Terms of Use

Last modified August 10, 2021

1. Introductions and Definitions

Welcome to the Practice Ignition Website and Services. We are confident that you will find our Services useful. These Terms of Use (the “TOU”) cover several different situations, so please refer to the following definitions for clarification: “Client” refers to a client of a User of the Services. An “Active Client” is a Client who has accepted a Proposal through the Services, and may be making a payment of “Professional Services Fees” to a User via the Services.      

“Practice Ignition” refers to Practice Ignition Pty Ltd, a proprietary limited company headquartered in Australia at the address listed below. Where the present TOU refer to “Practice Ignition”, they may refer to Practice Ignition Pty Ltd and its subsidiaries and affiliates, and / or their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “Representatives”), depending on the context. Any reference to “we”, “our”, or “us” in these TOU refers to Practice Ignition.      

“Proposal” refers to a proposal for accounting or other professional services (“Professional Services”) that a Logged-In User has created through the Services to send to a Client.       

“Services” refers to the software services accessed through the Website that Practice Ignition has developed and / or licensed that allow you to create Proposals, send invoices to Clients, receive payments from Clients, and various related functionalities. You may purchase a “Subscription” to use the Services.       

“User” refers to the individual who has created an account to use the Services for their own benefit and / or on behalf of a company, partnership, association or other legal entity (a “Legal Entity”). When a User has created an account to use the Services and is logged in, they may be referred to in these TOU as a “Logged-in User”. The Legal Entity that the User is representing may be referred to in these TOU as a “Professional Services Provider”.       

“Website” is the website located at https://www.practiceignition.com which is owned and operated by Practice Ignition, and includes all subdomains and subpages, present and future. Without limiting the generality of the foregoing, Website includes the subdomain https://app.practiceignition.com where the Services are accessed by a Logged-in User.       

Please note that in these TOU, anyone (including but not limited to Users and Clients) interacting with the Website or Services may be referred to as “you” and “your”.      

Additional definitions shall be made throughout these TOU, but they will be recognizable as they will be capitalized, bolded, and in quotation marks. The definitions found in these TOU shall also apply to our Privacy Policy.       
 

2. Acceptance and Modifications

By interacting with the Services in any way including but not limited to: (i) clicking or tapping the acceptance button upon signing up for an account or a Subscription; or (ii) accepting a Proposal or making a payment through the Services if you are a Client, you hereby accept to be bound by these Terms of Use (“TOU”) without any reservations, modifications, additions or deletions.  If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Services. The TOU are a legal and binding agreement between you and us.       

If you are using the Services and accepting or agreeing to these TOU on behalf of Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to these TOU and, in such event, "you" and "your" will refer and apply to that Legal Entity, as applicable.      

Practice Ignition reserves the right, at any time and without prior notice, to modify or replace any of these TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Website or Services following the posting of any changes to the TOU constitutes acceptance of those changes. If there are any significant changes to the TOU that materially affect our relationship with you, we will use commercially reasonable efforts to notify you by sending a notice to the primary email address specified in your account, by posting a prominent notice when you log in to the Services for the first time following those changes, or by posting a prominent notice in the Services and / or on the Website.       

These TOU should be read in conjunction with the Privacy Policy, as both of these documents govern your use of the Website and Services.      
 

3. Contacting Us 

If you have any questions about these TOU, please contact us at:      
Practice Ignition Legal Services      
[email protected]       

or:      

Practice Ignition Legal Services      
Level 7, 54-66 Wentworth Ave      
Surry Hills      
NSW 2010      
Australia      

If you have any questions regarding the Services themselves, please contact us at [email protected] or visit the support portal at https://support.practiceignition.com when you are a Logged-in User (which you can also find within your dashboard when you are logged in).       
 

