Terms and Conditions of BPN Solutions

Last Updated On: 23^rd of November 2020

Effective Date: 1^st of December 2020

@ Copyright BPN Solutions, [2020]. All rights reserved; reproduction, adaptation, or translation without permission is prohibited except as allowed under the International copyright laws. All the text, graphics, design, content, and other works are the copyrighted works of BPN Solutions.

These Terms and Conditions shall be read in juxtaposition, harmony and in furtherance of the Privacy Policy and the Data Processing Policy of BPN Solutions.

Click here to read our “Privacy Policy”
Click here to read our “Data Processing Policy”

1. INTRODUCTION

Welcome to the corporate hub of BPN Solutions.

BPN Solutions Pty Ltd (“BPN”), a limited liability company, are duly registered under the laws of Australia and have its registered office at PO Box #243 Crystal Street, Petersham, NSW 2049, Australia. All use of BPN web pages located within (www.bpn-solutions.com) (the “Website”) is subject to the terms and conditions set forth below (“Terms & Conditions”), provided however that other terms of use shall apply with respect to BPN affiliates’ websites and APP’s as specified on each such website. Any use of such web pages constitutes the user’s agreement to abide by the Terms.

A Client’s access to the BPN Maestro commences with acceptance of the terms and conditions contained on the Website. BPN’s Terms and Conditions relating to the use of the Website, as well as its Privacy Policy, and other agreements between BPN and its clients, are incorporated by reference into this Website and collectively form the agreement between BPN and the Client (hereinafter referred to as “You”, “Your” or “Client”) (the “Agreement”).

By accessing and using this Website in any way, including without limitation, browsing this Website, using any information, and/or submitting any content or information of any nature to BPN, You are deemed to be conducting such transactions electronically and You thereby agree to and are bound by the Agreement, including, disclaimers of warranties, damage and remedy exclusions and limitations, and the application of Australian law.

Please read these Terms and Conditions carefully before You commence using this Website. The Terms and Conditions contained herein apply to all users of this Website, whether or not such users are Authorised Clients. If You do not agree to be bound by these Terms and Conditions of use, then You should cease using this Website and exit it immediately.

BPN RESERVES THE RIGHT TO MODIFY THESE TERMS AND CONDITIONS AT ANY TIME, AT ITS DISCRETION, AND MODIFICATIONS ARE EFFECTIVE UPON BEING POSTED ON THIS WEBSITE WITH NOTIFICATION. YOU ARE RESPONSIBLE FOR REVIEWING THESE TERMS AND CONDITIONS REGULARLY TO ENSURE THAT YOU ARE AWARE OF ANY UPDATES AND AMENDMENTS AS YOUR CONTINUED USE OF THIS WEBSITE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. If You do not agree with any subsequent modifications to these Terms and Conditions or the Agreement as a whole, You should not access or use this Website or disclose any information through this Website and should advise BPN of Your decision to withdraw accordingly.

Please (Click here to read our “Privacy Policy”) and (Click here to read our “Data Processing Policy”) which is hereby incorporated into and forms part of this Agreement by reference. The Privacy Policy and Data Processing Policy explains how we collect, use, and share Your information. By accessing and using this Website, you consent to the utilization of Your information in accordance with the Privacy Policy, Data Processing Policy and the Agreement, if applicable.

2. WEBSITE CONTENT; OWNERSHIP

• The contents of this Website are proprietary to BPN.
• The Website contains copyrighted material, trademarks, service marks, trade dress and other proprietary content, including but not limited to text, images, designs, graphics, content, source code, object code, data, features, and functionality (including but not limited to information, software, displays, video and audio, and the design, presentation, and arrangement thereof) (the “Web Content”). References to “Website” throughout the Agreement shall include Web Content.
• The Website and any content therein are the property of BPN and BPN owns the rights to the selection, compilation, arrangement, and presentation, together with any modifications, variations, updates, adaptations, and changes to the Website and the Web Content as well as all Client information entered and stored within the Website database(s).
• Neither this Agreement nor Your use of this Website transfers any right, title, or interest in or to the Website or the Web Content to You or any third party, and BPN and its licensors, retain all of their respective rights, title, and interest in this Website and the Web Content. Any rights not expressly granted to BPN or a licensor herein are reserved by BPN. You may not copy, download, republish, distribute, reproduce, post, upload, transmit, transfer, prepare alternative or derivative versions or works, or otherwise use any of the information contained on this Website, in whole or in part, in any form, without the express prior written consent of BPN.

