Nadrama Subscription Agreement

Last modified: 28th March 2025

This Subscription Agreement ("Agreement") is an agreement between
Nadrama Pty Ltd (ACN 674 881 924) ("Nadrama", "we", "our", or "us"),
and
you, or the Entity you represent ("Customer")
and governs your use of our Services (as defined below).

Acceptance of the Agreement
1. This Agreement is effective when you click to accept it, use or access the Services, or otherwise indicate your acceptance of the Agreement. If you are entering into this Agreement on behalf of a company, organisation, or another legal entity (an "Entity"), you are agreeing to this Agreement for that Entity and representing to Nadrama that you have the authority to bind such Entity to this Agreement.
About our Services
1. Nadrama offers a Software-as-a-Service (SaaS) container management platform, including a hybrid architecture where part of the Services run on infrastructure owned and operated by Nadrama, and part of the Services run on infrastructure owned by the Customer and operated in their Cloud Account by Nadrama.
2. Nadrama offers both free and paid Subscription Plans for its Services. These Terms apply to both free and paid Subscription Plans. Subscription Plans are described on the Nadrama Pricing Page at https://nadrama.com/pricing
Definitions and Interpretations
1. Definitions
  - In this agreement unless the context otherwise requires
  - Intellectual Property means copyrights, patents, trade marks, service marks, trade names, designs, software source code, software binaries, and similar industrial, commercial and intellectual property (whether registered or not and whether protected by statute or not and including formulae, recipes and know-how).
  - Website means https://nadrama.com
  - Console means https://console.nadrama.com
  - Nadrama Account means an Account created on Nadrama's Software-as-a-Service (SaaS) platform, belonging to either to an individual or organisation. To create a new Nadrama Account, please go to the Console sign-up page at https://console.nadrama.com/signup
  - Subscription means the Services provided to a Nadrama Account, at a service level (Subscription Plan), for a time period (Subscription Term).
  - Subscription Plan means the service level for the Subscription. Subscription Plan costs, service capacity, features, and inclusions are outlined on the Nadrama pricing page at https://nadrama.com/pricing (Pricing Page).
  - Subscription Term means a duration of time of a Subscription. When a Subscription is created, it's Subscription Term will be as set out on the Pricing Page. A Subscription will automatically renew at the end of each Subscription Term unless terminated as outlined below. If a Subscription is upgraded to a new Subscription Plan, the Subscription Term may be prorated for its first Term, and thereafter renew at the duration of time as set out on the Pricing Page at the time of upgrade. If a Subscription Plan is downgraded, it will not be prorated, and the new Subscription Plan will begin at that next Subscription Term, for the duration of time as set out on the Pricing Page at the time of downgrade.
  - Cloud Provider means a service provider which the Services can connect to, such as Amazon Web Services (AWS), Cloudflare, Google Cloud (GCP), Microsoft Azure (Azure), DigitalOcean, or any other service provider which the Services support connectivity to.
  - Cloud Account means a Cloud Provider account/project/resource container which the Customer provides Nadrama or the Services access to, for example an AWS Account or Google Cloud project.
  - Cluster means a collection of infrastructure which enables software containers to run and operate.
  - Demo Cluster means a Cluster which runs exclusively on infrastructure owned by Nadrama, designed to operate temporarily, to be used for demonstration purposes only.
2. Interpretations
  In this agreement unless the context otherwise requires:
  1. a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
  2. the singular includes the plural and vice versa;
  3. a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
  4. a reference to any gender refers to all genders;
  5. a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to this agreement;
  6. a recital, schedule, annexure or description of the parties forms part of this agreement;
  7. a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
  8. a reference to any party to this agreement, or any other document or arrangement, includes that party's executors, administrators, substitutes, successors and permitted assigns;
  9. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
  10. where an expression is defined anywhere in this agreement it has the same meaning throughout;
  11. a reference to time is to local time in Victoria; and
  12. a reference to "dollars" or "$" is to an amount in Australian currency.
Security, Data Use, and Data Privacy
1. Nadrama takes your privacy seriously and information provided through your use of the Website and/or Services are subject to Nadrama's Privacy Policy, which is available on the Website at https://nadrama.com/privacy
2. Nadrama collects, stores, and processes your data on the Website and the Services. The data is used to serve the Website to you and to provide Services, as well as to facilitate Nadrama's business operations.
3. The Privacy Policy outlines how your data is collected, stored, and processed by Nadrama.
4. The Privacy Policy also addresses Nadrama's processes, policies, and obligations in respect of data encryption, removal requests, and security breaches.
Software-as-a-Service (SaaS) Services, Subscription, and Support
1. You may not use the Services and may not accept the Terms if:
  1. you are not of legal age to form a binding contract with Nadrama; or
  2. you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services
2. To use the Nadrama Services, users must create or join a Nadrama Account on our platform.
  1. When a Nadrama Account is first created, you are creating a Subscription to the Free Subscription Plan. Thereafter, you may be able to request Subscription Plan upgrades/downgrades to other Subscription Plans, subject to availability.
  2. In creating the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription and Subscription Plan you use is suitable for your use.
  3. Creation of a Nadrama Account indicates acceptance of this Agreement.
  4. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including but not limited to first and last name, email address, country, company name, business invoicing details, and credit card details.
  5. You warrant that any information you give to Nadrama in the course of completing the registration process will always be accurate, correct and up to date.
3. Once you have a Nadrama Account, Nadrama may offer the ability to create Demo Clusters.
  1. Demo Clusters are intended for demonstration purposes only and are not intended for development or production use.
  2. Unlike a standard Cluster which uses a hybrid architecture that runs across infrastructure owned by Nadrama and infrastructure owned by the Customer, Demo Clusters exclusively run on infrastructure owned by Nadrama.
  3. Demo Clusters may be automatically deleted, without warning, at any time, and will typically be deleted after a specified period of time (45 minutes). Upon deletion, Nadrama may delete all data associated with the Demo Cluster. Nadrama may also retain some or all Demo Cluster data at its discretion, in particular for responding to any breach or possible or suspected breach of this Agreement.
