Terms and Conditions
Terms of ServiceUpdated April 2, 2026
1. Agreement
1.1 This agreement contains the terms and conditions that govern your access to and use of the Courtny.ai product and is made between InfoTrack (Company, we, us, or our) and you or the entity you represent (Client, You or Your).
1.2 This agreement will commence on the earlier of:
(a) When You click an "I Accept" button or check box presented with this Agreement;
(b) When You first use the Courtny.ai Product, (Commencement Date) and will continue until it expires or is terminated.
1.3 You represent to Us that You are lawfully able to enter into, execute, and perform this Agreement and You have legal authority to bind the organization or entity you represent (such as the company You work for), which You represent is duly organized under applicable Laws.
2. Term
2.1 This Agreement will commence on the Commencement Date and will continue until terminated or it otherwise expires (Term).
3. Third-Party Products
3.1 The Courtny.ai Product incorporates or is a compilation of Third Party Products supplied by Third Party Suppliers, and are subject to Third Party Terms.
3.2 For each order for Third Party Products placed by You through the Courtny.ai Product:
(a) A separate contract is formed between You and the applicable Third Party Supplier comprising these General Terms (as applicable), Third Party Terms, and the order (Supplier Contract);
(b) We enter the Supplier Contract with You as agent for You and the Third-Party Supplier for the benefit of Us, You and the Third Party Supplier, and holds the benefit of the Supplier Contract as trustee for You and the Third Party Supplier;
(c) Your legal rights and remedies for any Loss or Claims suffered by You in connection with the Third Party Products are against the Third Party Supplier and are not against Company, except to the extent such Loss or Claim cannot be excluded by Law or is directly caused by Company's breach of a Supplier Contract or Company's negligent, willful, criminal, or fraudulent act or omission.
3.3 You appoint Company as your agent to act on Your behalf for the purposes of:
(a) Submitting Your orders for Third Party Products to the applicable Third Party Supplier;
(b) Delivering the Third Party Products to You on behalf of the Third Party Supplier;
(c) Entering into the Supplier Contract with the Third Party Supplier on Your behalf as specified in 3.2; and
(d) Taking payment for the Third Party Products from You on trust for the benefit of the Third Party Supplier and remitting payment to the Third Party Supplier on Your behalf.
3.4 You acknowledge and agree that:
(a) Company incurs Authority Fees in its capacity as paying agent on the Client's behalf and may invoice you for such Authority Fees (if applicable);
(b) Company may charge You a Service Fee for acting as your agent; and
(c) You authorize Company, as Your agent, to do everything reasonably necessary for it to carry out its obligations under clause 3.3.
4. Getting Started
4.1 Grant of License: Subject to the restrictions set out in clause 4.5, Company grants to You a non-exclusive, non-sublicensable, non-transferable, revocable license for You (through Your Permitted Users) to:
(a) Access and use the Courtny.ai Product for the Permitted Purpose; and
(b) Grant to Your End User clients a limited, exclusive, non-sublicensable, non-transferable personal license (on a one-to-one basis) to use the Courtny.ai Product subsisting in the Derivative Works in connection with the professional, transactional or advisory services You (or Your Permitted Users) were engaged to provide to that End User. This right only applies where You are authorized under a Permitted Purpose to create Derivative Works using the Courtny.ai Product,
During the term and strictly in accordance with the terms of this Agreement and all Laws.
4.2 Duration of License: The license granted under clause 4.1 ends:
(a) In respect of the Courtny.ai Product, upon the earlier of the completion of the Permitted Purpose or termination or expiry of this Agreement (other than the license under 4.2(b) to the Courtny.ai Product subsisting in the Derivative Works created before termination or expiry of this Agreement, in which case the license shall continue until completion of the Permitted Purpose).
4.3 Users: You warrant and agree that You:
(a) Will (and will ensure that your Permitted Users) will only use and access the Courtny.ai Product for the Permitted Purpose(s), in compliance with the terms of this Agreement and in accordance with all applicable Laws.
(b) Will restrict access to the Courtny.ai Product solely to Your Permitted Users; and
(c) You are responsible and remain fully liable for the acts and omissions of Your Permitted Users and Representatives in connection with this Agreement.
4.4 License Restrictions: Except as expressly permitted under this Agreement, You and Your Permitted Users must not (nor attempt to):
(a) Permitted Purpose: use the Courtny.ai Product for any purposes other than the Permitted Purpose;
(b) No Third Party Benefit: use the Courtny.ai Product on behalf of or for the benefit of any third party other than Your End User clients;
(c) User Credentials: share any User Credentials or otherwise enable unlawful access to the Courtny.ai Product by any other person (whether simultaneously or independent of You);
(d) Disclaimers: remove, alter, or deface any registered or unregistered trademark, logo, copyright notices, disclaimers, or other proprietary notice appearing on or in the Courtny.ai Product;
(e) Trade Marks: adversely affect or jeopardize the rights of Company (or its Representatives) to register any unregistered trade marks, whether or not an application for registration has been made;
(f) Misuse and Damage: interfere, damage, alter, misuse, or gain unauthorized access to the Courtny.ai Product or otherwise interfere with the ability of any other user of the Courtny.ai Product;
(g) Scraping: data mine, scrape, crawl, aggregate, copy extract, or attempt to harvest (whether by automated process, 'brute force attack' or otherwise) the Courtny.ai Product for any purpose, including setting up or adding to a database;
(h) Reverse Engineer: decompile, disassemble, translate, replicate, or otherwise reverse engineer any software programs or any part of the Courtny.ai Product;
(i) No Transfer: sublicense, sell, resell, commercialize, assign, or transfer any right, title, or interest (including any Intellectual Property Rights) in the Counrty Materials to any person;
(j) Copyright: copy, reproduce, publish, disclose, distribute, display, alter, modify or adapt the Courtny Materials or create a derivative work by combining the Courtny Materials (in whole or in part) with other materials to create a new work (save where reasonably necessary to use or access the Courtny Materials for the Permitted Purpose);
(k) Direct Marketing: use the Courtny.ai Product in any way in connection with Direct Marketing;
(l) Competition: use the Courtny Materials or Courtny.ai Product in any way that competes with Company's business or the products offered by Company;
(m) Misuse: use the Courtny Materials or Courtny.ai Product in any way that would or may:
(i) Constitute a misuse of any person's Confidential Information or infringe upon a person's rights (including Intellectual Property Rights and Moral Rights);
(ii) Breach any Laws or otherwise amount to a use or disclosure for unlawful purposes;
(iii) Damage the reputation or goodwill of Company or otherwise be misleading, deceptive, or defamatory; or
(iv) Be intended to avoid incurring Fees or minimize the applicable Fees payable,
(each, a Non-Permitted Purpose).