3. ACCESS AND USE OF THIS WEBSITE

• Permitted Use. Subject to the exceptions herein, You may use this Website, provided that:
• Use of this Website is solely for Your personal use, to request further information about BPN or its products or services, or to access BPN software that You have already been authorized to access as an Authorized Client (as defined in the applicable Software Subscription agreement) through the log-in feature;
• You are not permitted to resell, redistribute, sublicense, or enable any timesharing or service bureau the use of or any information on this Website; and
• You comply with all of the terms and conditions of this Agreement in all material respects, including the exclusions further described below.
• Reliance on Information. The information presented on or through this Website is made available for informational purposes only. BPN may, from time to time, restrict access to the entire Website or parts thereof and reserves the right to modify this Website, in its sole discretion, without notice and will not be liable if, for any reason, any part of this Website, or the entire Website, is unavailable for any period of time. BPN may make such modifications at any time and for any reason without prior notice. BPN does not warrant the accuracy, completeness, or usefulness of this information and You assume any and all risk for use and reliance on the information contained within this Website at any given time. Any reliance You place, or actions You undertake, based on such information is strictly at Your own risk. BPN disclaims all liability and responsibility arising from any reliance placed on the Web Content by You or any Client of this Website, or by anyone who may be informed of any of its contents.
• BPN controls and operates this website from Singapore, with its registered office in Australia. BPN makes no representation that these materials are appropriate or available for use in other jurisdictions, although much of the Web Content is generic in nature and may be applicable in compatible locations. If You use this Website from other locations, You acknowledge that Australian law is applicable to your use of the Website and you agree to comply with applicable Australian laws. By using this Website, You represent and warrant that You are a lawful Client of this Website.
• Links to Third-Party Websites. This Website may contain links to third party websites on the Internet, which are not controlled or maintained by BPN. Links to third-party websites are provided for informational purposes only and by publishing such links, BPN is not endorsing or attempting to associate itself with any other entity. Other websites are not under BPN’s control and should you leave the Website to go to a third-party website, You do so at Your own risk and You acknowledge that BPN is not be responsible or liable for any of the text, images, videos, or any other content or information on those third-party websites. You also acknowledge that BPN is not responsible or liable for any damage or loss caused or alleged to be caused by, or in connection with, Your reliance on any information, any goods or services, or any other material provided by, on or through third-party websites. BPN recommends that You to consult third party websites’ or applications’ privacy policy whenever interacting with such websites or applications and before providing them with any personal information.

WE HEREBY DISCLAIM ANY OBLIGATION TO MONITOR THE USE OF THE WEBSITE, OR TO RETAIN THE CONTENT ON THE WEBSITE, UNLESS EXPRESSLY AGREED. Notwithstanding the foregoing, BPN reserves the right, in its sole discretion, to audit or otherwise monitor any communication transmitted using this Website. BPN further reserves the right at all times to review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, governmental request, or material business need of BPN.

4. USER-SUBMITTED CONTENT

• User-Submitted Web Content. When You submit comments, ideas, suggestions, photos, graphics, or any image, text, video, or audio files, or any other type of information through this Website, You grant Us a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use any content that You submit (“User-Submitted Web Content”). All User-Submitted Web Content shall be considered public and non-confidential information. For purposes of clarity, BPN will be under no obligation to treat User-Submitted Web Content as confidential or proprietary. You hereby grant BPN a perpetual, irrevocable, royalty-free, non-exclusive, transferable license with the right of sublicense to copy, reproduce, publicly display, publicly perform, distribute, create derivative works from, import, make, have made, offer for sale, sell, and otherwise use User-Submitted Web Content in any way BPN chooses at its sole discretion and without any duty of compensation to the User.
• Additionally, when You submit information to this Website, You represent and warrant that You have ownership and authority to post and submit the information. You agree that You will not post any information to this Website that You do not own. YOU HEREBY REPRESENT AND WARRANT THAT YOU WILL NOT UPLOAD, OR OTHERWISE TRANSMIT, USER-SUBMITTED CONTENT ONTO THIS SITE, THAT INFRINGES THE RIGHT(S) OF ANY OTHER PARTY. You further agree that You will indemnify, defend, and hold harmless BPN from and against any and all third-party demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) arising out of, in connection with, or resulting from any violation or alleged violation regarding Your User-Submitted Web Content and a third party’s proprietary or intellectual property rights.
• BY PROVIDING USER-SUBMITTED CONTENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR ALL MATERIAL THAT YOU SUBMIT, AND YOU ASSUME ALL LEGAL OBLIGATIONS RELATING TO YOUR USER-SUBMITTED CONTENT, INCLUDING BUT NOT LIMITED TO THE CONTENT’S APPROPRIATENESS, LEGALITY, AND INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.

