Updated 01 March 2018

These Terms and Conditions (the “T&Cs”) shall apply to the registration of users and/or use of the simulation, computation, and management services and website services (hereinafter collectively referred to as the “Service”) offered by INVST PTY LTD (ABN 66 623 457 947), which shall include its successors-in-interests and assigns or any person acting on behalf of and with the authority of INVST PTY LTD (ABN 66 623 457 947) (hereinafter referred to as “We”, “us” or “Invst”). These T&Cs constitute an Agreement between you (“You” or the “User”) and Invst when you register and/or make use of the Service. The User and Invst shall collectively be referred to as the “Parties” and individually as the “Party.”

You must read, agree to, and accept all of the terms of use contained in this T&Cs, as well as the terms and conditions in the Privacy Policy (hereinafter collectively referred to as the “Additional Terms and Conditions”), in order to use the Invst website (the “Invst Site”) located at www.Invst.com.au, as well as all affiliated websites, including mobile websites and applications, including without limitation, whether owned and operated by us, or successors-in-interest, our Affiliates or any third-parties (collectively, the “Locations”); to avail the Services.  

These T&Cs and Privacy Policy constitute the complete and exclusive statement of the agreement (the “Agreement”) of both the Parties with respect to the subject matter of this Agreement, and supersede all prior oral and written commitments, understandings, and communications between the Parties regarding such matter. Invst may, at its sole discretion, amend the Agreement, from time to time, by displaying the revised version(s) of the same on the Invst Site. Any continued use of the Services by the User after the revised Agreement have come into effect shall be deemed as the User’s consent to such revised Agreement. In the event of a conflict between these T&Cs and the Additional Terms and Conditions, this T&Cs will control unless the Additional Terms and Conditions explicitly state that they control.

1. DEFINITIONS



1. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or under common control with Invst.
2. “Annual Subscription” means a Subscription for which the Fee is paid on an annual basis and in advance, by the User.
3. “Current Version” means a version of the software/website/application that is currently being supported by its publisher.
4. “Initial Term” means the first Term of a Subscription (i.e. the first month of a Monthly Subscription or the first year for the Annual Subscription).
5. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
6. “Monthly Subscription” means a Subscription for which the Fee is paid on a monthly basis and in advance, by the User.
7. “Payment Method” means a valid credit card issued by a bank acceptable to Invst, a bank account linked to the User’s Account, a PayPal account, a debit card, a charge card or such other method of payment of the User as Invst may accept from time to time in Invst’s sole discretion.
8. “Services” means any and all services agreed upon, including without limitation the simulation, computation and management services, performed for or delivered to Users through the Invst Site.
9. ”Subscription” or ”Subscriptions” means the paid subscription services proposed on the Invst Site, and includes Premium Membership, Premium Plus Membership, and Enterprise Membership. It excludes the Free Membership which is not linked to the payment of any Subscription Fees for the use of the Service.
10. “Term” means the term of duration of a given Subscription; i.e. a month for Monthly Subscriptions and a year for Annual Subscriptions.
11. “User” means any authorized User who has created an Account, and/or is or will be utilizing the Invst Site for personal purposes.



2. ACCOUNT REGISTRATION



1. All Users shall either use the free basic version of the Service, otherwise apply to Invst for use of the Services with additional features by registering for a unique User account on the Invst Site (“Account”).
2. User Account Registration Requirements and Eligibility:
1. The User shall register for an Account by providing all requisite information, in the prescribed form(s) available on the Invst Site. Invst shall be entitled at its sole discretion to accept or reject such Invst Account applications.
2. By registering for an Account on the Invst Site, or by clicking to accept this Agreement when prompted on the Invst Site, the User has been deemed to have executed this Agreement electronically, effective on the date the User registers their Account or clicks to accept the Agreement.  The User’s Account registration constitutes an acknowledgement that they are able to electronically receive, download, and print the Agreement, and any amendments thereafter.
3. The User represents, acknowledges, agrees, and affirms the following:
1. the User shall use the Invst Site and the Services solely for personal use only;
2. the User shall comply with all applicable laws and regulations with respect to his or her use of the Invst Site and the Services;
3. the User is an individual 18 years or older, with the full capacity to enter into legally binding contracts;
4. the User shall be financially responsible for its use of the Invst Site and the purchase of Services, where applicable;
5. the User is not a citizen or resident of a geographic area in which access to or use of the Invst Site or the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; and the User agrees that if the User’s country of residence or other circumstances change such that the above representations are no longer accurate, that the User shall immediately notify Invst of the same and cease using the Invst Site and Services forthwith. 
4. For the purpose of availing Accounts and Services, the User is required to have:
1. A valid email address; and
2. Reached the age of majority.
5. Invst may discontinue the Services and/or the Account for the User at its sole discretion any time without assigning any reason.
6. Proper identification of the User may be required, at the time of opening the Account subject to the verification as per Invst’s internal policy / procedures. All User Accounts, at the time of registration and from time to time thereafter, shall be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm the User’s identity and their capacity to enter into an this Agreement with Invst.  The User authorises Invst, to directly or through third parties, make any and all inquiries necessary to validate the User’s identity and confirm their ownership of their email address or financial accounts, subject to applicable law.  When requested, User must provide Invst with information about themselves.
7. Any User opening or operating an Account is deemed to have read, understood and accepted the Agreement, and any and all amendments from time to time to the afore-mentioned by Invst.
8. Invst reserves the right to avail and access User identification-related data obtained through the Account registration of the User.
9. The User agrees to provide true, accurate, and complete information on its Account and all registration and other forms they access on the Invst Site or provide to Invst, and to update the User’s information to maintain its truthfulness, accuracy, and completeness.  The User agrees not to provide and to correct any information about their location, billing / financial details, contact information, or their delivery address that the User has provided that is or becomes false or misleading.  
3. The User shall not to register for more than one User Account without express written permission from Invst, and the User shall not to ask or allow another person to a User Account on their behalf, for their use or benefit, unless specifically authorized by Invst in writing.



