8seats • Terms Of Use

Last updated: October 27, 2025

1. Acceptance & eligibility

This Agreement is between 8seats Group Pty Ltd (ABN 40 652 350 402) of Suite 14.01, 111 Pacific Highway, North Sydney, NSW 2060 (8seats) and the individual or entity (You or Your) that has registered and created an account for the Service (Account).
This Agreement sets out the terms and conditions under which 8seats will provide the Service to You. You agree to the terms of this Agreement when register and create an Account.
If you are an individual entering into this Agreement on behalf of your employer or another legal entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such other legal entity to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree to this Agreement on behalf of the employer or legal entity that you represent. If the foregoing sentence is applicable, any references to “You” in this Agreement shall refer to the employer or legal entity that you act on behalf of. If you do not have the legal authority to bind your employer or the applicable legal entity, please do not create an Account.
You represent and warrant that You are over the age of 16. If You are not over the age of 16, You must not enter into this Agreement nor access or use the Service.
If You under the age of 18 your parent or legal guardian must read and agree to this Agreement on your behalf. You must not access nor use the Service unless your parent or legal guardian has complied with the foregoing requirement.
If You are a parent or legal guardian of a minor who is 16 years or older that uses (or may in future use) the Service, then You hereby irrevocably and unconditionally agree to be the minor’s guarantor of all obligations under this Agreement at least to the extent to which the minor would be bound if they were not a minor, and be fully responsible and liable for the minor’s compliance with this Agreement and the minor’s use of the Service.
Capitalised terms used in this Terms of Use are defined in the body of this document or otherwise have the meanings given at clause 24.

2. Scope

This Agreement comprises:

the terms specified in the Order completed in accordance with clause 3; and
this Terms of Use.

3. Your Order

To use the Service, You must complete and submit an order via 8seats’ pricing page on the Website which contains certain terms of Your order for the Service (Order) including:

Your name, contact details and billing information;
the subscription plan applicable to Your Order for the Service (Plan) including;

the Initial Term;
the Fees payable by You (if applicable);
the recurring billing period (monthly or annually, if applicable);
available software features, user account limits, usage limitations and other restrictions; and

any other relevant terms.

4. Term and Renewal

This Agreement commences on the Commencement Date and shall continue for the period specified in the Order (Initial Term) unless terminated earlier in accordance with the terms of this Agreement.
The Initial Term will automatically renew for additional and consecutive periods equal to the Initial Term (each, a Renewal Term) unless a Party provides notice to the other Party of its intent to cancel the renewal as follows:

if the Current Term is for an annual period, at least 30 days prior to expiry of the Current Term; or
if the Current Term is for a one-month period, any time prior to expiry of the Current Term.

You shall not be entitled to any refund of the Fees if You cancel Your renewal pursuant to clause 4(b) prior to the expiry of a Current Term.

5. Service

5.1 Licence

If You have a current Plan for a Business Workspace and subject to Your compliance with all Your obligations under this Agreement:

8seats grants You a non-exclusive, non-transferable, non-sublicensable and limited right to access and use the Service during the Term solely for Your internal business operations and subject to any user limits, restrictions and limitations specified in the Order; and
You may permit Invited Users to access and use the Service subject to the terms of clause 5.1(a)(i).

If You have a current Plan for a Personal Space and, subject to Your compliance with all Your obligations under this Agreement, 8seats grants You a non-exclusive, non-transferable, non-sublicensable and limited right to access and use the Service during the Term solely for Your own personal use and subject to any user limits, restrictions and limitations specified in the Order.

5.2 Modification to service

At any time during the Term 8seats may, at its absolute discretion, update, upgrade, change or modify the functions or features of the Service (Update). Any Update to the Service will not materially reduce the level of performance, security or availability of the Service during the Term. The terms of this Agreement shall continue to apply to any Update made to the Service.