4. General Code of Conduct for Use of the Website and Services 

In addition to the more specific rules found elsewhere in these TOU, you agree that by interacting with the Website or Services in any way, you will:

1. Not use the Website or Services in any manner that in any way violates these TOU or any other applicable policy posted on the Website or in the Services by Practice Ignition;
2. Not use the Website or Services in any manner that violates any intellectual property rights of Practice Ignition or any third party;
3. Not use the Website or Services in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
4. Not use the Website or Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to Practice Ignition or a third party, or to damage or obtain unauthorized access to any system, data, password or other information (whether personal data or not) of Practice Ignition, other Services Users, or any other third party;
5. Not: (1) take any action that imposes or may impose (as determined by Practice Ignition in its sole discretion) an unreasonable or disproportionately large load on Practice Ignition’s (or its third party providers’) infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Website or Services or any activities conducted on or via the Website or Services; (3) bypass any measures Practice Ignition may use to prevent or restrict access to the Services or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page or portion of the Website or Services; or (5) harvest or scrape any content from the Website or Services in an unreasonable manner;
6. Not take any action or use any process that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising or other promotions in connection with the Website or Services;
7. Not use the Website or Services to in any way collect information (whether personal information or not) of any third party or in violation of our Privacy Policy, except as permitted by the nature and function of the Website or Services;
8. Not use the Website or Services to advertise or promote products or services that are not expressly approved in advance in writing by Practice Ignition, or as otherwise permitted by the nature of the Services;
9. Not interfere with any third party’s use or enjoyment of the Website or Services;
10. Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, illegal, fraudulent or harmful to any third party;
11. Not attempt to do any of the foregoing prohibitions;
12. Use the Website and Services in good faith, and in compliance with all applicable local, state or provincial, national, and international laws.      
     

5. Free Trials; Accounts and Passwords

1. Free Trial      
   You may begin your use of the Services with a free trial. The free trial period of your account lasts for fourteen days, or as otherwise specified during sign-up (the “Free Trial Period”). Free trials are for new Users only. Practice Ignition reserves the right, in its absolute discretion, to determine your free trial eligibility.      
   
   If you wish to continue to use the Services following your Free Trial Period, you will be required to pay the Subscription Fees, as more fully described in the next section of these TOU.       
    
2. Age Requirements      
   In order to create an account on the Services, you affirm that you are at least eighteen (18) years of age or over, or the age of majority in the jurisdiction you reside and from which you access the Services where the age of majority is greater than eighteen (18) years of age.       
    
3. Accounts and Passwords      
   In order to be able to use the Services, you will be required to create an account. Accounts are available to anyone who provides the requisite information, subject to the restrictions and conditions as outlined elsewhere in these TOU.       
   
   As part of the account registration, you will be asked to choose a password. It is your responsibility to create a password of sufficient strength that cannot easily be discovered by third parties. You are responsible for maintaining the confidentiality of your password, and are responsible for all activities that occur under your account whether by you or any third party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account.      
   
   If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session, or not leave a logged-in account unattended for any period of time. Practice Ignition and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the Services with your Account Information and accessing your account through any means, and disclaims any responsibility in this regard.      
   
   Practice Ignition reserves the right to suspend or terminate your account, at its sole discretion, at any time and for any reason, including but not limited to whether you have violated the letter or spirit of the TOU, as more fully described hereinbelow.      
    
4. Account Information       
   The information required to create an account to begin using the Services is the following: email address, full name, company, phone number and location (country). This information you submit as part of the sign-up process may be referred to in the present TOU or the Privacy Policy as “Account Information”.       
   
   By submitting Account Information, you represent and warrant that the Account Information is true and accurate to the best of your knowledge. Submitting false or misleading Account Information may result in you being banned from using the Services, at our sole discretion. Practice Ignition reserves the right to verify your submitted Account Information for any reason.      
   
   Practice Ignition retains absolute discretion to refuse to approve your account for any reason, including but not limited to if we believe you have submitted false or misleading Account Information. Without limiting the generality of the Disclaimer of Warranties further in these TOU, Practice Ignition and / or its Representatives shall not be responsible for any losses or damages, pecuniary or otherwise, to you resulting from Practice Ignition’s refusal to approve your account, and Practice Ignition disclaims any responsibility thereto.      
    
5. Additional Users      
   As a Logged-in User using the Services on behalf of a Legal Entity, you are able to add additional Users to your account or Subscription for no additional cost. You acknowledge and agree that you are solely responsible for the use of the Services by these additional Users through your account or Subscription, and are responsible for any violations of these TOU by those additional Users.       
    

6. Subscription Fees and Payment Processing

1. Payment of Subscription Fees and Automatic Renewal; Cancelling your Subscription      
   The amount of the monthly Subscription Fees for each level (Starter, Professional and Scale) are available on the Practice Ignition Website and are firm and will be displayed and charged in the following currencies: Australian Dollars for accounts in Australia, Pounds Sterling for accounts in the U.K, Canadian Dollars for accounts in Canada, and U.S. Dollars for all other locations. Your currency may be converted to other currencies upon payment depending on your location and / or credit card agreement. By signing up for a Subscription you agree to pay the Subscription Fees presented to you upon signing up, plus any applicable taxes.      
   