3. ATTRIBUTES OF ACCOUNTS



1. Only one Account may be opened per User.
2. Subject to Clause 2.c. above, the grant to, and operation of Account and Services by a User is purely personal in nature and not transferable under any circumstance.
3. Each Account shall possess a distinctive number, which shall be quoted in all correspondence with the User relating to the Account and Services.
4. Invst reserves the right without prior notice to the User to charge the User for any expenses, fees, withholding tax, tax, duty, or any other cost, service charges or expenses arising out of any transactions or operation of the Account with the Invst Site as may be payable to the Government, or any regulatory authority as may be levied, from time to time. All applicable taxes shall be recovered as per tax laws in force. Failure to do so shall result in recovery of the service charge by Invst in a manner as Invst may deem fit along with such interest charges, if any, from the User’s Payment Method on file, without any liability to Invst. 
5. The Parties hereby agree that if the User opens further accounts with Invst and/or subscribes to any of the products/services of Invst or any of the Affiliates, and Invst extends the Services to such accounts, products or services and the User opts for use thereof, then this Agreement shall automatically apply to such further use of Account and Services by the User.
6. This Agreement is in addition to and not in substitution for the specific terms and conditions, rules and regulations, procedures of Invst following various types of accounts and all services offered to User from time to time.



4. USAGE OF ACCOUNT/ DORMANCY



1. In order to use the Service with additional features (i.e. not the free basic Service), the User must be registered for an Account.
2. At the time of registration, the User shall create a unique password. Transaction requests will be authorized only through the User’s password via the registered Account.
3. In case of Invst receiving official notice, or as and when Invst becomes aware of it from any other reliable source, regarding the demise of a User, Invst shall stop operations immediately in the account and will not be obliged to allow any operation except on production of a Succession Certificate or other Court orders, from a Court of competent jurisdiction.
4. Any discrepancy in the Account activities for transactions and receiving of alerts should be promptly brought to the notice of Invst by the User in writing within 24 hours from the date of transaction, failing which the said activities of the Account and/or receiving of alerts shall be deemed to be finally and conclusively non-discrepant and accepted by the User, for all purposes whatsoever. In the case of any error, Invst reserves its rights, at all time to make adjusting entries to rectify the error without notice and inform the User subsequently, and recover any amount wrongly paid or credited to the User and/or any third-party together with any accrued interest charges. However, Invst shall not be liable for any loss or damage due to such error(s) or any consequential loss arising therefrom to the User and/or any third-party.
5. In accordance with this Agreement, the User may be entitled to receive certain records from Invst and/or Invst’s Affiliates, such as contracts, notices, and communications, in writing (hereinafter collectively referred to as the “Records”).  To facilitate the User’s use of the Invst Site and the Services, the User hereby consents to being provided these Records by Invst electronically instead of in paper form. The User shall be responsible for retaining copies (whether soft copies or hardcopies) of all such Records duly communicated to the User by Invst. However, Invst reserves the right, in its sole discretion, to communicate with the User via postal service and other third-party mail services using the address under which the Account is registered.  The User’s consent to receive Records electronically shall remain effective until and unless it is expressly withdrawn in writing by the User by contacting customer support.  Withdrawal of User’s consent to receive such Records electronically (“Withdrawal”), shall cause the User’s access to the Invst Site and the Services to be revoked, and the User shall no longer be permitted to use the Invst Site or the Services, apart from the free basic Services.  Withdrawal shall be effective only after Invst has had a reasonable period of time to process the request for Withdrawal.  Please note that Withdrawal shall not apply to records and notices electronically provided by Invst to the User before the Withdrawal becomes effective.
6. The User shall be responsible for keeping all contact information (including without limitation all email addresses and postal addresses) in Invst’s records up-to-date by promptly notifying Invst of its current contact information, as well as any changes to the same, as soon as those changes occur.
7. By entering into this Agreement, the User acknowledges and confirms that the User possesses all of the hardware and software necessitated to receive all electronic notifications and Records as may be provided by Invst, such requirements which may be amended by Invst from time to time, including without limitation:
1. a valid and current email address;
2. a data plan, or internet connection for your smartphone device;
3. Software, browsers, plug-ins, or other mobile and/or computer applications and programs identified on the Invst Site in their Current Versions. The use of other browsers, or any of the afore-mentioned items in any version that is not the Current Version, may lead to compatibility issues;
4. a mobile and/or computer device with an operating system capable of supporting the afore-mentioned items.