5.3 Third party applications

The Service may enable You to link to, integrate with, transfer Customer Data to, or otherwise access, Third Party Applications.
Your access to, or use of, any Third Party Applications is subject to a separate agreement between You and the provider of those Third Party Applications.
You acknowledges that 8seats does not provide nor control Third Party Applications and is not responsible nor liable for any aspect of Third Party Applications that You may procure, access, use or connect to through the Service.
8seats may, at its absolute discretion, change, or remove access to, any Third Party Applications. Any such change, or removal of access to, Third Party Applications does not affect Your obligations under this Agreement.

5.4 AI Features

The Service may provide You with access to features or functionality that are provided by third party artificial intelligence systems (AI Systems).
You may provide or make available prompts, data, text, or other input to be processed by AI Systems (Input) and receive data generated and returned by AI Systems based on the Input (Output). Input and Output are treated as Customer Data under this Agreement.
You are responsible for:

all Input and Output; and
ensuring that all Input and Output comply with this Agreement and the Acceptable Use Policy.

You acknowledge and agree that:

use of AI Systems is at Your own risk;
Output that may contain material inaccuracies;
8seats has not verified the accuracy of any Output;
You are responsible for ensuring the accuracy, completeness and reliability of all Output before relying upon it or providing it to other users or any third parties; and
any information (including any Personal Information) that You choose to include within Input, will be disclosed to the AI System.

You must not use the AI Systems for any unlawful purpose.
Subject to clause 10.3, to the maximum extent permitted by law, 8seats makes no warranty with respect to the AI Systems and any Output.

6. Additional Terms for Mobile Applications

If You download the mobile software application version of the Service (Mobile Application) then You acknowledge and agree that:

it may be used by You only via a compatible mobile device that is owned or leased by You;
You may incur mobile data charges from Your mobile network provider in connection with the Mobile Application, and You are solely responsible for any such charges; and
8seats may, from time to time, issue upgraded versions of the Mobile Application and may automatically electronically upgrade the version of the Mobile Application that You are using on Your mobile device. You hereby consent to such automatic upgrading on Your mobile device.

If You downloaded the Mobile Application from any third-party app store, such as the ‘Apple App Store’:

You acknowledge that this Agreement is between You and 8seats only, and not with such third party;
Your use of such third-party app store must comply with such third party’s then-current app store terms and conditions (or equivalent); and
such third party is only a provider of the app store where You obtained the Mobile Application. 8seats, and not such third party, is solely responsible for the Mobile Application.

7. Product Trials

8seats may, in its sole discretion, make available to You certain product features on a trial basis (Trial Features), and such trial may be designated by us as an alpha, a beta, a pilot, a pre-release, a preview, an evaluation, or using another similar term (Product Trial). You may participate in any Product Trial, subject to the terms of this Agreement and any additional terms and conditions 8seats makes available to You.
Trial Features are provided to You for testing purposes only.
You acknowledge that Trial Features:

might contain bugs, errors, or omissions;
might cause the performance of the Service to be deficient in some respects;
have not been commercially released and is still subject to further development and testing;
might never be made available for general use or otherwise be provided in a future version of the Service;
may be discontinued by 8seats or 8seats may revoke Your access to such Trial Features at any time for any or no reason, in its sole discretion, without any liability to You.

Subject to clause 10.3, to the maximum extent permitted by law, 8seats does not make any warranties for the Trial Features.
Trial Features shall be treated as 8seats’ Confidential Information under this Agreement.

8. Your Obligations

8.1 General responsibilities

You must:

co-operate with 8seats in relation to the provision of the Service; and
provide 8seats in a timely manner with all information reasonably requested by 8seats to enable it to provide the Service. You must take all reasonable steps to ensure that any information provided in accordance with the foregoing sentence is accurate.

8seats will not be responsible for any delay or deficiency in providing the Service if such delay or deficiency results from Your failure to comply with clause 8.1(a).

8.2 Acceptable use policy

You must comply, and must procure that all Invited Users (if applicable) comply, with the Acceptable Use Policy.
8seats may investigate any suspected violation of the Acceptable Use Policy. You must co-operate with any such investigation including by providing 8seats in a timely manner with all information reasonably requested by 8seats to enable it to conduct the investigation.
In addition to any other rights that 8seats has under this Agreement or at law, 8seats has the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing, disabling access to, or modifying any material that violates the Acceptable Use Policy. 8seats may report any activity that it suspects violates any Law to any appropriate law enforcement bodies and regulators.
If You wish to complain about information or materials uploaded by other users of the Service, You may contact 8seats with details of Your complaint in accordance with clause 23.6.