   You will be charged the Subscription Fees on the day you agree to pay for your Subscription (the “Initial Billing Date”), which shall only be at the end of the Free Trial Period if you agree to upgrade to a Subscription during the Free Trial period. The Subscription Fees shall subsequently be charged on the monthly or yearly anniversary of the Initial Billing Date, as applicable depending on which option you have chosen. The payment period of your subscription, whether a month or a year, shall be referred to in the present TOU as a “Billing Period”.      
   
   Your Subscription automatically renews at the end of every Billing Period. If you wish to cancel your Subscription and avoid paying the Subscription Fees for the next Billing Period, you must do so prior to the end of the current Billing Period, no later than 24 hours prior to the end of the Billing Period, so that your credit card will not be charged again. You can cancel your Subscription and avoid paying the Subscription Fees for the next Billing Period by accessing the Subscription information section in your dashboard when you are a Logged-in User, or by emailing [email protected]       
   
   If you cancel your Subscription prior to the end of the Billing Period, you shall not be entitled to any refund of any Subscription Fees already paid for that Billing Period, prorated or otherwise.  
    
2. Billing Information and Payment Processing      
   In order to pay your Subscription Fees through the Services, you will be required to enter your first name, last name, email, phone number, billing address, credit card number, credit card expiry date, and card security code (CVC). This may be referred to in these TOU or the Privacy Policy as “Billing Information”.       
   
   All payments are made using a secure https:// connection, and payment processing is handled through the “Third-Party Payment Processor” Stripe though this is subject to change without notice, and your Subscription is managed by Recurly. The Third-Party Payment Processor currently accepts certain credit cards as payment options but these are subject to change without notice. Once transactions are accepted by the Third-Party Payment Processor, they are processed in accordance with their program rules and procedures and Terms of Use. Practice Ignition and the Third-Party Payment Processor and Recurly are unaffiliated companies and Practice Ignition has no influence on the operations of the Third-Party Payment Processor or Recurly. Practice Ignition and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Third-Party Payment Processor or Recurly.       
   
   All Billing Information is collected by the Third-Party Payment Processor, on their own secured servers. Practice Ignition does not have access to any credit card information, nor can it be responsible for any breach of information caused by faulty programming or malicious users on the servers of the Third-Party Payment Processor. Non-financial information will, however, be available to Practice Ignition for invoice-making and record-keeping purposes.      
   
   If you have a valid coupon code, it shall be applied and displayed during the payment process. In the event that an incorrect discount is applied, Practice Ignition reserves the right to refuse or cancel any Subscriptions listed at an incorrect discount. Practice Ignition reserves the right to refuse or cancel any such Subscriptions whether or not the Subscription has been confirmed and the User’s credit card charged.      
    
3. Payment of Additional Fees for Active Clients      
   Your Subscription grants you a maximum number of Active Clients during the Billing Period, which is different for each level as described on the Practice Ignition Website. In the event that you exceed the maximum number of Active Clients in the Billing Period, you shall be charged for each additional Active User the fees described on the Practice Ignition Website (the “Additional Client Fees”). By signing up for a Subscription, you authorize Practice Ignition to charge your credit card and you agree to pay such Additional Client Fees if applicable, plus any applicable taxes.
    
4. Failure of Automatic Payment      
   Should automatic payment of any Subscription Fees or Additional Client Fees fail to occur for any reason, your account will be suspended, and Practice Ignition will issue you an electronic invoice via email indicating that you must proceed manually, within a certain deadline date, with the full payment of the Fees as indicated on the invoice. Your account will be reactivated upon receipt of the payment.       
    
5. Modification of the Fees      
   Practice Ignition, in its sole discretion and at any time, may modify the Subscription Fees and/or the Additional Client Fees. Any Subscription Fees and/or Additional Client Fees modification(s) will become effective at the end of the then-current Billing Period. Practice Ignition will provide you with a reasonable prior notice of any change in Subscription Fees and/or Additional Client Fees to give you an opportunity to terminate your Subscription before such modification(s) becomes effective. Your continued use of the Services after the Subscription Fees and/or Additional Client Fees modification(s) comes into effect constitutes your agreement to pay the modified Subscription Fees and/or Additional Client Fees.       
    