5. SECURITY



1. Invst shall not be liable to the User or any third-party, if anyone gets / has access to User’s password and/or mobile device with the Invst Site, and the User fails to inform Invst. Any transaction(s) done, and/or instructions sent on the Account by the unreported and unauthorized user shall be considered legitimate and shall be acted and/or relied upon by Invst. Invst accepts no liabilities and shall not be held liable for compensation against any resulting User’s loss.
2. The User irrevocably and unconditionally undertakes to ensure that the User’s password and other Confidential Information is kept confidential and to not let any unauthorized person have access to the mobile phone and/or the password.
3. The security of the password must not be endangered or compromised by choosing a password that can be easily guessed or computed within a reasonable time.
4. The User hereby acknowledges, agrees, and confirms that the User’s registered mobile phone/SIM shall only be used by the User and he/she shall take all necessary precautions and care to ensure that the same are not misplaced, lost or stolen. If User’s registered mobile phone/SIM is lost or stolen, User shall immediately notify his/her mobile operator to block and prevent misuse of the mobile phone/SIM. The User shall also promptly notify Invst’s Customer Service to block access to his/her Account, failing which, Invst shall not be held liable for any cost, charges, expenses, losses (direct, indirect or consequential), claims (including third party claims) or damages suffered or incurred by the User. The time at which Invst receives instructions to block access to the Account shall be determined and certified by Invst and such determination shall be binding and conclusive on the User.
5. If the User believes that his/her Account has been accessed without his knowledge or consent, or that their password has been fraudulently used, they shall contact Invst immediately to block the Account.
6. Invst shall not be required to independently verify the User Instructions (defined below) and shall be effective unless countermanded by further instructions from the User within reasonable time frame. Invst shall have no liability whatsoever if it does not or is unable to stop or prevent the implementation of any such countermanded User Instruction.
7. All instructions for operating the Accounts and availing Services shall be given by the User (“User Instructions”) in the manner prescribed by Invst. The User is also responsible for the accuracy completeness and authenticity of the payment instructions provided to Invst and/or its Affiliates and the same shall be considered to be sufficient to operate the Accounts.
8. The User Instructions shall be affected only after authentication of the User in accordance with the prescribed procedure for Account.
9. All the records of Invst generated by the User Instructions, (including the time of the transaction and payments requested when availing Services and using the Account), recorded shall be conclusive proof of the genuineness and accuracy of the transaction and accompanying User Instructions.
10. When a User completes providing payment instructions and the same are received by Invst, transaction shall deemed to be fixed and finalized and User may not subsequently raise any objections with respect thereto. Once the User Instructions are received the transaction may not subsequently be changed or reversed in any way. Invst may seek clarification on User Instructions as and when it deems fit.
11. Invst may refuse to comply with the User Instructions without assigning any reason whatsoever and shall not be under any duty to assess the prudence or otherwise of any User Instruction and have the right to suspend the operations through standard process if it has reason to believe that the User Instructions will lead or expose to direct or indirect loss or may require indemnity from the User before continuing to operate Account.
12. The User undertakes and agrees not to use or permit the use of Account and Services for any illegal or improper purposes and shall comply with all applicable laws and regulations governing the Accounts. The User shall be held liable for any illegal funds transfer and money laundering done through their Account.



6. THE COMMONWEALTH COMPETITION AND CONSUMER ACT 2010 (“CCA”) AND FAIR TRADING ACTS (“FTA”)



1. Nothing in this Agreement is intended to have the effect of contracting out of any applicable provisions of the CCA or the FTA in each of the States and Territories of Australia (including any substitute to those Acts or re-enactment thereof), except to the extent permitted by those Acts where applicable.
2. These T&Cs shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.



7. SERVICES



1. The Invst Site is an online portal for Users to use an automated simulator which simulates different projected metric estimates with respect to a potential rental property investment based on the information provided by the User with respect to such property (include, without limitation, sale price, amount and cost of any renovation work, expected rental income, current income of the User, finance amount to be availed and corresponding interest rate of financing, down payment, etc.), under the applicable governing laws. Subject to the Agreement, Invst provides the Services to Users, including hosting and maintaining the Invst Site.
2. The projected metric estimates for the potential property investment mentioned in Clause 7.a. above shall, include without limitation, the User’s projected cash flow for the life of the property investment, the projected computation of any potential dues, duties, levies, charges against such property investment, the cost of financing, computations of profit estimates upon resale of the property investment (“Simulation Feature”).
3. An additional feature of the Service, based upon the Membership ascribed by the User, is the management feature. This additional feature allows the eligible User to manage and track any property investment once acquired, with respect to managing the property itself, and / or any resultant tenants. In this additional feature, Invst provide the User with access to the managing application through the User’s Account to keep track of expenses, tenants, invoices, rents, and publish advertisements automatically to find tenants when the property is vacant (“Management Feature”).



