pay its debts when they  fall due, or stops or suspends or threatens to stop  

or suspend the payment of all or a class of its  


(c) a party becomes or is (including under legislation)  deemed or presumed to be insolvent; 

(d) a party has a receiver, manager, administrator,  administrative receiver, or similar officer  

appointed in respect of it or the whole or any part  of its assets or business; 

(e) any composition or arrangement is made with any  one or more classes of a party’s creditors; 

(f) except for the purpose of solvent amalgamation or  reconstruction, an order, application, or resolution  is made, proposed, or passed for a party’s winding  up, dissolution, administration, or liquidation;

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(g) a party enters into liquidation whether  

compulsorily or voluntarily; or 

(h) any analogous or comparable event takes place in  any jurisdiction in relation to a party. 

20.10 Intellectual Property Rights mean all intellectual property  rights wherever in the world, whether registrable or  unregistrable, registered or unregistered, including any  application or right of application for such rights (and  these intellectual property rights include copyright and  related rights, database rights, Confidential Information,  trade secrets, know-how, business names, trade names,  trademarks, service marks, passing off rights, unfair  competition rights, patents, petty patents, utility models,  semiconductor topography rights and rights in designs). 

20.11 Operating Environment means your operating  environment, facilities, systems, networks, devices,  equipment, hardware, software, telecommunications, and  connections. 

20.12 Permitted Purpose means for your ordinary business use  or as otherwise set out in the Fair Use Policy and your  Subscription Plan. 

20.13 Personal Information has the same meaning as in the  Privacy Laws. 

20.14 Privacy Laws means the following legislation to the extent  applicable from time to time: 

(a) the Privacy Act; 

(b) national laws implementing the Directive on  Privacy and Electronic Communications  


(c) the General Data Protection Regulation (EU)  2016/679 and national laws implementing or  

supplementing it, including the Data Protection Act  2018; and 

(d) any other similar national privacy law. 

20.15 Privacy Policy means our Privacy Policy available at https://smartlead.ai/new-privacy-policy. 

20.16 Service means the Smartlead software as described on our  Website and the Subscription Plan, any Support Services  we provide to you, and any other services we agree to  provide to you. 

20.17 Spam Laws means any applicable spam laws and regulations, including but not limited to the Spam Act 2003 (Cth) in Australia, as well as any similar laws or regulations in other jurisdictions in which you or your intended audience are in.

20.18 Specifications mean the specifications of the Service as set  out in the Subscription Plans. 

20.19 State means New South Wales. 

20.20 Subscription Period means the period of time chosen by  you upon buying the Subscription, and any renewal term  in accordance with clause 2.2 (as the context requires). 

20.21 Subscription Plan mean the tiered package or plan for the  Service you select, which may be set out in the relevant  information page or pages on our Website, the Service itself, or otherwise provided to you or chosen by you on  registration with our consent, as well as any additional  terms agreed upon by the parties in writing, including  through support chat. Such additional terms shall be  deemed to be incorporated into this Agreement and shall  be binding upon the parties in accordance with their  respective terms. 

20.22 Support Services means the Support Services listed in your  Subscription Plan, and if none are listed, then Support  Services will mean access to a general helpdesk during  regular business hours on Business Days via a ticket  system to assist you in resolving technical issues or  answering questions related to the Service during the  Subscription Period. Any additional support services 

required by you may be provided at our sole discretion  and may be subject to additional fees. 

20.23 Tax includes a tax, levy, duty, or charge (and associated  penalty or interest) imposed by a public authority. It  includes income, withholding, stamp, and transaction  taxes (including any goods and services tax or value-added  tax, however named) and duties. 

20.24 Third Party Service means a software, hardware, plugin,  API, gateway, payment processor, network platform,  solution, database, product or another service that is used  for the provision of the Service or integrates with the  Service, and which is provided, operated or controlled by a  third party. 

20.25 Unexpected Event means and includes such events,  beyond the reasonable control of a party, that hinder,  prevent or delay performance, in whole or in part, of any  obligation under this Agreement including without  limitation, fire, flood, casualty, earthquake, war, lockout,  strike, epidemic, pandemics, riot, destruction of facilities,  insurrection, material unavailability, telecommunications  or internet failures, regulations or restrictions imposed by  law, acts of the government or governmental  


20.26 Update means any updates, modifications, changes or  enhancements to the Service, including the adding or  removing of any features or functionality, improvements,  bug fixes and patches. 

20.27 User Data any content or materials whatsoever (including  but not limited to any Personal Information, information,  data, text, graphics, photos, designs, trademarks, or any  other artwork) which you upload or input into the Service,  or that is generated by you using the Service. 

20.28 Warranty or Warranties mean any warranties, conditions,  terms, representations, statements, and promises of  whatever nature, whether express or implied. 

20.29 Website means https://www.smartlead.ai/.

20.30 You means any person who uses the Service.