7. Client Terms

If you are a Client accepting a Proposal and / or making a payment of Professional Service Fees through the Services, in addition to the other portions of these TOU that are applicable to you, you acknowledge and agree to the terms as outlined in this section of the TOU.

1. Acceptance of Proposals; Legal Relationship      
   By clicking or tapping the acceptance box upon reviewing the Proposal and “signing” by entering your name: (i) you agree to pay the Professional Services Provider the price quoted for the Professional Services outlined in the Proposal; and (ii) you agree to abide by the additional terms (the “Professional Services Terms”) that are presented to you upon acceptance, which are strictly between you and the Professional Services Provider. Practice Ignition is in no way a party to the legal relationship (included but not limited to the Professional Services Terms) between you and the Professional Services Provider. The Professional Services Provider alone is fully responsible for any and all loss, injuries, damages (pecuniary or otherwise), claims, liabilities and costs suffered by you, caused in whole or in part by the Professional Services Provider, the Professional Services, or any violation of the Professional Services Terms, and Practice Ignition disclaims any responsibility thereto.  
    
2. Payments of Professional Services Fees Made Through the Services      
   As a Client, you may be making a payment of Professional Services Fees to the Professional Services Provider through the Services. Payment of Professional Services Fees may be made via bank ACH transfer or credit card, depending on what the Professional Services Provider has allowed. If payment is made via ACH transfer, you will be required to log in to your online bank account, which is enabled by third party provider Plaid. If you are paying by credit card, you will be required to enter your credit card information. Credit card information and bank information storage, and payment processing are handled by third party provider Stripe. Plaid and Stripe may be collectively referred to in this section of the TOU or in the Privacy Policy as “Payment Facilitators”.       
   
   Practice Ignition and the Payment Facilitators are unaffiliated companies and Practice Ignition has no influence on the operations of the Payment Facilitators. Practice Ignition and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Payment Facilitators.      
   
   By making a payment through the Services, you acknowledge and agree that:      
   
   • You are authorizing Practice Ignition, via the Payment Facilitators, to make periodic debits and / or process payments on behalf of the Professional Services Provider and that Practice Ignition is acting as an agent for the Professional Services Provider;
   • You are authorizing the applicable Payment Facilitator to facilitate the payment(s) of Professional Services Fees;
   • Practice Ignition does not provide any services other than the collection services pursuant to your dealings with the Professional Services Provider and has no express or implied liability in regards to the Professional Services provided by the Professional Services Provider;
   • The amount of Professional Services Fees agreed between you and the Professional Services Provider will be debited or processed by Practice Ignition from your account or credit card according to the Professional Service Terms with the Professional Services Provider;
   • “Practice Ignition” may appear as the merchant for payments debited or processed from your account or credit card and notwithstanding that fact, you agree that Practice Ignition will not be held liable for any disputed transactions resulting in the non-supply of Professional Services by the Professional Services Provider;
   • You are authorizing Practice Ignition to vary the amount of the Professional Services Fees from time to time as may be agreed by you and the Professional Services Provider, and to vary the amount of the payments upon receiving instructions from the Professional Services Provider of the agreed variations. You agree that you do not require Practice Ignition to notify you on such variation to the debit or charged amount;
   • You must contact the Professional Services Provider directly if you wish to alter, stop or cancel any debit or payment arrangement of Professional Services Fees;
   • If paying by ACH bank transfer, it is your responsibility to ensure that there are sufficient cleared funds in your nominated account to enable the debit to be honoured by the debit date. If there are insufficient funds available, you agree that Practice Ignition will not be held responsible for any fees and charges that may be charged (including charge-backs) by its financial institution;
   • If a debit or payment is returned to Practice Ignition as unpaid, a failed payment fee may be payable to Practice Ignition and you will be responsible for any fees or charges applied for each unsuccessful debit attempt together with any collection fees and attorney’s fees as may be incurred by Practice Ignition;
   • Practice Ignition has the authority to attempt to re-process any unsuccessful payments of Professional Services Fees as advised by the Professional Services Provider;
   • All disputes regarding Professional Services Fees (whether between you and the Professional Services Provider, or you and a financial institution and/ or Payment Facilitator) will be directed to the Professional Services Provider as Practice Ignition is acting only as the agent of the Professional Services Provider;
   • In the event of any disputed payments, you must direct such dispute to the Professional Services Provider and your financial institution;
   • In the event a claim is made, Practice Ignition will not be liable for the refund of any funds or payments, and you agree to reimburse Practice Ignition for any losses incurred as a result of any claim made against Practice Ignition, further to the indemnification provision below in these TOU; and
   • You are also subject to the additional provisions regarding disputes as found in the next section of these TOU to the extent it applies to you.      
      