8. MEMBERSHIP, SUBSCRIPTIONS, AND FEES



1. In addition to the free basic service which does not require the registration of an Account and which provide use of the Simulation Feature up to three (3) times per calendar month from the same IP Address, Users shall have the option to subscribe to different types of privileges and features on the Invst Site for use of the Services in accordance with the levels of membership (“Membership”) available, some of which shall be free-of-cost, while others shall require payment of Fees in accordance with Monthly Subscription or Annual Subscription, as described in and subject to the following, and may be revised by Invst from time to time upon such notice as may be appropriate:
1. For Free Membership: The User shall have the option to continue with a Free Membership for the Service (which requires the registration of an Account), and the Free Membership shall include the following features and privileges:
1. Use of the Simulation Feature up to five (5) times per calendar month.
2. For Paid Membership: The User shall also have the option to select a Paid Membership for the Service, and the Paid Memberships shall include the following categories:
1. Premium Membership which shall include the following features and privileges:
1. Use of the Simulation Feature up to one thousand (1000) times per calendar month from the User’s Account; and
2. Use of the Management Feature for up to one (1) invested properties from the User’s Account.
2. Premium Plus Membership which shall include the following features and privileges:
1. Use of the Simulation Feature up to ten thousand (10000) times per calendar month from the User’s Account; and
2. Use of the Management Feature for up to five (5) invested properties from the User’s Account.
3. Enterprise Membership which shall include the following features and privileges:
1. Use of the Simulation Feature up to one hundred thousand (100000) times per calendar month from the User’s Account;
2. Use of the Management Feature for up to one hundred (100) invested properties from the User’s Account; and
3. Allowing the User to link the User’s Account with an additional four (4) other Users, so that such linked Users can enjoy the features and privileges listed in Clauses 8.a.ii.C.I. and 8.a.ii.C.II.
3. The User shall select either Monthly Subscription or Annual Subscription, and pay the corresponding Fee in advance using a Payment Method, in order to avail a Paid Membership. Upon the expiry of the Initial Term (and any subsequent Term thereafter) of the relevant Subscription, the User shall automatically be charged on the Payment Method on file with Invst, and the Subscription shall be renewed thereof for an additional Term.
4. In the event that the User wishes not to renew the Subscription for an additional Term, then the User must change their selection in the User Account to a Free Membership, at least thirty (30) days prior to the expiry of the current Term (or Initial Term, as the case may be).
5. In the event that the User’s Payment Method has insufficient funds, or fails to charge for any reason, at the time of paying for a Subscription of a Paid Membership, Invst shall attempt to charge the Payment Method again after one (1) day, and make a final attempt after seven (7) days after that. In the event that the Payment Method still fails to charge for any reason after the final attempt, the User’s Subscription shall be cancelled, and the User’s Paid Membership shall automatically be downgraded to Free Membership status.
6. The User shall not allow more individuals and/or users to access or utilize the Account, than is specifically authorized by Invst, under the relevant Membership selected by the User.
7. Invst reserves the right to amend, discontinue, augment, enhance, and/or vary (hereinafter “Change”) any of the features and privileges under any given Membership at any time, subject to notifying the User in writing at least thirty (30) days’ prior to any such Change becoming effective. The User shall have the right to concede to such Change with continued use once the Change has become effective, or cancel or change the User’s Membership and/or Subscription prior to the Change becoming effective, in accordance with the provisions of Clause 8.b. and 10. below.
8. While Invst shall endeavor to provide the User with smooth and continuous operation of the Services and the Invst Site, in accordance with the User’s Membership, Invst does not, in any way whatsoever, guarantee fault-free and continuous access to the Services or the Invst Site.
2. Fees.
1. The User shall pay the following fees for use of the Services in accordance with the following Paid Memberships (“Fee”):
1. For a Premium Membership, the User shall pay to Invst a Fee of $9.90 per month for Monthly Subscription, or $99.90 per year for Annual Subscription;
2. For a Premium Plus Membership, the User shall pay to Invst a Fee of $19.90 per month for Monthly Subscription, or $189.90 per year for Annual Subscription;
3. For an Enterprise Membership, the User shall pay to Invst a Fee of $39.90 per month for Monthly Subscription, or $399.90 per year for Annual Subscription;
2. The User shall have the option of upgrading to any Paid Membership status by paying the balance of the Fee due, which balance shall be reduced on a pro-rata basis from the Fee already paid for the current Paid Membership status. The User shall also have the option to downgrade any Paid Membership status, and difference in the Fee paid in that billing cycle and the Fee accrued after the downgrade becomes effective, shall be adjusted against the Fee due in the next billing cycle, provided that the downgrade is requested at least thirty (30) prior to the start of the next billing cycle, otherwise that differential is forfeited by the User.
3. The User’s billing cycle for the Fee shall start on the day the Fee is first paid for the relevant Subscription of the Initial Term, and all subsequent renewals of Subscription shall fall on the monthly or annual anniversary of such date, as the case may be.
4. Invst shall reserve the right to upgrade and/or downgrade the User’s Membership at any time, and in Invst’s sole discretion.
1. In the event that Invst has downgraded the User’s Membership, for convenience of Invst only, then Invst shall adjust the differential in the Fee paid by the User, on pro-rated basis. Such adjustment shall be reflected in the following billing cycle, as a credit against any renewal payment of the Fee.
2. In the event that Invst has upgraded or downgraded the User’s Membership, but the Subscription remains the same, then the User’s billing cycle shall remain unaffected from such change. However, if the Subscription has been changed, then the billing cycle shall also reset to reflect the date of such change as the first day of said billing cycle.
5. Invst shall also reserve the right to revise the Fee for any Paid Membership upwards or downwards at any point in time, at the sole discretion of Invst. In the Invst revises any Fee, Invst shall notify the User in writing at least thirty (30) days before the User’s next billing cycle, during which, such revision of the Fee shall become effective.
6. Save for the provisions of Clauses 8.a.vii. and 8.b.v. above, and Clause 10.d. below, the User shall not be entitled to any refund of Fee or any part thereof, for any un-utilised Services, Membership, or Subscription, whether due to cancellation or suspension of the same in accordance with Clause 10 below, or otherwise.
7. Any payments of the Fee due under the Services shall be subject to all applicable taxes under the law. All Fees listed here, and as amended from time to time, shall be inclusive of the applicable General Sales Tax (“GST”).
8. All Fees listed in these T&Cs and on the Invst site shall be denominated in Australian Dollars.