5. DISCLAIMER OF WARRANTIES

THIS SITE, AND ALL INFORMATION CONTAINED HEREIN, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.

BPN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, RESULTS, AND SECURITY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WE MAKE NO WARRANTIES OF ANY KIND REGARDING THIS SITE, BPN, INFORMATION FOUND ON THIS SITE OR SERVICES OFFERED BY THIRD PARTIES THROUGH THIS SITE. WE MAKE NO WARRANTIES WITH REGARD TO THE ACCURACY, RELIABILITY, COMPLETENESS, COMPREHENSIVENESS, QUALITY, FUNCTIONALITY, TIMELINESS, SPEED, OR ACCESSIBILITY OF ANY INFORMATION SUPPLIED OR IN CONNECTION WITH THE CONTENT OR THE SERVICES OF THIS SITE. BPN DOES NOT WARRANT THAT THIS SITE WILL BE OPERATIONAL, SECURE, ERROR-FREE, OR VIRUS FREE. PLEASE ( click here to read our “Privacy Policy”).

You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to its Website to reconstruct any lost data.

WE HEREBY DISCLAIM ANY AND ALL LIABILITY RELATED TO THE USE OR TRANSMISSION OF PERSONALLY IDENTIFIABLE INFORMATION IN CONNECTION WITH THIS SITE OR SERVICES PROVIDED ON THIS SITE.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THIS SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THIS SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THIS SITE, OR ON ANY THIRD-PARTY WEBSITE LINKED TO THIS SITE.

6. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE BPN FROM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THIS SITE AND/OR YOUR PURCHASE OF PRODUCTS FROM THIS SITE.

IN NO EVENT WILL BPN, OUR DIRECTORS, OUR OFFICERS, OUR EMPLOYEES, OR OUR AGENTS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, OR UNDER ANY EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THIS SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THIS SITE, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THIS SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. ADDITIONALLY, YOU AGREE THAT BPN IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR YOUR EXPOSURE TO ANY DEFAMATORY, LIBELOUS, THREATENING, OBSCENE, HARASSING, OR OTHERWISE UNLAWFUL CONTENT OR INFORMATION RESULTING FROM YOUR USE OF THIS SITE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. CONSEQUENTLY, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, AND BPN, OR ONE OF ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE WILL NOT EXCEED IN THE AGGREGATE THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU TO BPN (IF ANY) OR FIVE HUNDRED DOLLARS ($500.00 AUD). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE, OR WITH ANY PORTION OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SITE.

7. INDEMNIFICATION

YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS BPN and its affiliates, officers, directors, employees, agents, contractors, licensors, and any information providers, from and against any and all third-party demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) arising out of, in connection with, or resulting from any violation or alleged violation of Your breach of or default under the terms or conditions of this Agreement, any claim arising out of, in connect with, or resulting from Your use of the Website, or any negligence, gross negligence or wilful misconduct by or on behalf of You or Your employees or agents, or any User-Submitted Web Content (or BPN’s use of it) that You provide to this Website as described under Section 4, above. For purposes of clarity, these indemnification obligations apply to Your use of this Website and Your use of this Website’s Web Content and services, other than as expressly authorized in this Agreement, Your use of any information or services obtained from this Website, and any information You provide to this Website.

YOU FURTHER AGREE THAT BPN SHALL RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, and in such case, You agree to cooperate with BPN in the defence of such matter.