8. Withholding Professional Service Fees; Disputes

1. Withholding Professional Services Fees      
   As a representative of a Professional Services Provider receiving Professional Services Fees through the Services, you acknowledge and agree that Practice Ignition retains the absolute discretion to withhold remitting the Professional Services Fees to you for any legitimate reason, including but not limited to: (i) your non-payment of your Subscription Fees; (ii) the value of the Professional Services Fees payment appears excessive; or (iii) there is indication that the payments of Professional Services Fees is being made fraudulently or for illegal reasons. In the event Practice Ignition withholds remittance of the Professional Services Fees in this manner, you may be informed of the withholding and the reasoning and provided the opportunity to explain and / or rectify the situation in order for us to release the Professional Services Fees to you; however, you acknowledge and agree that Practice Ignition’s ultimate decision to release or withhold the Professional Services Fees is final.       
   
   Without limiting the generality of the Disclaimer of Warranties further in these TOU, Practice Ignition and / or its Representatives shall not be responsible for any losses or damages, pecuniary or otherwise, to you resulting from Practice Ignition’s refusal to remit Professional Services Fees to you, and Practice Ignition disclaims any responsibility thereto.  
    
2. Disputes       
   As a representative of a Professional Services Provider receiving Professional Services Fees through the Services, you acknowledge and agree that in the event a Client disputes a payment of Professional Services Fees, Practice Ignition shall play no role in adjudicating the dispute between you and the Client, and denies any and all responsibility regarding such disputes between you and the Client. Notwithstanding the foregoing, you acknowledge and agree that Practice Ignition retains the absolute discretion to return paid Professional Services Fees to a Client if a Client is disputing a payment.      
   
   Without limiting the generality of the Disclaimer of Warranties further in these TOU, Practice Ignition and / or its Representatives shall not be responsible for any losses or damages, pecuniary or otherwise, to you resulting from any dispute over Professional Services Fees between a Client and Professional Services Provider, and Practice Ignition disclaims any responsibility thereto.      
    

9. Proprietary and Intellectual Property Rights; Your Data

1. Practice Ignition’s Rights       
   You acknowledge that: (i) the Website and Services contain proprietary and confidential information that are protected by applicable intellectual property laws and other laws, and (ii) Practice Ignition and/or third parties (via license) own all right, title and interest in and to the Website and Services and content that may be presented or accessed through the Website and Services (except for Data as defined below), including without limitation all Intellectual Property Rights therein and thereto.  All rights not specifically granted under these TOU are reserved to Practice Ignition and its licensors. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not.       
   
   You agree that you will not, and will not allow any third party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website or Services, or content that may be presented or accessed through the Website or Services for any purpose, unless otherwise permitted by these TOU or the functionalities of the Website or Services; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in or on the Website and Services; or (iii) remove, obscure, or alter Practice Ignition’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website and Services.      
   
   The content, arrangement and layout of the Website and Services, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to Practice Ignition, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Practice Ignition, or as permitted by the functionality of the Website and Services or these TOU.  Any unauthorized use of the content, arrangement or layout of the Website or Services, Computer Code, images, logos, videos, audio or trademarks found on or in the Website or Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Practice Ignition may take action accordingly.      
   
   The above paragraph further applies to third party property used as part of the Website and Services, including but not limited to third party Computer Code.  For the purposes of the present section, “Computer Code” includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.  
    
2. Data and Proposals      
   All data you submit through the Services as a Logged-in User whether in the form of a text, financial information, graphics, images, or any other form of inputted information, including any information about your Clients, and all their associated Intellectual Property Rights (collectively “Data”) remain your property. Any Proposals or other documents created from your inputted Data, and their related Intellectual Property Rights, are the property of Practice Ignition; however, Practice Ignition grants you a worldwide, exclusive, royalty-free, sub-licenseable and transferable license to use, edit, translate, reproduce, distribute, and display those Proposals and other documents.       
   