5. Provision of Services
5.1 Company Obligations: Company will use reasonable commercial endeavors to provide access to the Courtny.ai Product:
(a) In a professional, competent, timely and responsible manner;
(b) in compliance with the terms of this Agreement; and
(c) in compliance with all Laws that apply to the Courtny.ai Product supplied under this Agreement.
5.2 User Credentials: Company will provide User Credentials to You to allow access to the Courtny.ai Product.
5.3 Affiliates: Company may:
(a) provide the Courtny.ai Product through its Affiliates; and
(b) disclose the Client Data to it's Affiliates in connection with this Agreement,
(c) provided that Company remains solely liable and responsible for the acts or omissions of any such Affiliate performing services in connection with this Agreement. References to Company in this Agreement includes any relevant Company Affiliate.
5.4 Beta Services: To the maximum extent permitted by Applicable Law, You acknowledge and accept that:
(a) Company may make available pre-release, beta, or preview versions of Courtny.ai Products (Beta Services) for testing and evaluation purposes. Participation is voluntary and subject to this Agreement.
(b) Company disclaims all warranties, including but not limited to any warranties of merchantability or fitness for a particular purpose, accessibility, reliability, currency, security or accuracy.
(c) Beta Services are provided "as is" and "as available" without warranty of any kind. They may contain bugs, errors or other defects and may not operate correctly.
(d) Your use Beta Services entirely at your own risk. Company is not liable for any loss or damage arising from your use of Beta Services.
(e) Company may discontinue, or suspend Beta Services at anytime without notice to You.
(f) Company has no obligation to provide support, maintenance, updates, or modifications for the Beta Services. Any support provided is at Company's sole discretion.
(g) You may provide feedback, or recommendations on Beta Services (Feedback). You assign all rights, title, and interest (including all Intellectual Property Rights) in that Feedback. Company may use Feedback for any purpose without restriction or compensation.
6. Service Variations
6.1 Service Variations: Subject to clause 6.3, Company may, at any time:
(a) modify the method of supply and delivery of, or access to, the Courtny.ai Product;
(b) to change or discontinue any feature or functionality of the Courtny.ai Product for any reason;
(c) amend or vary the terms of this Agreement from time to time. We will provide reasonable notice (at least 14 days') in writing to You if any of these changes materially and adversely affects Your rights under this Agreement;
(d) amend the Third Party Terms from time to time where directed or required by the Third Party Supplier or to otherwise comply with Company's agreement with a relevant Third Party Supplier. We will provide reasonable notice (at least 14 days') in writing to You if any of these changes materially and adversely affects Your rights under this Agreement;
(e) suspend or otherwise deactivate Your, and each of the relevant Permitted Users', access to the Courtny.ai Product, where there is an actual or suspected systems or security concern associated with the continued access by those users; and
(f) make temporarily unavailable or otherwise suspend access to the Courtny.ai Product where reasonably necessary for: scheduled or emergency maintenance; system updates; other upgrades; or any other changes to the Courtny.ai Product, and
(g) where possible, we will provide reasonable written notice to You via the Courtny.ai Product.
6.2 Reservation of Rights: Company may, at any time:
(a) store any and all data using cloud storage technology, at Company's discretion; and
(b) gather analytics in relation to any and all activity on the Courtny.ai Product, and Client Data for internal purposes (subject to clauses 21 and 22), including for purposes such as billing, gauging interest and identifying usage patterns.
6.3 Termination: If Company exercises its rights under clause 7.1, you may terminate this Agreement immediately by written notice within 60 days of the change taking effect. You may also simply stop using your Courtny.ai Account without formal notice.
7. Client Data
7.1 Client Data: You will provide the Client Data reasonably needed for Company to provide the Courtny.ai Product.
7.2 License to Use Client Data: Without limiting clause 7.4, You grant Company a non-exclusive, non-sublicensable (except as provided under clause 7.3) licence to use Client Data during the Term solely to provide the Courtny.ai Product. Company must not use Client Data for any other purpose without Your prior written consent, or, in the case of Personal Information, a relevant legal basis for processing Personal Information as required under applicable Privacy Laws.
7.3 Sublicense: You consent to and agree that Company may sub-license and disclose the Client Data to Third Party Suppliers and subcontractors during the Term for the limited purpose of providing the Courtny.ai Product to the Client.
8. Use of AI in the Courtny.ai Product
8.1 AI Services: AI Services use artificial intelligence (AI) technologies, including generative AI and may include, but are not limited to, access to Your Matter Data, generated answers to questions, and prompts or reminders about deadlines or legal or business practice requirements (AI Services).
8.2 Matter Data: You agree:
(a) Documents, data, materials stored against a matter file within Your Courtny.ai Account (Matter Data) may be processed by AI Services. The processing activities and functionality align with our products' primary uses and is consistent with our Privacy Policy;
(b) You are responsible for ensuring that You have all necessary rights and consents. Including third party privacy consents (Client Consents), to provide the Matter Data to Company for the purposes of providing the AI Services.
8.3 Warranty: You warrant that You have all necessary rights and Client Consents relating to Matter Data so that, Company's processing of the Matter Data will not infringe, misappropriate, or otherwise violate any third-party rights to any applicable Law.
8.4 Liability: You indemnify Company against all Loss arising from your failure to obtain and maintain required Client Consents. Company has not advised you on what consents are required in your jurisdiction.
8.5 Disclaimers:
(a) AI Services may not have been developed, or approved by legal practitioners and carry no legal or professional endorsement. The AI Services may not: (i) reflect applicable Laws; (ii) suit your circumstances, and (iii) be current.
(b) The AI Services d not constitute legal advice and must not be relied on as legal advice. A qualified lawyer should review any AI Services output before it is relied upon.
(c) AI Services may not accurate or current. You are responsible for validating AI Services based on Your own professional skill, judgment, and experience.
9. Client Acknowledgements and Obligations
9.1 Client Acknowledgement: Company is entitled to rely on Client Data as provided by the Client and, unless expressly required, Company has no obligation to verify its accuracy or completeness.