9. PAYMENT METHODS



1. In order to use certain features of the Invst Site and/or the Services, any User that selects a Paid Membership must provide account information for at least one of the following valid Payment Methods:
1. Any credit card supported by the Stripe payment platform; and/or
2. Any debit card supported by the Stripe payment platform.
Wherein the User hereby authorizes Invst to run authorizations on all credit/debit cards provided by the User, to store credit/debit card, banking, or other financial details as User’s method of payment for Services, and to charge User’s credit/debit card for all due Fees, whether directly by Invst or through the third party payment platform, Stripe.
2. By providing Payment Method information through the Invst Site, the User represents, warrants, and covenants that:
1. User is legally authorized to provide such information;
2. User is legally authorized to perform payments using the Payment Method(s); and
3. such action does not violate the terms and conditions applicable to the User’s use of such Payment Method(s) or applicable law.
3. By authorizing a payment using a Payment Method via the Invst Site, the User represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment of the applicable Fee, using the designated Payment Method.  To the extent that any amounts owed under this Agreement cannot be collected from User’s Payment Method(s), the User is solely responsible for paying such amounts by other means.
4. Non-Payment. In the event that the User either (i) cancels its debit or credit card, (ii) initiates an improper chargeback, or (iii) commits any other act or omission; which leads to a failure on part of the User to pay any Fee due, Invst shall have the right to suspend or close the User’s Account and revoke the User’s access to the Services.  Notwithstanding other remedies available to Invst under the law, the User must pay to Invst upon first demand for amounts owed under the Agreement plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.  To the extent permitted by applicable law, Invst shall reserve the right to set-off amounts due against other amounts received from or held by Invst for the User, report such behaviour to any law enforcement authorities and/or regulatory authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.



10. CANCELLATION AND SUSPENSION



1. Invst may cancel the User’s Account (and any Membership and/or Subscription thereof) at any time, without any further notification, forthwith, upon the occurrence of any of the following:
1. Without prejudice to the rights and remedies available to Invst under Clause 8.a.v. hereinabove, the User fails to pay any amounts due under this Agreement, within thirty (30) days of Element’s first demand thereof;
2. Upon the User’s breach of any of its obligations, warranties, and/or representations under this Agreement, which breach has not been/cannot be rectified by the User within seven (7) days of receiving written notice from Invst for such breach;
3. Upon the User’s material breach of any of its obligations, warranties, and/or representations under this Agreement;
4. Upon the User’s death, dissolution (or upon submitting an application therefrom), or winding up (or upon
submitting an application therefrom); and
5. Upon the User entering into the following:
1. Bankruptcy;
2. Liquidation, provisional liquidation;
3. Administration;
4. Having a receiver, manager, or controller appointed over any or all of the User’s assets;
5. Receivership and management;
6. A composition or arrangement with the User’s creditors;
7. Declaration that the User is protected from any of its creditors under any applicable law; and
8. Upon the User becoming or being deemed to become insolvent.
2. Invst may indefinitely suspend the User’s Account (and any Membership and/or Subscription thereof) at any time, without any further notification, forthwith, upon the occurrence of any of the following:
1. Without prejudice to the rights and remedies available to Invst under Clause 8.a.v. hereinabove, the User fails to pay any amounts due under this Agreement, within thirty (30) days of Element’s first demand thereof;
2. Upon the User’s breach of any of its obligations, warranties, and/or representations under this Agreement, which breach has not been/cannot be rectified by the User within seven (7) days of receiving written notice from Invst for such breach; and
3. Upon the User’s material breach of any of its obligations, warranties, and/or representations under this Agreement.
3. Cancellation and/or suspension of the User Account (and any Membership and/or Subscription thereof) in accordance with Clause 10.a. and/or 10.b., shall be without prejudice to any of the rights and Fees accrued by Invst up to the effective date of such cancellation/suspension, and the User shall not be entitled to refund of any Fee (or any portion thereof) paid under any such cancellation/suspension.
4. Invst may cancel the User’s Account (and any Membership and/or Subscription thereof) at any time, without assigning any reason, forthwith upon serving written notification to the User of such cancellation. In the event of cancellation under this Clause 10.d., Invst shall refund the un-utilised portion of the Fee paid to the User on pro-rata basis.
5. The User may cancel the User’s Account (and any Membership and/or Subscription thereof), forthwith, upon notifying Invst in writing, upon the occurrence of the following:
1. Within the thirty (30) day period following Invst’s issuance of a written notice to the User specifying a Change and/or a revision of the User’s Membership, Subscription, and/or Fee, in accordance with Clauses 8.a.vii., 8.b.iv., and/or 8.b.v.;
2. Upon Invst’s breach of any of its obligations, warranties, and/or representations under this Agreement, which breach has not been/cannot be rectified by Invst within seven (7) days of receiving written notice from the User for such breach;
3. Upon the Invst’s material breach of any of its obligations, warranties, and/or representations under this Agreement;
4. Upon the Invst’s winding up (or upon submitting an application therefrom); and
5. Upon the Invst entering into the following:
1. Bankruptcy;
2. Liquidation, provisional liquidation;
3. Administration;
4. Having a receiver, manager, or controller appointed over any or all of the Invst’s assets;
5. Receivership and management;
6. A composition or arrangement with the Invst’s creditors;
7. Declaration that the Invst is protected from any of its creditors under any applicable law; and
6. Upon the Invst becoming or being deemed to become insolvent.
6. Cancellation of the User Account (and any Membership and/or Subscription thereof) in accordance with Clause 10.e., shall be without prejudice to any of the rights and Fees accrued by Invst up to the effective date of such cancellation.
7. Upon cancellation/suspension of the User’s Account (and any Membership and/or Subscription thereof) under this Clause 10, the User shall have no entitlement or right to demand any reinstatement or access of such Account or the Invst Site, for any reason whatsoever.