   Your access to the inputted Data is contingent upon full payment of the Subscription Fees. You are expected to maintain copies of all Data inputted into the Services. Practice Ignition adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Furthermore, Practice Ignition is under no obligation to retain copies of your Data following termination of your Subscription or account for any reason.       
   
   Without limiting the generality of the disclaimers found further in these TOU, Practice Ignition and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any loss of Data no matter how caused, or Practice Ignition’s deletion of your Data following the termination of your Subscription or account, and Practice Ignition disclaims any responsibility thereto.       
    
3. Access to Your Data by Third Party Applications      
   If you enable third-party applications (e.g. QuickBooks, Intuit, Xero) for use in connection with and within the Services, you acknowledge and agree that Practice Ignition may allow providers of those third-party applications to access your Data as required for the interoperation of such third-party applications with the Services. Without limiting the generality of the disclaimers found further in these TOU, Practice Ignition and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting or arising from any disclosure, modification or deletion of your Data resulting from any such access by the providers of such third-party applications.
    
4. Submitted Information      
   If you choose to communicate to Practice Ignition (via any means) suggestions for improvements to the Website or Services or any idea or proposal related to Practice Ignition or its businesses or properties (collectively, “Feedback”), Practice Ignition shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to Practice Ignition and waive in favor of Practice Ignition, its successors and assigns all your moral rights in the Feedback; and agree to provide Practice Ignition such assistance as Practice Ignition may require to document, perfect, and maintain Practice Ignition’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Practice Ignition, you are not entitled to any compensation or reimbursement of any kind from Practice Ignition under any circumstances.      
    

10. External Links

From time to time Practice Ignition or other Logged-in Users may provide links to other websites or services. Links from the Website or Services may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. Practice Ignition or other Logged-in Users provides those links as a convenience to you and Practice Ignition takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the Terms of Use and / or Privacy Policy of any website or service you visit. Practice Ignition does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites or the third parties operating those websites.       

In no way will Practice Ignition be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) arising from your use of websites or other services that may be linked to from the Website or Services or the information thereon; (2) arising from any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) arising from the actions of the operators of any such website or service.      

 

11. Interruption of the Website or Services

From time to time, the Website or Services may be unavailable for periods of time for maintenance and / or modifications to the Website or Services. While we will endeavour to make this unavailability as brief as possible, Practice Ignition shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website or Services, and disclaims any responsibility thereto.       

 

12. Termination of the Website or Services or Your Access to the Website or Services and the TOU 

You agree that Practice Ignition, in their sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your account credentials, or otherwise terminate your access to or use of the Website or Services (or any portion thereof), immediately and without notice, if Practice Ignition believes that you have acted inconsistently with the letter or spirit of the TOU, or otherwise acted improperly towards Practice Ignition or its Representatives.       

You may also end your access to the Services by canceling your Subscription using the function available in the Subscription management section when you are a Logged-in User, or emailing [email protected].      

Practice Ignition may also, in their sole discretion and at any time, discontinue providing the Website or Services, or any part thereof, with or without notice. You agree that Practice Ignition shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Website or Services, or from Practice Ignition’s termination of the Website or Services or any part thereof.      

Termination of the Website or Services or your access to the Website or Services shall terminate the present TOU as between you and Practice Ignition. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.      

 

13. Disclaimer of Warranties 

You expressly understand and agree that your use of the Website and Services, the information thereon (whether provided by Practice Ignition or third parties) or any activity arising from your use of the Website or Services (including but not limited to your provision of, or use of, Professional Services) or the information thereon or the materials downloaded therefrom is at your sole risk. The Website, the Services, any materials downloaded therefrom, or any third party materials, are provided on an "as is" and "as available" basis, and you will be solely responsible for any damage to your computer system or loss of data that results from the download, stream or access of any material obtained through the use of the Website or Services or any other functionalities of the Website or Services, or losses or damages (financial or otherwise) resulting from your use of the Website or Services, the information thereon, any materials downloaded therefrom, or any activity arising from the use of the Services (including but not limited to your provision of, or use of, Professional Services), the information thereon or any materials downloaded therefrom.       

The information or resources provided through the Website and Services, written or produced by Practice Ignition staff, freelance writers or other subcontractors hired by Practice Ignition are expected to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Website and Services is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur. Practice Ignition shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Website or Services or the information thereon, or your reliance on such information whether the information is correct or not.       