9.2 Client Obligations: You must (and ensure Your Representatives & Permitted Users):
(a) Provide Company with any Client Data and sufficient written instructions as reasonably required to enable Company to provide the Company Systems and Courtny.ai Product;
(b) Comply with any Third Party Terms
(c) Implement the security measures specified under clause 22.2
(d) Comply with the terms of this Agreement,
(together, the Client Obligations).
9.3 Exclusion of Liability: Company is not liable for any failure to provide the Courtny.ai Product to the extent caused by Your failure to fulfil any of Your Client Obligations.
10. Fees and Invoices
10.1 Payment of Fees: You must pay all undisputed Fees under this Agreement.
10.2 Payment Terms: Subject to clause 10.11(a), payment is due within 30 days of receiving the relevant Invoice, unless otherwise agreed.
10.3 Credit Card Payments: Where required, You must pay at the time of placing an order. If the credit card payment fails, Company may retry a payment up to three times, or suspend Your account until fully paid. Company may charge a credit card transaction fee (displayed at the point of sale). Company may waive this fee for direct debit payments.
10.4 Third Party Suppliers: The Courtny.ai Product relies on Third Party Products and are subject to Third Party Supplier Terms and the Authority Fees that Company cannot control. Company may adjust Fees to reflect changes in Authority Fees, as set by the Third Party Suppliers.
10.5 Authority Fee Increases: Noting clause 10.4, Company may increase the Fees at any time to pass through Authority Fee increases or additional charges imposed by its Third Party Suppliers. Company will use reasonable endeavours to provide You with reasonable advanced written notice of the new Fees. However, this may not always be possible where Third Party Suppliers give little or no notice. Adjusted Fees will be shown at point of sale.
10.6 Fee Review: Without limiting clause 10.5, Company may increase Fees by giving reasonable advance written notice. Adjusted Fees will be shown at point of sale.
10.7 Termination: If you object to any increase to Fees under clauses 10.5 or 10.6, you may terminate this Agreement immediately by written notice within 60 days of the change taking effect. You may also simply stop using your Courtny.ai Account without formal notice (Subject to clause 16.4)
10.8 Cancelled Orders: Company may retain or charge the Fees on cancelled orders, or NIL results where Company has reasonably incurred costs, or Authority Fees. Any Refund is assessed based on its own merits and requires the relevant Third Party Supplier to refund the applicable Authority Fee.
10.9 Disputes: Paying an Invoice does not waive Your right to dispute it.
10.10 Interest: Interest accrues on overdue undisputed Fees at a rate equal to the lower of (a) 18% per annum or (b) the highest rate per annum allowed by applicable law.
10.11 Payment Default: You acknowledge and agree that:
(a) If you have a history of late payment Company may require conversion to direct debit with payment to be automatically deducted on the date of the Invoice.
(b) If any Fees are unpaid for more than 30 days from the due date, then Company may:
(i) terminate this Agreement and close your account immediately; and
(ii) transfer the right to receive, recover, or pursue such amounts to a third party and You will be liable for any associated recovery costs;
(c) Company, notify a commercial credit reporting agency when:
(i) the amount exceeds $150.00;
(ii) any Fee is not paid within sixty (60) days from the due date;
(iii) Company has requested payment either in person (for example by phone call) or by notice in writing and provided You with notice of Company's intent to notify the credit reporting agency if such payment is not received; and
(iv) Otherwise permitted by applicable Laws.
11. Taxes
11.1 You will be responsible and you will reimburse us for any taxes which Company may be required to pay or collect under any applicable law in connection with the Courtny.ai Product, and any such amounts paid by Company will be charged to your account and you will pay such amounts in accordance with this Agreement.
12. Warranties, Acknowledgements, and Exclusions
12.1 Mutual Warranties: Each Party warrants on a continuing basis that:
(a) It has full corporate power and authority to enter into and perform this Agreement;
(b) Executing and performing this Agreement does not breach any contractual, legal, or other obligations that apply to it; and
(c) It is lawfully able to grant any relevant licenses to the other Party as provided for under this Agreement.
12.2 Company Warranties: Company warrants that:
(a) It will not knowingly introduce any errors, faults, or other imperfections to the Courtny.ai Product;
(b) The supply of the Courtny.ai Product for the Permitted Purpose:
(i) is not contrary to any applicable Laws as they relate to Company; and
(ii) will not infringe any third party copyright.
12.3 Client Warranties: You warrant that:
(a) The Client Data disclosed by or behalf of You to Company in connection with this Agreement:
(i) will not infringe any applicable Laws;
(ii) will not infringe the copyright or other Intellectual Property Rights of any third party;
(iii) You have obtained tor will obtain (prior to disclosure to Company) all required and necessary consents and authorizations for Company to collect, use, hold, process, and disclose the Client Data in accordance with this Agreement; and
(b) You shall use the Courtny.ai Product in compliance with this Agreement and applicable Laws.
12.4 Client Acknowledgements: Except to the extent the following warranties cannot be excluded by Law, You acknowledge and agree that, to the fullest extent permitted by Law:
(a) the warranties set out in clauses 12.1 and 12.2 are in lieu of any other warranties by Company, express or implied;
(b) Courtny.ai Product is provided on an "as-is" and "as available" basis and all terms, warranties, representations, and conditions are expressly excluded, and Company expressly disclaims all express or implied terms, warranties, representations, and conditions in respect of the Courtny.ai Product, including that the Courtny.ai Product will be merchantable, will be non-infringing, will meet Your requirements; are fit or suitable for Your intended purpose or use; will be compatible with, or suitable for use with, Your own software or applications; will be error-free, correct, accurate, complete, reliable, secure, current, up-to-date or otherwise, or that the statistical methodology on which any of the Courtny.ai Product is derived use appropriate or accurate assumptions;
(c) Company does not provide any legal advice or legal services, accounting or other professional services advice by providing You access to the Courtny.ai Product;
(d) You are solely responsible for ensuring that the Courtny.ai Product meets Your needs; and
(e) links, integrations, or connections to third-party websites, applications, or other services do not imply review or endorsement by us. You and Your End User client access them at your own risk.