8.3 Accounts and invited users

In order to access and use the Service, you must create an Account by providing, at a minimum, Your full legal name and mobile phone number.
If You have a Plan for a Business Workspace, You:

may, subject to the terms of the applicable Order, invite Invited Users to access and use the Service who must create an account in order to access and use the Service (Invited User Account);
must procure that all Invited Users comply with the terms of this Agreement. Any breach of the terms of this Agreement by an Invited User (whether or not authorised by You) is deemed to be a breach of this Agreement by You;
identify all Invited Users and any subset of Invited Users to be designated as administrators, who may create, approve and revoke access for other Invited Users; and
control against unauthorised access to the Service by all Invited Users.

You are responsible for:

maintaining the confidentiality of the Account and all Invited Users Accounts (if applicable) including all names, passwords and account information that are created using the Service (Credentials); and
all activities that occur using Your Account and all Invited Users Accounts (if applicable) and otherwise as a result of Your or Invited Users’ (if applicable) access to the Service, whether or not authorised by You.

You must immediately notify 8seats of:

any unauthorized access to, or use of, the Service using Credentials; and
any loss, theft or unauthorized use of any Credentials.

9. Fees

9.1 Billing and payment

You must pay the fees for the Service as specified in the Order (if any) (Fees).
All Fees must be paid by You:

in advance in accordance with the recurring billing period (monthly or annually) specified in the Plan; and
in accordance with either of the following billing methods selected by You (Billing Method):

by way of direct debit to Your credit or debit card (Card);
by way or electronic funds transfer to 8seats’ bank account; or
credit card payment.

If clause 9.1(b)(ii)(A) applies:

You authorise 8seats to arrange for the Fees to be debited from the Card using a third-party provider (Processor) which stores Your Card information and processes payment. You must provide all Card information directly to the Processor;
Fees will be debited from the Card at the commencement of each recurring billing period (monthly or annually) specified in the Plan; and
You must ensure that there are sufficient clear funds available on the Card to allow for the Fees to be debited in accordance with this clause 9 and the Order.

If clause 9.1(b)(ii)(B) or 9.1(b)(ii)(C) applies, 8seats shall issue You with a Tax Invoice for the payment of the Fees at the commencement of each recurring billing period (monthly or annually) specified in the Plan. You must pay each Tax Invoice in accordance with 9.1(b)(ii)(B) or 9.1(b)(ii)(C) (as applicable) within 30 days of the date of the foregoing Tax Invoice.

9.2 Adding and removing invited users

If you have a current Plan for a Business Workspace, You may from time to time:

add additional Invited Users to the Order by inviting such Invited Users through the functionality provided within the Service (Additional Users). Once Additional Users have been added, the Order is immediately amended to include the Additional Users and the additional Fees applicable to such Additional Users (New Order). Within 72 hours of the foregoing 8seats will bill you via the Billing Method, and You must pay for, any applicable additional Fees for the Additional Users at 8seats’ then-current rates, on a pro rata basis for the remainder of the Current Term. Thereafter, You must pay the Fees applicable to the New Order in accordance with clause 9.1; or
remove Invited Users from the Order by removing such Invited Users through the functionality provided within the Service (Removed Users). Once Removed Users have been removed, the Order will be amended from the beginning of the next Renewal Term to remove the Removed Users and remove the applicable fees for such Removed Users. For the avoidance of doubt, You shall not be entitled to receive a refund of Fees or receive any credit for any Removed Users.

9.3 Changes to fees

Subject to clause 9.3(b), 8seats may, from time to time, change the Fees (if applicable) payable by You (Fee Change) upon the provision of at least 90 days’ notice to You.
The Fee Change will become effective at the beginning of the next Renewal Term immediately following expiration of the applicable 90-day notice period specified at clause 9.3(a).