Practice Ignition expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Website, the Services, the information thereon or any materials downloaded therefrom, and any third-party materials will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. Practice Ignition, its affiliates and their respective Representatives, do not warrant that: (i) the Website and Services will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content (whether provided by Practice Ignition or third parties) available on or through the Website and Services are free of viruses or other harmful components; (iv) functionalities of the Website and Services will work equally in desktop and handheld or tablet device environments; or (v) the results of using the Website and Services or any activity arising therefrom (including but not limited to your provision of, or use of, Professional Services), or any content downloaded therefrom will meet your requirements, whether business needs or otherwise.      

Some of the content displayed on the Website or through the Services may include elements that belong to or are provided by third parties, including Users. You acknowledge that Practice Ignition assumes no responsibility for such content.      

To the extent that the law does not permit a disclaimer of warranties, all content accessible on the Website and Services, or any other website to which we link, and all operations on the Website and Services are warranted only to the minimum amount legally required.      

 

14. Limitation of Liability 

In no case will Practice Ignition or its Representatives be liable for any indirect, special, consequential, exemplary, punitive damages or other damages, or for any losses, damages, liabilities, costs and expenses arising out of or relating to (i) your access, use, misuse or inability to access or use the Website or Services, or (ii) the interruption, suspension or termination of any part of or all the Website or Services; and in both cases (i) and (ii) regardless of the cause of action (whether in contract, warranty, delict, quasi-delict, tort, negligence, strict liability or any other theory of liability) and even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary in the TOU, in no event will our aggregate liability for any claims in connection with your use of the Website or Services exceed the amount of AUS$100 or the Subscription Fees paid in the previous 6 months, whichever is greater.       

You expressly understand and agree that Practice Ignition or its Representatives shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, in contract, tort, strict liability, negligence, general civil liability or any other cause of action under legal or equitable theory, relating to the Website or Services, the information on the Website or Services, your use of the Website or Services, activities arising from your use of the Website or Services (including but not limited to your provision of, or use of, Professional Services), any third party materials on the Website or Services, or any materials downloaded from the Website or Services. This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission or other failure of performance by Practice Ignition or its Representatives; any interruption, defect or delay in operation or transmission, including communication line failure; any computer virus; and any theft, destruction or alteration of, or unauthorized access to or use of, any electronic records.       

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you.      

 

15. Indemnity 

Notwithstanding any other term of the TOU or any act or failure to act by Practice Ignition or its Representatives, you agree to indemnify, defend and hold harmless Practice Ignition and its Representatives where applicable, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the Website or Services, the information thereon, the information downloaded therefrom; (ii) your participation in any activities arising from the Website or Services (including but not limited to your provision of, or use of, Professional Services) or the information thereon; (iii) your violation of, or failure to perform your obligations under the TOU or the Privacy Policy; or (iv) your violation of any rights of a third party.       

 

16. Governing Law and Applicable Jurisdiction

These TOU and your use of the Website or Services shall be governed by and construed in accordance with the laws Australia without regard to conflict of law provisions. You agree that any legal action or proceeding between you and Practice Ignition shall be brought exclusively in the courts located in Sydney, NSW, Australia.       

Notwithstanding the foregoing, Practice Ignition shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Sydney court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Sydney court.      

You represent and warrant that to the extent you are acquiring the right to access and use the Services and agreeing to these TOU for the purposes of a business or Legal Entity and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these TOU.      

 

17. Miscellaneous Provisions

1. Entire Agreement. The TOU, in conjunction with the Privacy Policy, constitutes the entire agreement between you and Practice Ignition with respect to your use of the Website and Services, superseding any prior agreements between you and Practice Ignition (including but not limited to previous versions of the Terms of Use.
2. Delays. Practice Ignition shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond Practice Ignition’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
3. Severability. If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid, you and Practice Ignition nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case may be, shall remain in full force and effect.
4. Waiver. The failure of Practice Ignition to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to Practice Ignition.
5. Notices. Any notice required to be given under these TOU by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Practice Ignition must be sent to [email protected] or to any other email address notified by email to you by Practice Ignition. Notices to you will be sent to the email address associated with your account or Subscription.
6. Headings. The section or sub-section titles in the TOU and Privacy Policy are for convenience only and have no legal or contractual effect.

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