11. DISCLAIMERS



1. Invst cannot guarantee, nor accept any legal liability arising from or connected to, the accuracy, reliability, currency or completeness of anything contained in the Services or on the Invst Site or on any linked site thereof.
2. The information, simulations, and computations provided on the Invst Site is for use of a general nature only, and is not intended to be relied upon as, nor to be a substitute for, specific professional, tax, or investment advice or assessment. Any information, simulations and/or computations provided to the User through the Services and/or on the Invst Site, shall not be construed as assessing, ascertaining, or advising the User on any liabilities, obligations and/or entitlements that have or may arise under any applicable taxation laws, nor can be reasonably expected to be relied upon by the User to satisfy the User’s liabilities or claim entitlements under any applicable taxation laws for the purposes of Sections 90-5(a) and (b) of the Tax Agent Services Act, 2009.  Furthermore, any information, simulations and/or computations provided to the User through the Services and/or on the Invst Site, shall not be construed as assessing, ascertaining, or advising the User on the viability, success, likelihood, quality, or financial outcome of any investments. Accordingly, the User hereby acknowledges, agrees, and affirms that prior to taking any action, risking any money, or using the information, simulations, and computations provided through the Services and/or the Invst Site, in any way, the User shall be responsible for having the same checked by certified and qualified professional advisers with respect to any financial, legal, and tax-related liabilities, risks, and entitlements. The User further hereby certifies that the User shall not rely on any information, simulations, and computations provided through the Services and the Invst Site to ascertain, determine, or satisfy any liabilities or make any claims or declarations under the applicable taxation laws, any applicable financial reporting requirements, or any other legal and regulatory requirements.
3. The User further hereby agrees, acknowledges, and affirms that Invst does not hold itself out as having expertise, experience or qualifications relevant to decisions concerning the suitability of particular products for use in the particular applications, conditions or circumstances that the User may encounter, and that the Invst Site is not intended to be used as a basis for assessment or determination of the suitability of products or investments in any specific case.
4. Neither Invst, its Affiliates, nor any third parties mentioned in this Agreement, have provided any warranty or guarantee as to the performance, accuracy, timeliness, completeness or suitability of the information, computations, and materials found or offered on the Invst Site for any particular purpose. The User hereby acknowledges that such information and materials may contain mistakes, inaccuracies or errors and the Invst expressly excludes any liability for such to the fullest extent permissible by law.
5. The Invst Site and the Services are provided “as is” and on an “as available” basis.  Invst makes no express representations or warranties with regard to the Invst Site, the Services, or any activities or items related to this Agreement.  To the maximum extent permitted by applicable law, Invst disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement.  
6. The content of the Invst Site is for the User’s general information and use only. It is subject to change without prior notice.
7. The User’s use of any information, computations, or materials on the Invst Site shall be entirely at the User’s own risk, for which Invst shall not be liable.



12. UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE



1. The User shall not use any robot, spider, scraper, or other automated means to access the Invst Site for any purpose without Invst’s express written permission.  The User further shall not:
1. access the audiovisual content available on the Invst Site for any purpose or in any manner other than streaming;
2. take any action that imposes or Invst reasonably believes may impose (in Invst’s sole discretion) an unreasonable or disproportionately large load on the Invst Site’s infrastructure;
3. copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content You have submitted to the Invst Site) from the Invst Site (“Content”), any software code that is part of the Invst Site, or any services that are offered on the Invst Site without the prior express written permission of Invst and the appropriate third party, as applicable;
4. interfere or attempt to interfere with the proper operation of the Invst Site or any activities conducted on the Invst Site;
5. bypass any of Invst’s measures to prevent or restrict access to the Invst Site or any subparts of the Invst Site, including, without limitation, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Invst Site or the content therein;
6. transmit chain letters, or other unsolicited communications;
7. attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Invst Site;
8. collect, harvest, retain, forward, or use any personally identifiable information, including Account names, from the Invst Site;
9. access any Content on the Invst Site through any technology or means other than those provided or authorized by the Invst Site;
10. directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services; or
11. In addition to the aforementioned types of Content in Clause 12.a. hereinabove, the User shall not post, upload, display or otherwise make available Content that, inter alia promotes, supports, represents, advocates, threatens, contains and/or condones:
1. any form of racism, bigotry, hatred or physical harm of any kind against any group or individual;
2. harassment or intimidation of another person;
3. requests money from, or is intended to defraud, other Users of the Service;
4. spam or solicits users of the other social media and/or dating applications;
5. information that is false or misleading, or promotes illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
6. an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs, images, audio or video files or links to them, or infringement of any other person’s Intellectual Property Rights, in any manner whatsoever;
7. video, audio photographs, or images of another person without his or her express permission (or in the case of a minor, the minor’s legal guardian);
8. restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
9. material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
10. provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating or creating computer viruses;
11. viruses, time bombs, trojan horses, cancelbots, worms, any invalid data or other harmful or malicious software code, or disruptive codes, components or devices, agent, hidden procedure, routine, or mechanism through or to the Invst Site or the Invst Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Invst Site or any other software, firmware, hardware, computer system, or network of Invst or any third party;
12. an impersonation of, or otherwise misrepresents affiliation, connection or association with, any person or entity;
13. provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and Confidential Information);
14. disruption the normal flow of dialogue, causes a screen to “scroll” faster than other users are able to type, or otherwise negatively affects other users’ ability to engage in real time exchanges; and
15. solicitation of passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person’s personal information without his or her permission.
2. Invst reserves the right, in its sole discretion, to investigate and take any legal action against anyone who violates the provisions of this Clause 12, including removing the offending communication from the Service and terminating or suspending the Account of such violators.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USER’S USE OF THE SERVICE IS ACCESSED AT THE USER’S OWN DISCRETION AND RISK, AND THE USER SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO THE USER’S DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF THE USER DOES NOT ACCEPT THIS LIMITATION OF LIABILITY, THEN SUCH USER SHALL NOT BE AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE.



13. THIRD-PARTY VERIFICATION




The Invst Site makes available various services provided by third parties to verify a User’s credentials and provide other information.  Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and shall not be deemed to be the stance, statement, opinion, advice, or belief of Invst.  Invst neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Invst Site by anyone other than Invst’s authorized employees acting in their official capacities.

14. LINKS AND APPLICATIONS




The Invst Site may contain links to third-party websites.  The Invst Site may also contain applications that allow the User to access third-party websites via the Invst Site.  Such third-party websites are owned and operated by the third parties and/or their licensors.  Invst does not warrant or guarantee access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. The User acknowledges and agrees that Invst is not responsible or liable for the availability or accuracy of third-party websites; or the content, advertising, or products on or available from third-party websites.  The User shall access third-party websites by clicking on a link, or installing an application at the User’s sole risk and discretion.

15. MOBILE AND OTHER DEVICES




When using the Invst Site, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply.

16. SITE UPDATES




Invst may from time to time in its sole discretion develop and provide Invst Site and/or Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”).  Updates may also modify or delete in their entirety certain features and functionality.  You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality.  You will, where required, promptly download, install, and/or utilise all Updates and acknowledge and agree that the Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of these T&Cs, unless otherwise provided in terms associated with such Update.  Invst reserves the right, at any time, to modify, suspend, or discontinue Services or any part thereof without notice.  You agree Invst will not be liable to you or any third party for any modification, suspension, or discontinuance of Services or any part thereof.

17. CONFIDENTIALITY



1. Unless otherwise specified in the Agreement, all information exchanged during the course of the Agreement (“Confidential Information”) shall be regarded as confidential between the Parties and shall not be disclosed to any unauthorized person or used by the recipient other than for the purpose to which it relates. Any authorized disclosure to another person(s) shall be on the same terms as to confidentiality as contained in this clause. Parties hereby agree to make available Confidential Information only to those of their employees who need to have access to it for the purposes of this Agreement and to obligate such employees correspondingly to the extent legally permissible.
2. If, for the purposes of this Agreement, a Party discloses any Confidential Information to its employees, it shall notify such employees of the confidential nature thereof and make all necessary efforts and take all precautions to bind such employees to keep the Confidential Information strictly confidential.
3. During and after the tenure of this Agreement if any Confidential Information is received by a Party under or by virtue of this Agreement the same shall be maintained in the strictest of confidence and trust.
4. The obligation of confidentiality and limited use shall survive termination of this Agreement and continue even after the termination or expiry of this Agreement.



18. LIMITATION OF LIABILITY



1. The Parties agree that Invst shall not be liable for any damages or losses arising out of or in connection with the Agreement, including, but not limited to:
1. The User’s use of or inability to use the Invst Site or Services;
2. delays or disruptions in the Invst Site or Services;
3. viruses or other malicious software obtained by accessing, or linking to, the Invst Site or Services;
4. glitches, bugs, errors, or inaccuracies of any kind in the Invst Site or Services;
5. damage to the User’s hardware device from the use of the Invst Site or Services;
6. the content, actions, or inactions of third parties’ use of the Invst Site or Services;
7. a suspension or other action taken with respect to the User’s Account;
8. the User’s reliance on the quality, accuracy, or reliability of profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Invst Site; and
9. the User’s need to modify practices, content, or behavior as a result of changes to the Agreement.
2. The liability of Invst, its Affiliates, licensors, and third-party service providers to the User for any claim arising out of or in connection with this Agreement shall not exceed the aggregate of any Fees paid by the User in the period of the three months immediately preceding such claim.  These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose.  Some jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to the User.