12.5 Remedies: If Company breaches: (i) clause 12.2; (ii) any warranties implied by Law; or (iii) any warranties that cannot be excluded by Law, then Company's liability is, at its election, limited to:
(a) using commercially reasonable efforts to modify, correct or provide access to the relevant Courtny.ai Product;
(b) re-supplying the Courtny.ai Product to You;
(c) reimbursing to You the relevant Fees paid by You (where applicable) for the provision of the Courtny.ai Product; and/or
(d) waiving payment of any Fees for the re-supply of the Courtny.ai Product to You.
13. Indemnities
13.1 Indemnities: Subject to clause 14.2, the Party giving the indemnity (Indemnifying Party) indemnifies the other Party against any third party Claims (including any reasonable legal costs) reasonably incurred and arising directly from:
(a) the Indemnifying Party's infringement of any person's Intellectual Property Rights or misuse of Confidential Information in connection with this Agreement;
(b) where You are the Indemnifying Party, any breach of clause 4 (Access, License, & Restrictions) or clause 18 (Intellectual Property Rights);
(c) any grossly negligent, willful, criminal, or fraudulent act or omission by the Indemnifying Party or its Representatives in breach of this Agreement; or
(d) any personal injury or death or property damage caused by the negligent acts or omissions by the Indemnifying Party or its Representatives in connection with this Agreement.
13.2 Third Party Claims: Where clause 13.1 applies and the Claim is a Claim made by a third party against You:
(a) Company reserves the right to defend the Claim (or any Losses claimed, as may be applicable); and
(b) where Company exercises this right, You must:
(i) give Company sole control of the defense and settlement (except that Company may not settle without unconditionally releasing you from all liability);
(ii) provide all reasonable assistance Company requests (and Company will cover Your reasonable third party costs of doing so); and
(iii) take all reasonable steps to mitigate Your Losses in respect of any such Claim.
14. Limitation of Liability
14.1 Liability Cap: Subject to this clause 14 and to the extent permitted by Law, each Party's maximum aggregate liability for all and any Claims or Losses under of in connection with this Agreement (including in equity, contract, tort, or negligence and excluding the obligation to pay Fees) arising directly or indirectly will be limited to the total amount of Fees actually paid to Company by You under this Agreement solely within the 12 months immediately preceding the date of any such Claim or Loss.
14.2 Liability under the Indemnity: Subject to this clause 14 and to the extent permitted by Law, each Party's maximum aggregate liability for all and any Claims or Losses arising from:
(a) except as provided under (b) below, (i) the indemnities under clauses 13.1(a) and 13.1(b) and any other indemnity granted under this Agreement, and (ii) any Losses suffered by Company from any breach of clauses 4, 19, or 21 by You or Your Representatives, will be limited per Claim and in the annual aggregate to the Indemnity Cap; and
(b) the indemnities under clauses 13.1(c) or 13.1(d); the obligation to pay Fees; or any other liability which may not be limited or excluded at Law, will not be limited.
14.3 Consequential Loss: To the maximum extent permitted by Law (but excluding events under clause 13.1), neither Party will be liable to the other Party for any Consequential Loss arising out of or in connection with this Agreement.
14.4 Contributory Acts: To the extent permitted by Law, a Party's liability to the other Party in connection with this Agreement (including under an indemnity) will be reduced proportionately by the extent to which the acts or omissions of the other Party or any of its Affiliates caused or contributed to the relevant Loss or Claim suffered or incurred by the first Party.
14.5 Mitigation: Each Party must take all reasonable steps to mitigate its Losses arising in connection with this Agreement (including under an indemnity).
14.6 General Exclusions: Notwithstanding any other term of this Agreement, Company has no liability for any Loss or Claim caused directly or indirectly by:
(a) the failure by You to comply with any Laws governing the conduct of Your business;
(b) the inability of You, Your Representatives, Affiliates, or any Permitted User to access or use the Courtny.ai Product for any reason;
(c) a failure by You, Your Representatives, Affiliates, or any Permitted User to comply with Your Client Obligations under this Agreement;
(d) the acts or omissions of any person not within Company's reasonable control;
(e) equipment, data, Client Data or services supplied to Company by You or any third party not within Company's reasonable control;
(f) the Third Party Products, Third Party Suppliers, Third Party Supplier websites, or any linked or integrated third party websites, content, services or applications; or
(g) a Force Majeure Event.
14.7 Survival of Clause: This clause 14 is intended to survive the termination of this Agreement.
Relationship Governance
15. Suspension of Access
15.1 Suspension: Company may suspend this Agreement (in whole or in respect of the Courtny.ai Product) by written notice where
(a) it is directed to do so by a Third Party Supplier;
(b) Company becomes aware of, or reasonably suspects that, You are in breach of the Third Party Terms;
(c) Company becomes aware of, or reasonably suspects that, You are in breach of clause 21.2 (Client Security Measures); or
(d) as otherwise specified under this Agreement.
15.2 Notice and resumption: Company will use reasonable commercial endeavours to:
(a) provide as much notice as practical; and
(b) restore suspended services once the relevant issue referenced out in clause 15.1 has been rescinded or resolved.
16. Termination
16.1 Termination for Convenience: Either Party may terminate this Agreement by providing at least 30 days' written notice.
16.2 Termination for Material Breach: Either Party may terminate or suspend this Agreement immediately by written notice if the other Party:
(a) commits a material breach that cannot be remedied;
(b) commits a material breach capable of remedy and fails to remedy it within 10 Business Days of written notice, or commits multiple or recurring breaches which in aggregate amount to a material breach;
(c) suffers an Insolvency Event; or
(d) does anything that materially damages or is likely to materially damage the reputation of any relevant brand of the other Party.
16.3 Termination or suspension for non-payment: Company may terminate or suspend this Agreement immediately if You owe undisputed amounts outstanding for more than 30 days, after written demand.
16.4 Termination or suspension for non-use: Company may suspend or terminate Your account if Your Account is unused for 2 or more years.
16.5 Termination for conduct: Company aims to treat all clients with courtesy and respect. In turn, Company expects clients to adhere to the same standards when dealing with Company staff. Company may terminate this Agreement upon immediate written notice to You where, in the reasonable opinion of Company, behaviour by You or any of Your Representatives constitutes unacceptable conduct, including harassment or abuse of any kind (whether verbal, physical or written), towards a Company Representative.