9.4 GST

Unless otherwise stated, all Fees are exclusive of GST. A Party must pay GST on a Taxable Supply made to it under this Agreement, in addition to any consideration (excluding GST) that is payable for that Taxable Supply. It must do so at the same time and in the same way as it is required to pay the consideration for the Taxable Supply. A Party making a Taxable Supply to another Party under this Agreement must issue a Tax Invoice to the other Party, setting out the amount of the GST payable by that other party. For the purposes of this Agreement, “GST”, “Taxable Supply” and “Tax Invoice” shall have the meaning attributed to those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

10. Warranties

10.1 Mutual warranties

Each Party represents and warrants to the other that:

it has full authority to enter into this Agreement; and
it has, and will maintain throughout the Term, all necessary powers, authority and consents to fully perform its obligations and duties under this Agreement.

10.2 Exclusion of warranty

Subject to clause 10.3, to the maximum extent permitted by law, 8seats does not make any warranties for the Service. For the avoidance of doubt, 8seats:

disclaims all implied warranties, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose;
provides the Service on an “as is” and “as available” basis; and
does not warrant that:

the Service will be performed error-free or uninterrupted;
the Service will be compatible with any hardware or software;
8seats will correct all or any errors; or
the Service will meet Your requirements or expectations.

10.3 Australian Consumer Law

Nothing in this Agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law, or the exercise of a right conferred by such a provision, or any liability of 8seats in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of goods or services. For the purposes of this clause 10.3, “goods” and “services” have the meanings given under the Australian Consumer Law.
If 8seats is liable to You in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 the Australian Consumer Law that cannot be excluded, 8seats’ total liability to You for that failure is limited to, at 8seats’ option:

in the case of services, the resupply of the services or the payment of the cost of resupply; and
in the case of goods, the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired.

11. Confidential Information

Subject to clause 11(b), a Party receiving Confidential Information (Recipient) from the other Party (Discloser):

must keep the Confidential Information of the Discloser secret, and not disclose or permit its disclosure to any person, except to:

its employees, officers and agents who require access to it for the purposes of this Agreement; or
to its professional advisers,

provided that they are informed of, and comply with, the same obligations of confidentiality regarding that Confidential Information as specified under this clause 10(a);

must only use the Confidential Information of the Discloser for the purposes of this Agreement; and
is responsible for any misuse by its employees, officers, agents or professional advisers of the Discloser’s Confidential Information.

Notwithstanding clause 11(a), a Recipient may disclose Confidential Information of the Discloser:

if a disclosure is required by Law, but the Recipient intending to make the disclosure must first notify the Discloser and the Discloser may take action to object to that disclosure; or
to the extent such disclosure is authorised by this Agreement or is necessary for the Recipient to exercise and perform its respective rights and obligations under this Agreement.

All Confidential Information disclosed by a Discloser remains the property of the Discloser.

12. Privacy

Each Party must comply with its respective obligations under any applicable Privacy Laws in connection with this Agreement.
8seats handles Personal Information that You disclose to it in accordance with its Privacy Policy. The Privacy Policy is subject to change at 8seats’ discretion and any such change will become effective on the date that it is posted on 8seats’ website.
You must:

make all necessary notifications required by applicable Privacy Laws to; and
obtain all necessary consents required by applicable Privacy Laws from,

the individuals whose Personal Information You shall disclose to 8seats in the course of this Agreement to enable to 8seats to lawfully use the Personal Information in order to exercise and perform its rights and obligations under this Agreement.

You acknowledge that 8seats is reliant on You for direction as to the extent to which 8seats is entitled to use Personal Information disclosed to it in the course of, and for the purpose of, this Agreement.

13. Customer Data

13.1 Your grant of rights

You grant to 8seats (and its third-party service providers) a non-exclusive right to use, modify, develop, process, publish, disclose and transmit Customer Data as is necessary for 8seats to provide the Service in accordance with this Agreement.
You acknowledge that the Service relies on systems, networks and facilities supplied by third parties. 8seats may supply Customer Data to its third-party service providers to the extent necessary to enable 8seats to provide the Service and to exercise its rights under this Agreement.