19. RELEASE




The User hereby releases Invst, its Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute that the User may have with another User, whether it be at law or in equity.  




20. INDEMNIFICATION



1. The User shall indemnify, defend, and hold harmless Invst, its Affiliates, and respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by the User, a third party, or another User against an Indemnified Party relating to:
1. use of the Invst Site and the Services by User, including any payment obligations incurred through use of the Services;
2. the User’s failure to comply with the Agreement;
3. User’s failure to comply with applicable law(s) and/or regulation(s);
4. User’s negligence, willful misconduct, or fraud; and
5. defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by the User.
2. Additionally, in no event shall Invst, its Affiliates, licensors, or third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities.



21. COMMUNICATIONS FROM USER TO Invst




All notices to Invst or our Affiliates intended to have a legal effect must be in writing and delivered either (a) by a means evidenced by a delivery receipt, to the following address: INVST PTY LTD, Suite 3, Level 27, Governor Macquarie Tower, 1 Farrer Place, SYDNEY NSW 2000 AUSTRALIA; or (c) in writing via email to contact@invst.com.au, and shall be deemed effective upon receipt by Invst.  Invst does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Invst or its registered agent for service of process.




22. SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS



1. Invst grants to the User a limited license to access and use the Invst Site for the purpose of using the Services.  The User shall only access (or attempt to access) the Invst Site or Services by the interface provided, and you shall not use information from the Invst Site or Services for any purposes other than the purposes for which it was made available.  The User shall not to use the Invst Site or the Services for offering any goods or services.  The User shall not do any of the following without Invst’s express prior written consent:
1. sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Invst Site or Services in any way for any public or commercial purpose;
2. use any content of the Invst Site or Services on any other website or in a networked computer environment for any purpose except User’s own viewing;
3. frame or link to the Invst Site or Services;
4. attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Invst Site or the Services unless expressly permitted by applicable law.
 
5. access the Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Services.
2. Invst, its Affiliates, and its licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Invst Site (including a full, world-wide, non-exclusive, irrevocable, perpetual, non-royalty payable, and unrestricted license to use all User-posted content) and the Services.  The logos and names are trademarks of Invst and/or its Affiliates and may be registered in certain jurisdictions.  All other product names, company names, marks, logos, and symbols on the Invst Site or the Services may be the trademarks of their respective owners.  Except as expressly stated in this Agreement, nothing in the Agreement confers any license under any of Invst’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.



23. GENERAL PROVISIONS



1. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the User and Invst relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof and thereof.  The section headings in the Agreement are included for ease of reference only and have no binding effect.  Even though Invst has drafted the Agreement, the User represents that they had ample time to review and decide whether to agree to the Agreement.  If an ambiguity or question of intent or interpretation of the Agreement arises, no presumption or burden of proof will arise favoring or disfavoring the Parties because of the authorship of any provision of the Agreement.

2. MODIFICATIONS

With respect to a particular User, no modification or amendment to the Agreement, as provided on the Invst Site, and updated/amended from time to time, shall be binding upon Invst unless in a written instrument signed by a duly authorized representative of Invst.

3. NO WAIVER

Notwithstanding anything to the contrary in this Agreement, the failure or delay of either Party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that Party’s right to later enforce or exercise it, unless such Party issues an express written waiver, signed by a duly authorized representative of such Party.

4. ASSIGNABILITY

User may not assign the any of its rights or obligations hereunder, for any reason whatsoever.  Invst may freely assign this Agreement without User’s consent.  Any attempted assignment or transfer in violation of this subsection will be null and void.

5. SEVERABILITY

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the Parties.  The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

6. FORCE MAJEURE

Neither Party shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.  The time for performance of such Party shall be extended by the period of such delay.  Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 30 days, either Party shall have the right to give to the other a notice of termination with immediate effect.

7. GOVERNING LAW, PREVAILING LANGUAGE AND LOCATION

The English language version of the Agreement and shall be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.  The Invst Site is controlled and operated from our facilities in New South Wales, Australia, and the governing laws of New South Wales, Australia shall be applicable to this Agreement. Any disputes concerning the Service are to be resolved by the courts having jurisdiction in New South Wales, Australia. Invst makes no representations or warranties that the Invst Site is appropriate or available for use in other locations.  Those who access or use the Invst Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, and local laws and regulations, including, but not limited to, export and import regulations.

8. APPLICABLE STATUTES
1. Competition and Consumer Act 2010 (“CCA”)
1. Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these T&Cs (Non-Excluded Guarantees). 
2. Invst acknowledges that nothing in these T&Cs purports to modify or exclude the Non-Excluded Guarantees. 
3. Except as expressly set out in these T&Cs or in respect of the Non-Excluded Guarantees, Invst makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Services. Invst’s liability in respect of these warranties is limited to the fullest extent permitted by law. 
4. If the User is a consumer within the meaning of the CCA, Invst’s liability is limited to the extent permitted by section 64A of Schedule 2 of the CCA.