17. Consequences of Termination
17.1 Obligations: Upon termination or expiry of this Agreement:
(a) You must immediately cease using all the Courtny.ai Product and any other Courtny Materials in Your possession or control;
(b) You must pay all outstanding Fees for the Courtny.ai Product provided before the termination date;
(c) Company must immediately cease using any Client Data and Your Intellectual Property Rights (but excluding any Third Party Product);
(d) each Party must promptly securely and permanently delete or destroy the others Party's Materials and Confidential Information in its possession or control, except to the extent:
(i) required by Law or under any legally binding order or rule of any regulator or stock exchange;
(ii) required for accounting, corporate governance, or regulatory purposes;
(iii) the materials are stored in an archived backup of the respective Party's relevant software (or other server environment);
(iv) the materials are the subject of an unexpired licence granted under this Agreement;
(Retained Information).
17.2 The Retained Information must be:
(a) kept confidential in accordance with clause 19 of this Agreement;
(b) not used for any purpose other than as permitted under clause 17.1(d) above; and
(c) permanently deleted and destroyed in accordance with this Agreement once no longer required for the purpose specified under clause 17.1(d) above.
18. Intellectual Property Rights
18.1 Courtny.ai IP: You acknowledge and agree that:
(a) all Rights, title, and interests (including all Intellectual Property Rights) in the Courtny Materials (including any Modifications) are owned by and vest in, Company, its Affiliates, or Third Party Suppliers on creation; and
(b) except for any rights expressly granted under this Agreement, You do not acquire any Right, title, interest, or any Intellectual Property Rights to the Courtny Materials through this Agreement.
18.2 Client Data: You own all Rights, title, and interests (including all Intellectual Property Rights) in the Client Data.
18.3 Derivative Works: Where You are authorized to create new works using the Courtny Materials (Derivative Work), then, unless otherwise specified:
(a) subject to Company's underlying ownership of the Courtny Materials, the Client owns the Derivative Work upon creation; and
(b) for clarity, in respect of the Courtny Materials incorporated into such Derivative Works;
(i) Company's (or its Affiliates or Third Party Suppliers) owns and continues to own all Rights, title, and interests (including all Intellectual Property Rights) to those Courtny Materials; and
(ii) the Courtny Materials subsisting in a Derivative Work are subject to the license granted under clause 4.2 and this Agreement.
19. Confidentiality
19.1 Mutual obligations of confidence: Subject to clause 19.2, the Recipient must:
(a) keep the Confidential Information strictly confidential;
(b) not use, modify, reproduce or exploit the Confidential Information for any purpose other than as expressly permitted under this Agreement;
(c) not transfer or disclose Confidential Information to any person other than as expressly permitted under this Agreement;
(d) ensure that it's Representatives and Affiliates comply with the Recipient's obligations as set out in this Agreement; and
(e) establish and maintain effective security measures no less stringent than those it uses to protect it's own Confidential Information to protect the Discloser's Confidential Information in the Recipient's possession or control (or in the possession or control of any of its Representatives or Affiliates) from loss, theft, or unauthorized access, use, copying, modification, destruction, or disclosure.
19.2 Permitted use and disclosure: Notwithstanding clause 19.1 and subject to clause 19.3 the Recipient may disclose Confidential Information to:
(a) its Representatives, limited to the extent necessary to perform the Recipient's obligations or exercise its rights under this Agreement;
(b) to its professional advisors, to obtain legal or other professional advice in relation to matters arising under or in connection with this Agreement;
(c) the extent required to comply with any Law, binding directive of a Regulator or a court order;
(d) to the extent required to do so in connection with legal proceedings relating to this Agreement;
(e) to the extent required under the listing rules of an applicable securities exchange or to facilitate an initial public offering or listing on that securities exchange; or
(f) as otherwise agreed in writing by the Parties.
19.3 Conditions of Disclosure: Before using or disclosing the Confidential Information under clause 19.2, the Recipient must:
(a) promptly notify the Discloser in writing if disclosure may be required under clause 19.2(c) or 19.2(d) to give the Discloser an opportunity to prevent the disclosure, to obtain a protective order or other remedy;
(b) limit the disclosure of any Confidential Information permitted under clause 19.2 to the minimum extent necessary to satisfy the purpose of the disclosure; and
(c) take all reasonable and lawful steps to preserve its confidentiality and, to the extent possible, ensure that any Confidential Information disclosed under clause 19.2 is subject to equivalent confidentiality obligations to this Agreement.
19.4 Acknowledgements: The Parties acknowledge and agree that the other Party's Confidential Information is commercially sensitive, proprietary and valuable to the other Party and, in respect of any breach or threatened breach by a Party or any of its Representatives or Affiliates of its obligations under this Agreement (including those contained in this clause 19):
(a) damages may not be available, or if they are, they may not be an adequate remedy for the other Party;
(b) the other Party is entitled to seek injunctive relief as a remedy, in addition to any other remedies available at Law.
19.5 Survival: All obligations of confidence set out in this clause 19 are intended to continue in full force and effect even after the termination of this Agreement.
20. Privacy
20.1 Privacy Policy: In addition to these General Terms, our Privacy Policy sets out how we process Your Personal Information that You, Your Representatives or Your End Users disclose to Company.
20.2 Compliance with Privacy Laws: Each Party and its Representatives must comply with all Privacy Laws in connection with any Personal Information collected, used, disclosed, stored or received in connection with this Agreement.
20.3 Disclosure of Personal Information: Each Party warrants that any Personal Information it or it's Representatives disclose under this Agreement will be and has been collected, used, processed, held and disclosed in accordance with applicable Privacy Laws.
20.4 Receipt of Personal Information: The Recipient of Personal Information must (and must ensure that its Representatives):
(a) not collect, use, disclose, store, transfer or handle the Personal Information except in accordance with applicable Privacy Laws, the Permitted Purpose and strictly for the purpose of performing its obligations and exercising its rights under this Agreement, or as otherwise required by Law;
(b) take all reasonable steps to protect it from misuse, Loss, unauthorised access, modification or disclosure;
(c) take all reasonable steps to destroy or permanently de-identify it upon the earlier of the expiry or termination of this Agreement or when it is no longer needed for a purpose connected with this Agreement;
(d) notify the Discloser in writing, without undue delay and within no more than 72 hours after becoming aware of any:
(i) compliance notice or other request issued by a relevant Regulator; or
(ii) breach of this clause 20 or any applicable Privacy Law.