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

8. NOTICES

Any notice to be given hereunder by any party to the other may be affected by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the subscription/membership form. Notices delivered personally shall be deemed communicated as an actual receipt, mailed notices shall be deemed communicated as of five (5) days after mailing.

9. ATTORNEY’S FEES AND COSTS

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable Attorney’s fees, costs and necessary disbursements incurred both before and after judgment in addition to any other relief to which such party may be entitled.

10. MEDIATION AND ARBITRATION

Any controversy between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions, of this Terms and Conditions Letter of Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the Australian laws unless the parties stipulate otherwise. The parties shall each appoint one person to hear and determine the dispute and if they are unable to agree, then the two persons so chosen shall select a third impartial Arbitrator whose decision shall be final and conclusive upon both parties. The Attorney’s fees and costs of arbitration shall be borne by the losing party, as set forth in paragraph 10, unless the parties stipulate otherwise or in such proportions as the Arbitrator shall decide.

11. GOVERNING LAW, JURISDICTION

These Terms of Use shall be construed, governed, and enforced under the laws of the Australia (without regard to rules governing conflict of law’s provisions). You agree that venue for all actions, arising out of or relating in any way to Your use of this Website, shall be in a federal or state court of competent jurisdiction located in New South Wales, Australia, within one (1) year after the claim arises. Each party waives any objection based on forum non convenience and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above.

12. SEVERABILITY

If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions will continue in full force and effect.

13. WAIVER

No waiver by BPN of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of BPN to assert a right or provision shall not constitute a waiver of such right or provision.

14. ASSIGNMENT

BPN may assign its rights and duties under this Agreement without notice to You. You may not assign your rights and duties under this Agreement, in whole or in part, without the prior written consent of BPN, and any assignment in contravention of the foregoing shall be null and void.

15. COPYRIGHT INFRINGEMENT

If You believe that Your copyrighted work or the copyrighted work of another party is being infringed, please notify BPN’s designated agent at the contact information below:

Mailing Address:
BPN Solutions Pty Ltd
PO Box # 243
Petersham, NSW, 2049, Sydney, Australia

Email Address: legal@bpn-solutions.com

When notifying Us of the alleged copyright infringement please provide Us with the following:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is claimed to have been infringed.
2. identification of the copyrighted work alleged to have been infringed.
3. a description of the material that is claimed to be infringing and information sufficient to locate the material on this Website.
4. information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address.
5. a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.

16. CONTACT US

To ask questions or comment about these Terms of Use (other than for copyright infringement claims), You may contact Us at:

17. DURATION OF THIS LETTER OF AGREEMENT

The period of this Agreement is same as of the main Agreement, unless sooner terminated by BPN Solutions for misuse of services or any other reason deemed sufficient by BPN Solutions for termination or cancellation of subscription/membership. BPN Solutions reserves the right to suspend, cancel or terminate the Agreement any time without assigning any reason.

18. VIOLATION OF THIS LETTER OF AGREEMENT

Letting any other person by allowing him/her to represent you without permission of BPN Solutions and/or any report of inappropriate, fraudulent or negative behaviour or conduct may cause violation of this Agreement. On first reporting of such incident, you will be issued a warning not to misuse the facilities provided by BPN Solutions to you. On second report, you agree to be fined by BPN Solutions up to $200 USD which shall increase up to $500 USD along with blacklisting you for future use of this site, service and entering into any other Letter of Agreement with BPN Solutions.

19. FEEDBACK

All comments, complaints, feedback, information or materials submitted by the reporter to BPN Solutions through or in association with provision of your using of our services shall be considered non-confidential and BPN Solutions property. BPN Solutions may use such comments, complaints, information or materials in any way it chooses in unrestricted basis. This information will be forwarded to you for betterment of your services.

20. ENTIRE AGREEMENT

These Terms of Use, along with the Privacy Policy (including the cookie policy embedded in the Privacy Policy) and Data Processing Policy referenced herein, represent the entire understanding and complete agreement by and among Client and BPN. Sections 1, 2, 5-14, and this Section 15 shall survive any termination of these Terms of Use.

BY USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, AND YOU AGREE TO BE BOUND BY ALL APPLICABLE TERMS AND CONDITIONS.