13.2 Security

8seats must maintain commercially reasonable administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of the Customer Data while it resides in the Software.

13.3 Third party applications and customer data

You acknowledge that when You enable or use Third Party Applications in conjunction with the Service, 8seats may allow the providers of those Third Party Applications to access Customer Data as required for the interoperation of such Third Party Applications with the Service. 8seats will not be responsible nor liable for any use, disclosure, modification or deletion of Customer Data resulting from any such access by providers of Third Party Application.

13.4 Third party payment providers

8seats may make available Third Party Applications that provide payment gateway or payment processing services to You (Payment Providers). You and Invited Users (if applicable) must only input, transmit or upload credit or payment card information via the Payment Providers. You and Invited Users (if applicable) must not input, transmit or upload any credit or payment card information directly into the Service.

13.5 Backups and deletion

You are solely responsible for preparing and maintaining backups of all Customer Data. 8seats is under no obligation to backup or recover any Customer Data.
Except as may be required by law, 8seats will delete or otherwise render unrecoverable all Customer Data that remains in the Service within 90 days of the expiry or termination of this Agreement.

13.6 Customer data warranties

You represent and warrant that:

the Customer Data does not, and will not, infringe upon the Intellectual Property Rights of any third party;
You have secured all the necessary rights and consents in the Customer Data as may be necessary for You to grant the rights pursuant to this Agreement; and
the Customer Data complies with all applicable Laws.

14. Intellectual Property

8seats and its licensors retain all ownership of, and all Intellectual Property Rights in, the Service.
As between You and 8seats, You and your licensors retain all ownership of, and all Intellectual Property Rights in, the Customer Data.

15. Analyses & Monitoring

Notwithstanding anything to the contrary in this Agreement, 8seats may do any of the following:

compile and use anonymised statistical information related to the performance, operation and use of the Service by You and Invited Users (if applicable); or
collect, store and use Customer Data in aggregated and anonymised form: for security and operations management; to create statistical analyses; for product improvement; and for research and development purposes,

(collectively, Analyses).

8seats retains all ownership of, and all Intellectual Property Rights in, the Analyses.
Notwithstanding anything to the contrary in this Agreement, 8seats may use monitoring tools that may collect, store and use Customer Data for any of the following purposes:

to help facilitate 8seats’ operation of the Service;
to help resolve Your requests related to the Service;
to help detect and address threats to the functionality, security, integrity, and availability of the Service and any content, data, or applications in the Service; or
to help detect and address illegal acts or violations of the Acceptable Use Policy.

16. Feedback

You grant to 8seats a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Service (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback provided to 8seats by You or any Invited User.

17. Indemnification

17.1 Your obligations

Except to the extent caused or contributed to by 8seats’ negligent act or omission, 8seats’ wilful misconduct or 8seats’ breach of this Agreement, You indemnify and holds harmless 8seats and its Related Bodies Corporate (those indemnified) from and against all Loss incurred or sustained by those indemnified, or for which those indemnified may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill) that is caused by, in connection with, or as a result of:

Your breach of clause 13.6(a), 13.6(b) or 13.6(c)(customer data warranties); or
Your infringement of the Intellectual Property Rights of 8seats or its licensors.

17.2 8seats obligations

If a third party makes a Claim against You that the Your use of the Service infringes the Intellectual Property Rights of that third party (Third Party Claim), then 8seats must defend You against the Third Party Claim and must indemnify and hold You harmless against any Loss that You have suffered arising as a result of the Third Party Claim.
If You receive a Third Party Claim for which You seeks indemnification under clause 17.2(a), then:

You must notify 8seats as soon as reasonably practicable;
8seats must defend or settle the Third Party Claim at its own cost;
8seats must obtain Your prior written approval to any proposed settlement or compromise (which must not be unreasonably refused); and
You must provide reasonable assistance as requested by 8seats in defending or settling the Third Party Claim.