20.5 Notification of Data Breach: Where a Party has reasonable grounds to suspect a Notifiable Data Breach has occurred, that Party will:
(a) notify the other Party in writing including all relevant details without undue delay and no later than 72 hours after becoming aware;
(b) co-operate with the other Party to investigate the suspected Notifiable Data Breach;
(c) take all reasonable steps to mitigate the impact of the Notifiable Data Breach and prevent recurrence;
(d) co-operate in good faith to minimise reputational damage, including liaising on communications with the Regulator, affected individuals and any other impacted third parties; and
(e) co-operate in good faith with the other Party to prepare and submit notifications to the applicable Regulator and affected individuals and provide other assistance as reasonably required to support the other Party in its compliance with Privacy Laws.
20.6 Survival of Clause: This clause 20 survives the termination of this Agreement.
21. Data Protection & Security
21.1 Security Standards: Each Party must maintain security controls for the systems it operates in connection with this Agreement that:
(a) ensure materials provided under this Agreement do not contain publicly known Malware; and
(b) protect Client Data stored, handled or processed from accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access.
21.2 Client Security Measures: In addition to clause 21.1, You must:
(a) ensure that no Unauthorised Person can access or use the Courtny.ai Product for a Non-Permitted Purpose.
(b) not circumvent or violate any security measures Company uses for the Courtny Environment; or
(c) not scan or test the vulnerability of the Courtny Environment or breach Company's security or authentication procedures.
21.3 User Credentials: You acknowledge and agree that:
(a) Company may update User Credentials to protect the security of the Courtny.ai Product.
(b) You must, and must ensure each Permitted User:
(i) protect User Credentials from theft, loss or unauthorised use and keep them confidential under clause 19; and
(ii) not disclose or allow User Credentials to be used by any person other than an authorised Permitted User (Unauthorised Person).
(c) You are solely responsible for all use of your User Credentials, including by any Unauthorised Person. Company may rely on any order placed using your User Credentials.
Compliance & General Details
22. Audit Rights
22.1 Client Obligation: You must maintain all financial, operational, technical, and other records relating to your use of the Courtny.ai Product and your compliance with this Agreement (Client Records). Client Record must be complete, up to date and kept in a manner that permits audit for at least 7 years after termination or expiry.
22.2 Notice of Audit: No more than once per 12 months (unless Company reasonably suspects a breach), Company may request an audit of Client Records by giving at least 5 Business Days' written notice.
22.3 Conduct of Audit: If an audit is requested, you must:
(a) answer all questions to the best of Your knowledge and belief;
(b) provide copies of or access to the Client Records; and
(c) provide all reasonable cooperation and assistance to Company as reasonably necessary to facilitate the conduct of the audit.
22.4 Treatment of Records: Company must keep all Client Records and other Confidential Information accessed during an audit strictly confidential.
22.5 Third Party Suppliers: You acknowledge and agree that:
(a) You must comply with any reasonable Third Party Supplier audit request exercised through Company under this clause;
(b) the Third Party Supplier may appoint Company to conduct an audit or inspection of the Client Records on its behalf;
(c) Subject to clause 23.4, Company may provide to a Third Party Supplier any relevant Client Records discovered by Company or otherwise reasonably requested by a Third Party Supplier; and
(d) except where it would cause You to breach any applicable Laws, You must take reasonable steps to ensure that You do not disclose or advertise that a Third Party Supplier has conducted an audit in respect of this Agreement.
22.6 Survival of Clause: This clause 23 survives termination of this Agreement.
23. General
23.1 Force Majeure: Neither Party is liable for any failure or delay in performing their obligations if the failure or delay results from an event of Force Majeure and such affected obligations will be suspended until the passing of that Force Majeure event.
23.2 Notices: Company will provide notices to You by sending an email to the primary account contact. You will provide notices under this Agreement to Us by sending an email to the Email Address provided to us. Notice is effective on sending. You are responsible for keeping Your email address current.
23.3 Assignment: Neither Party may assign any of its rights or obligations, without the other's prior written consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns.
23.4 Costs: Each Party may pay its own costs in relation to preparing, negotiating, and executing this Agreement and any document related to this Agreement.
23.5 Entire Agreement: This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, negotiations, representations, and understandings.
23.6 Further Acts: Each Party must promptly execute all documents and do all things reasonably requested by the other to give effect to this Agreement and all transactions incidental to it.
23.7 No agency or partnership: Except as specifically provided in this Agreement or by express written agreement between the Parties, the relationship between the Parties is that of principal and independent contractor and no Party is an agent, Representative, partner, employee/employer, fiduciary or joint venturer of any other Party.
23.8 No authority to act: Except as expressly provided in this Agreement or agreed in writing between the Parties, neither Party has authority to act for, bind, assume obligations on behalf of, or pledge the credit of the other Party.
23.9 Severability: If a clause or part of a clause of this Agreement is illegal, unenforceable, or invalid, but can also be read in a way that makes it legal, enforceable, and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Agreement, but the rest of this Agreement is not affected.
23.10 Variation: Any variation to this Agreement must be in writing and accepted by the Parties. This acceptance includes:
(a) electronic acceptance such as by clicking "I agree" (or similar) upon notification of any variation to the terms of this Agreement; and
(b) continued use of the Courtny.ai Product after written notification.
23.11 Waiver: The fact that a Party fails to do, or delays in doing, something the Party is entitled to do under this Agreement, does not amount to a waiver of any obligation of, or breach of obligation by, another Party. A waiver by a Party is only effective if it is in writing and signed by the Party. A written waiver by a Party is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
23.12 Accrued Rights: Termination or expiry of this Agreement will not act as a waiver of any breach or other accrued Rights arising in connection with this Agreement; and will not act as a release of either Party from any accrued obligations under this Agreement.
23.13 Governing law and jurisdiction: This Agreement is governed by the laws of California. The Parties submit to the non-exclusive jurisdiction of its federal and state courts. The Parties will not object to the exercise of jurisdiction by those courts on any basis.
24. Definitions and Interpretation
24.1 Definitions
The following definitions apply in this Agreement, unless context otherwise requires:
Affiliate means, with respect to a Party, an entity or individual that directly or indirectly controls, is controlled by, or is under direct or common control with, that Party.
AI Services has the meaning given under clause 8.1.
Authority Fee means the fees and charges payable by Company to Third Party Suppliers for Third Party Products.
Business Day means a day other than a Saturday, Sunday, or federal holiday in that place (and if no place is specified, in California).
Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit, or demand of any nature whatsoever arising and whether present or future, fixed or unascertained, actual or contingent whether arising in contract (including under an indemnity), tort (including negligence), statute, equity, at Law or otherwise.
Client Data means any data, information, text, context, or other materials (including Matter Data, Personal Information and Confidential Information) which is supplied to Company or its Affiliates by You or Your Representatives in connection with this Agreement; but for clarity, does not include: any Courtny Materials supplied to You in connection with this Agreement; any materials already held by Company prior to any supply by You to Company; any material that independently comes into the possession of Company (other than through You or Your Representatives); and any metadata generated by Company in the operation of the Courtny Environment or provision of the Courtny.ai Product.
Client Obligations means the obligations set out in clause 9.2.
Commencement Date has the meaning given to that term under clause 1.2.
Confidential Information means any information (in any form) directly or indirectly disclosed by the Discloser to the Recipient (regardless of whether identified as such or not) and includes:
(a) the terms of this Agreement and the commercial arrangements between the Parties;
(b) any information that the other Party knows, or ought to know, is confidential to the Discloser;
(c) the Discloser's Intellectual Property Rights and Personal Information and any Intellectual Property Rights of third party suppliers or Third Party Suppliers to Company (or their Affiliates);
(d) trade secrets, know-how, specifications, inventions, processes or initiatives which are of a confidential nature;
(e) in relation to Company, the Courtny Materials; and
(f) in relation to You, any Client Data,
but does not include any information (other than Personal Information) to the extent which:
(g) it is in, or becomes part of, the public domain other than through breach of this Agreement or an obligation of confidence owed to the Discloser;
(h) the Recipient can prove by contemporaneous written documentation:
(i) it was already known to it at the time of disclosure by the Discloser;
(ii) it was independently developed by the Recipient without reference to the Confidential Information of the Discloser; or
(iii) the Recipient acquired it from a source other than the Discloser or any of its Representatives, where such a source is entitled to disclose it on a non-confidential basis.
Consequential Loss means Losses that are special, indirect, incidental, punitive or consequential, including: loss of revenue, loss of profits or savings, loss of opportunity, loss or damage to or corruption of data, loss of goodwill, loss of reputation, whether arising in equity, for breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise; and where such Losses may not reasonably be considered as arising naturally or directly from the event by which they are caused.
Consumer Law means the Federal Trade Commission Act, the California Consumer Privacy Act, California Unfair Competition Law, and any other relevant state or federal consumer protection laws.
Data Breach means the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to:
(a) where You are the Recipient, the Courtny Materials transmitted, stored, or otherwise processed by You in connection with this Agreement; or
(b) where Company is the Recipient, Client Data transmitted, stored or otherwise processed by Company in connection with this Agreement.
Derivative Work means a new original work or other works or materials created by You based wholly or partly upon (whether by using, incorporating, adapting, altering, modifying, or other nature) the Courtny Materials.
Direct Marketing means the use and/or disclosure of Personal Information to identify, target, segment, or filter and then directly communicate to an identified individual or group of individuals for the purposes of marketing or promoting goods and/or services (whether or not addressed to that individual by name) by any means and includes, telemarketing, email, SMS, targeted online advertising (including Facebook and Google Ads), mail or flyer drops and list brokering.
Discloser means the Party disclosing Confidential Information and/or Personal Information (as applicable) to the other Party (or its Representatives) in connection with this Agreement.
Documentation means the whole and any part of guides, manuals, user instructions, and written specifications regarding the Courtny.ai Product and any marketing material regarding the Courtny.ai Product.
End User means Your clients by whom You have been engaged to provide professional, legal, transactional, or advisory services on a one-to-one basis.
Fees means the fees charged by Company for the Courtny.ai Product (as varied from time to time in accordance with this Agreement) and includes the Authority Fees.
Force Majeure means any circumstances, acts, or omissions beyond a Party's control including strikes or industrial disputes, acts of God, epidemics and pandemics, acts of government, declared states of emergency, refusal of license, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, fire, explosion, floods, cyclone, tsunami, or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism, or civil disturbance, or impossibility of obtaining material and/or data.
Indemnity Cap means $1,000,000 USD.
Invoice means an invoice generated by Company that specifies the amounts due, the applicable fees or charges, the billing period covered, and any taxes or other amounts payable under this Agreement.
Courtny Account means your online account and storage facility accessed via the Courtny.ai website, and can be used by you to order filings and upload Matter Data.
Courtny Environment means any hardware, software, information, networks, systems, databases, or other technology solutions owned or controlled by Company (in the ordinary course of operating its business), including the Courtny.ai Product.
Courtny Materials means all materials, data, information, works, Rights and Intellectual Property Rights held, owned or licensed by Company or its Affiliates (current or future) in the usual course of business including any Third Party Product, Company Confidential Information, Courtny.ai Product, the Courtny Environment, Documentation, and any metadata or aggregated machine learning results generated by Company in the operation of the Courtny Environment or supply of the Courtny.ai Product and any other material accessed by You in the use of the Courtny.ai Product, and includes all Modifications to those materials.
Courtny.ai Product means (i) the product, service, data, information, statistics, analytics, results, reports, images, Property Attributes and Third Party Products that are compiled, incorporated into, created, produced, collected, held, or acquired by Company or its Affiliates and licensed or supplied to You (or Your Representatives) by or on behalf of Company under this Agreement and (ii) the web-based online platform owned and hosted by Company and which may be accessed by Your Permitted Users for the purposes of ordering products provided by Company or its Affiliates and includes the systems available at Courtny.ai website.
Insolvency Event means the occurrence of any one or more of the following events in relation to a Party: (a) it stops or suspends or threatens to stop or suspend payment of all or a class of its debts or otherwise becomes Insolvent; (b) it has bankruptcy proceedings commenced, a resolution passed or proposed in a Notice of meeting, an application to, or order of, a court made or other steps taken against or in respect of it (other than frivolous or vexatious applications, proceedings, Notices, or steps) for its winding up, deregistration or dissolution for it to enter an arrangement, compromise, composition with, or assignment for the benefit of its creditors, a class of them or any of them, or take any comparable action under the United States Bankruptcy Code.