8seats shall have no liability for any Third Party Claim brought against You to the extent that the Third Party Claim arises from:

Your breach of this Agreement;
Your modification to the Service that is not expressly approved by 8seats; or
Your use of the Service in conjunction with any product or service that is not provided by 8seats.

18. Liability

Except for each Party’s indemnification obligations pursuant to clauses 17, to the maximum extent permitted by law, in no event will a Party or its Related Bodies Corporate be liable to the other Party for any special, indirect or consequential loss arising under, or in connection with, this Agreement including any:

loss of profits;
loss of sales or business;
loss of production;
loss of agreements or contracts;
loss of business opportunity;
loss of anticipated savings;
loss of or damage to goodwill;
loss of reputation;
loss of data; or
loss of use or corruption of software, data or information.

Subject to clause 18(a) and except for:

each Party’s indemnification obligations pursuant to clauses 17;
Your breach of the Acceptable Use Policy;
Your obligation to pay the Fees (if applicable);
fraud committed by a Party,

to the maximum extent permitted by law, the aggregate liability of a Party (and its Related Bodies Corporate) to the other Party in respect of any Loss arising under, or in connection with, this Agreement whether in contract, tort, or otherwise shall not exceed:

if You had a Plan for a Business Workspace on the date of the event giving rise to such liability, an amount equal to the total Fees actually paid by You to 8seats under this Agreement during the twelve (12) month period immediately preceding the date of the event giving rise to such liability; or
if You had a Plan for a Personal Space on the date of the event giving rise to such liability, an amount equal to $0.

19. Suspension

8seats may suspend (Suspension) Your and any Invited User’s (if applicable) access to, or use of, the Service if 8seats reasonably believes that:

there is a significant threat to the functionality, security, integrity, or availability of the Service or any content, data, or applications within the Service; or
there is a breach of the Acceptable Use Policy.

When reasonably practicable and lawfully permitted, 8seats will provide You with advance notice of any Suspension. 8seats will use reasonable efforts to re-establish access to, and use of, the Service but only after 8seats determines that the issue causing the Suspension has been resolved.

20. Termination

20.1 Termination for cause

Either Party may immediately terminate this Agreement by written notice to the other Party:

if the other Party commits a material breach of this Agreement that is not rectifiable;
if the other Party commits a material breach of this Agreement that is rectifiable but is not rectified within 20 days of the breaching Party receiving notice from the non-breaching Party requiring it to rectify the breach;
in accordance with clause 21(c)(force majeure); or
if an insolvency event occurs to the other Party.

8seats may immediately terminate this Agreement by written notice if:

any payment (including any Fees) due from You under this Agreement is not paid;
You breach clause 13.6(a), 13.6(b) or 13.6(c)(customer data warranties);
You breach clause 12 (privacy);
You breach the Acceptable Use Policy; or
You infringe the Intellectual Property Rights of 8seats or its licensors.

20.2 Consequences of termination

Subject to the remainder of this clause 20.2, on expiry of the Term or earlier termination of this Agreement pursuant to clause 20.1:

8seats immediately ceases to have any further obligations to provide the Service and You (and all Invited Users, if applicable) must immediately cease all access to, and use of, the Service;
You must immediately pay to 8seats all outstanding unpaid Fees; and
8seats shall comply with clause 12.5(b)(backups and deletion).

In addition to clause 20.2(a), if:

8seats terminates this Agreement pursuant to clause 20.1, then you shall forfeit any Fees that You prepaid for the period following the date of termination; or
You terminate this Agreement pursuant to clause 20.1, then 8seats shall, within 30 days, refund any Fees that You prepaid for the period following the date of termination.

Any expiry or termination of this Agreement will not affect:

any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination; and
the provisions specified in clause 23.1 which survive termination.

21. Force Majeure

If a Force Majeure Event occurs and a Party is not able to partially or wholly perform its obligations (Affected Party) under this Agreement, then, the Affected Party’s obligations under this Agreement will be suspended to the extent that the Affected Party is prevented from performing its obligations by the Force Majeure Event, provided that a Force Majeure Event does not relieve or suspend Your obligation to pay Fees pursuant to this Agreement.
The Affected Party must notify the other party as soon as practicable after the Force Majeure Event arises of the occurrence of the Force Majeure Event. The Affected Party must use its reasonable efforts to take steps to overcome the effects of the Force Majeure Event and to resume its obligations under this Agreement as soon as practicable.
If the Force Majeure Event continues for more than 60 days, the Party not affected by the Force Majeure Event may immediately terminate this Agreement by written notice to the other Party.

22. Dispute resolution

A Party claiming that a dispute has arisen in connection with this Agreement (Dispute) must notify the other Party in writing by giving details of the Dispute (Dispute Notice).
The Parties must, prior to commencing legal proceedings, attempt to resolve the Dispute by convening a meeting (Meeting) within 21 days of the date of receipt of Dispute Notice between director-level representatives appointed by each Party to discuss the possible means and terms of a resolution. If a Party fails to attend the Meeting, the other Party may commence legal proceedings.
Nothing in this clause 22 will limit a Party’s rights to seek interim injunctive relief in a court of law.

23. Other Terms

23.1 Survival

The following clauses of this Agreement survive termination or expiry of this Agreement; clause 11 (confidential information), clause 12 (privacy), clause 13.5(b)(deletion), clause 16 (feedback), clause 17 (indemnification) clause 18 (liability), clause 20.2 (consequences of termination), clause 22 (dispute resolution), clause 23 (other terms) and clause 24 (definitions).

23.2 Interpretation

Nothing in this Agreement is to be interpreted against a Party solely on the ground that the Party prepared this Agreement or a relevant part of it.
The following rules apply to interpreting this Agreement:

Headings are for convenience only and do not affect interpretation.
Mentioning anything after includes, including, or similar expressions, does not limit what else might be included.
The singular includes the plural, and the converse also applies.
If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
A reference to legislation or to a provision of legislation includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
The singular includes the plural, and the converse also applies.
A reference to dollars and $ is to Australian currency.

23.3 Subcontractors

8seats may at its discretion appoint or engage any subcontractor in connection with the performance of its obligations under this Agreement (including the provision of the Service).

23.4 Assignment

Neither Party may novate, assign or transfer any of its rights and/or obligations under Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, 8seats may, upon written notice to You, assign or novate any of its rights and/or obligations under this Agreement without Your consent to: (a) a Related Body Corporate; or (b) a third party that acquires all or substantially all of 8seats’ business or assets; or (c) a third party that participates in a merger with 8seats. You must execute and deliver any further documents and do all acts and things as may be required by 8seats to give effect to an assignment or novation pursuant to this clause 23.4.

23.5 Relationship

The relationship between the Parties under this Agreement is that of independent contractors. This Agreement does not create any joint venture, partnership, agency or employment relationship between the Parties.

23.6 Notices

Unless specified otherwise, a notice, consent, waiver or other communication (notice) in connection with this Agreement must be in writing and must be given to the receiving Party as follows:

8seats: [email protected]

You: Via the Service or the email address that You provided in the Order

A notice is regarded as given and received the next business day after the time it is sent (as recorded on the device from which the sender sent the notice) unless, in the case of email, the sender receives an automated message that the email has not been delivered.

23.7 Amendment

8seats may, from time to time, update or modify the terms of this Agreement (excluding the Fees) (Amendment) by providing You with at least 90 days’ notice (Period).
Amendments will take effect at the beginning of Your next Renewal Term immediately following the expiry of the Period.

23.8 Referral arrangements

8seats may engage third parties (each, a Referrer) from time to time to refer prospective new customers to 8seats. You acknowledges that if You were referred to 8seats by a Referrer, such Referrer may receive a fee for referring You to 8seats.

23.9 No waiver

A failure to exercise or a delay in exercising any right, power or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made in writing.

23.10 No reliance

No Party has relied on any statement, representation, assurance or warranty made or given by any other Party, except as expressly set out in this Agreement.

23.11 Entire agreement

This Agreement embodies the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior negotiation, arrangement, understanding or agreement with respect to the subject matter or any term of this Agreement.