Intellectual Property Rights means all industrial and intellectual property rights throughout the world protected or recognized at Law and includes all current and future registered or unregistered rights relating to:
(a) trademarks, trade or business names, domain names, service marks, logos, or other proprietary design;
(b) rights associated with works of authorship, including copyright works, Moral Rights, publicity rights, personality rights;
(c) patents, trade secrets, know-how, inventions, and discoveries;
(d) databases, software, algorithms, circuit layouts, designs;
(e) all other intellectual and industrial property of every kind and nature, however, designated, whether arising by operation of law, contract, license, or otherwise, including as defined in article 2 of the convention establishing the World Intellectual Property Organization 1967; and
(f) any current or future application or right to apply for the registration of any of the rights referred to in paragraph 25.1(a)-25.1(f) above, including current or future renewals, extensions, continuations, divisions, reissues, or amendments.
Law means all applicable common law, principles of equity, legislation, statutes, and regulations (and consolidations, amendments, re-enactments or replacements of any of them) in the Territory or any other applicable jurisdiction.
Loss means all liabilities, losses, damages, outgoings, costs and expenses including reasonable legal costs (on a solicitor-client basis) and any penalties or fines imposed by a regulatory authority.
Malware means malicious software code, programming instruction, or including any thing or device that may damage, disrupt, overload, disable, adversely affect or modify the operation of any computer hardware, software or code including to shut down or deny users access to all or any part of a relevant system or environment; or otherwise impair the reliability of any information held on a relevant system or environment (whether by re-arranging, altering or erasing data in whole or in part or otherwise), and includes Trojan horses, viruses, bots, bugs, spyware, file corruption, worms, logic bombs, backdoors, disabling code, key-loggers, ransomware, hijackers, rootkit and other similar things.
Matter Data has the meaning given under clause 8.2(a).
Modifications means all enhancements, modifications, updates, improvements, configurations and derivative works relating to or in connection with the Courtny Materials.
Moral Rights means any moral rights including the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being "droit moral" or other analogous rights arising under any statute or any applicable Law), that exist or that may come to exist, anywhere in the world.
Non-Permitted Purpose has the meaning set out at clause 4.5(a) and any other restriction on use specified in the Third Party Terms.
Notifiable Data Breach means a Data Breach or any other data breach that is notifiable to a Regulator under applicable Privacy Laws in respect of Personal Information which is disclosed to or received by a Party under or in connection with this Agreement.
Party means a party to this Agreement and Parties means both of them.
Permitted Purpose means, subject always to any limitations set out in these General Terms:
(a) for the purposes of ordering and accessing the Courtny.ai Product; and
(b) Your internal business purposes in connection with the preparation of and provision of professional advisory or legal services to Your End User clients, including the provision of a Derivative Work; and
(c) the meaning set out in any relevant Third Party Terms (as applicable).
Permitted User means Your Representatives who:
(a) are required by You to access the Courtny.ai Product but only to the extent needed to enable You to achieve the Permitted Purpose; or
(b) have been allocated User Credentials to access the Courtny.ai Product in accordance with this Agreement;
Personal Information means any 'personal information' or 'personal data' as that term is defined in applicable Privacy Laws and which is disclosed by or on behalf of the Discloser to the Recipient or its Representatives under this Agreement.
Personnel means employees, agents, independent personal services contractors, or any other staff or personnel acting on behalf of or at the direction of the relevant Party.
Privacy Laws means all relevant or applicable privacy or data protection laws relating to the collection, use, processing, disclosure, storage, or granting of access to the Personal Information applicable to the relevant Party and includes (only to the extent the relevant Parties are subject to it or required to comply with it under this Agreement) the California Consumer Privacy Act, and any other applicable state or federal acts and regulations.
Privacy Policy means the privacy policy located on the Courtny.ai website.
Recipient means the Party in possession or control of Confidential Information and/or Personal Information (as applicable) disclosed to it by the other Party (or its Representatives) in connection with this Agreement.
Regulator means any third-party state or federal body or agency having regulatory or supervisory authority over any part of the business or affairs of the relevant Party through the operation of applicable Laws.
Representative means a Party and any of its Personnel, officers, directors, contractors and subcontractors, associates, representatives and any other person who acts for or on behalf of that Party.
Right includes a legal, equitable, contractual, statutory or other right, power, authority, benefit, privilege, remedy, discretion or cause of action.
Service Fees means the Fees listed at checkout for the Courtny.ai Product (as varied from time to time in accordance with this Agreement), excluding the Authority Fees.
Tax means the applicable state and local sales tax.
Term has the meaning given under clause 2.1.
Third Party Product means data, information, reports, images, plans, documents or other materials of any nature which is supplied to, collected, licensed or acquired by Company and which Company uses, licenses, resells or otherwise exploits for commercial purposes, including by compiling or incorporating within the Courtny.ai Product (in whole or in part).
Third Party Supplier means any entity, government department, agency or other organisation from which Company or any of its Affiliates licenses the Third Party Product.
Third Party Terms means conditions, restraints, disclaimers or limitations (as required by Third Party Suppliers) applicable to certain Third Party Product that are provided or licensed by Third Party Suppliers and made available to You by Company and are either:
(a) presented to You for acceptance at the point of sale;
(b) located on the Courtny.ai Website and as updated by Company from time to time and notified to You in writing in accordance with clause 6.1(d); or
(c) agreed directly between You and the Third Party Supplier.
User Credentials means any usernames, passwords, tokens and other authentication credentials for use by a Permitted User for the purpose of accessing and using the Courtny.ai Product.
24.2 Interpretation
In this Agreement, unless the context otherwise requires:
(a) headings are inserted for convenience only and do not affect the interpretation of this Agreement;
(b) if the day on which any act, matter or thing is to be done under this Agreement is not a Business Day in the place where the act, matter or thing is to be done, the act, matter or thing must be done on the next Business Day in that place;
(c) a reference to monetary amounts means the lawful currency of United States;
(d) a reference to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision;
(e) a reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced;
(f) a reference to a clause, part, schedule, module, exhibit or attachment is a reference to a clause, part, schedule, module, exhibit or attachment of or to this Agreement;
(g) an expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency;
(h) a reference to any government department or agency includes any successor of that department or agency;
(i) where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning;
(j) a word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders;
(k) references to the words 'include', 'includes' or 'including' are to be construed without limitation;
(l) references to writing include printing, typing, facsimile and other means of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, in English;
(m) a reference to this Agreement includes the agreement recorded in this Agreement;
(n) any schedules and attachments form part of this Agreement.