23.12 Governing law

This Agreement is governed by the substantive and procedural laws of the State of New South Wales, Australia and the Parties agree to submit to the exclusive jurisdiction of, and venue in, the courts in New South Wales, Australia in any dispute relating to this Agreement.

23.13 Severability

If anything in this Agreement is unenforceable, illegal or void, then it is severed and the rest of this Agreement remains in force.

24.Definitions

The following definitions apply:

Acceptable Use Policy means the 8seats policy available at legal.8seats.com/acceptable-use-policy.

Agreement means, collectively, this Terms of Use (including the Acceptable Use Policy) and the Order.

Australian Consumer Law means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Business Workspace means the Plan made available by 8seats to its business customers for their internal business operations.

Claim means any claim, action, proceeding or investigation.

Commencement Date means the date that You created an Account.

Confidential Information means any information disclosed in the course of this Agreement which is confidential or proprietary in nature to a Party including any: (a) Customer Data (in Your case); (b) Trial Features (in 8seats’ case); or (c) information relating to a Party’s operations, processes, plans, know-how, designs, trade secrets, market opportunities and customer lists. Confidential Information does not include information that: (a) is in the public domain (unless it entered the public domain through breach of confidentiality by a Party); (b) is already known by the other Party at the time of disclosure and has not been obtained by the other Party either directly or indirectly from the disclosing party; or (c) is obtained lawfully from a third party without any restriction on the disclosure.

Corporations Act means the Corporations Act 2001 (Cth).

Current Term means the current term of this Agreement being the Initial Term or a subsequent Renewal Term (as applicable).

Customer Data means: (a) all Input and Output; and (b) all data (including Personal Information), text, information, images, audio, video, photographs, and other content and material, in any format, provided by You or Invited Users (if applicable) that is uploaded, stored in, or run through, the Service. Customer Data does not include any Confidential Information of 8seats.

Force Majeure Event means any act, event or cause, other than lack of funds, affecting a Party that is outside that Party’s reasonable control, including, but not limited to: war; acts of God; natural disasters; epidemics; pandemics; boycotts; labour strikes; industrial disturbances; internet outages; or telecommunications outage.

Intellectual Property Rights means all present and future intellectual property or other proprietary rights including copyright, registered and unregistered trademarks, designs, patents and any rights in respect of inventions, circuit layouts, computer programs, business or domain names, know how, trade secrets, arising anywhere in the world and whether registered or unregistered and includes any moral rights.

Invited Users means Your employees, consultants, contractors and agents who are authorised by You to use the Service pursuant to this Agreement.

Law means any statute, regulation or other statutory provision.

Loss means any loss, damage, liability, penalty, charge, claim, expense or cost (including legal fees) of any nature or kind.

Party means a party to this Agreement and “Parties” means both of them.

Personal Information has the same meaning as under the Privacy Laws.

Personal Space means the Plan made available by 8seats to individuals only for their personal (and not business) use.

Privacy Laws means the Privacy Act 1988 (Cth)(including the Australian Privacy Principles) as amended from time to time, and any other equivalent legislation, regulations, binding principles, industry codes and guidelines or ancillary regulations relating to privacy or the handling of Personal Information to which either Party is subject by Law.

Privacy Policy means 8seats’ privacy policy available at legal.8seats.com/privacy-policy as updated or amended from time to time.

Related Body Corporate has the same meaning as under the Corporations Act. “Related Bodies Corporate” is to be interpreted accordingly.

Service means the 8seats mobile, web and desktop based software-as-a-service application suite further described at Website that facilitates online communication between its users (such as through direct and group-based messaging) for personal and business use. The Service excludes Third Party Applications.

Term means, collectively, the Initial Term and subsequent Renewal Term(s) (if any).

Terms of Use means this Terms of Use (including the Acceptable Use Policy).

Third Party Applications means applications, software, AI Systems, websites, integrations or services provided by an entity other than 8seats that interoperate with the Service or may be accessed through, within, or in conjunction with Your use of the Service.

Website means www.8seats.com