4. Once you have a Nadrama Account, you can connect it to one or more Cloud Accounts with your Cloud Provider provider (such as Amazon Web Services, Cloudflare, Google Cloud, Microsoft Azure, DigitalOcean).
5. Once you have connected a Cloud Account, you can create and manage Clusters.
6. Subject to the terms of this Agreement, Nadrama will use commercially reasonable efforts to provide the Customer the Services.
7. Subject to this Agreement, Nadrama will provide the Customer with reasonable technical support services in accordance with their Subscription Plan and Nadrama's standard practice.
Acceptable use of the Service
1. Nadrama's Website, the content, and the Services must only be used lawfully. Nadrama reserves the right to suspend, cancel, or otherwise deny access to users and Accounts who use the Website, the content, or the Services:
  1. To engage in any act that would disrupt the access, availability, and security of Nadrama and other services, including but not limited to:
    1. Tampering with, reverse-engineering, or hacking our servers.
    2. Modifying, disabling, or compromising the performance of the Nadrama Website or Services or of other services.
    3. Overwhelming, or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources.
    4. Compromising the integrity of our system, including probing, scanning and testing the vulnerability of our system unless expressly permitted by Nadrama.
  2. For any illegal purpose, or to violate any laws, including and without limitation to data, privacy, and export control laws.
  3. To stalk, harass or threaten users and any member of the public.
  4. To misrepresent or defraud any user or member of the public through phishing, spoofing, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Nadrama or any third party
  5. To access or search any part of the Services, or any other Services owned by Nadrama other than our publicly supported interface, or otherwise allowed for in an applicable Software Licensing Agreement.
  6. To post, upload, share, or otherwise circulate content in violation of Nadrama's content policy
Restrictions and Responsibilities
1. Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed to in writing by Nadrama Pty Ltd, the Customer must not:
  1. modify the Software or merge any aspect of the Software with another programme, record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software or in relation to the Services;
  2. licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software or the Services;
  3. engage in unauthorised access to or use of data, services, systems or networks, including any attempt to hack, probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures;
  4. access, store, distribute or transmit:
    1. viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;
    2. material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
    3. material that facilitates illegal activity; or
    4. material that abuses or causes damage or injury to any person or property;
  5. provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software;
  6. share any features of the Software that are not publicly available with any unauthorised third party;
  7. engage in any conduct on the Software that is in breach of this Agreement (or any agreements mentioned therein); and
  8. encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.
  Any breach of this clause constitutes a breach of this Agreement and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software or the Services, and/or take further actions against you for breach of this Agreement.
2. With respect to any Services distributed or provided to the Customer for use on the Customer's premises or devices, Nadrama hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable license to use such Services during the Subscription Term only in connection with the Services.
3. The Customer represents, covenants, and warrants that the Customer will use the Services only in compliance with Nadrama's standard published policies then in effect (Policy) and all applicable laws and regulations.
4. The Customer hereby agrees to indemnify and hold harmless Nadrama against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer's use of Services. Although Nadrama has no obligation to monitor the Customer's use of the Services, Nadrama may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
5. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, Equipment). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer's knowledge or consent.
Confidentiality and Proprietary Rights
1. Each party (Receiving Party) understands that the other party (Disclosing Party) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (referred to as Proprietary Information of the Disclosing Party).
2. Proprietary Information of Nadrama includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to Nadrama to enable the provision of the Services (Customer Data).
3. The Receiving Party agrees:
  1. to take reasonable precautions to protect such Proprietary Information, and
  2. not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4. The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. Nadrama shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all Intellectual Property related to any of the foregoing.
5. Notwithstanding anything to the contrary, Nadrama shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Nadrama will be free (during and after the term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Nadrama offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
6. Both parties agree to promptly destroy any Proprietary Information of the other party that is within their possession when this Agreement is terminated.
7. No rights or licenses are granted except as expressly set out in this Agreement.
Intellectual Property
1. Subject to clauses 9(a) and 9(b), Nadrama grants the Customer a personal, non-exclusive, non-transferable and revocable license to permit its authorised users to access and use the Software and the Services (including the Intellectual Property contained therein) throughout the world during the Term.
2. All rights, title or interest in and to the Software and any information or technology that may be provided to, or accessed by, you in connection with your use of the Software or Services is owned, and will remain owned, by Nadrama or its licensors (Provider IP). Using the Software or the Services does not transfer any ownership or rights, title or interest in and to the Provider IP.
3. All Intellectual Property discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software or the provision of any Services will automatically vest in, and are assigned to, Nadrama, including any enhancements, improvements and modifications to the Provider IP (collectively, Developed IP).
4. The Customer must not represent to anyone or in any manner whatsoever that they are the proprietor of the Software and/or the Provider IP.
5. The Customer agrees that Nadrama may refer to the Customer, their business name, publish their logo and/or trade mark and make reference to the Customer as a customer of Nadrama in any communications or publications for the purposes of marketing or promoting Nadrama's business.
6. The Customer agrees to maintain the confidentiality of any proprietary information disclosed by Nadrama in connection with the Services, including but not limited to the Software's source code, algorithms, and technical specifications. The Customer shall use such information solely for the purpose of using the Services as permitted under this Agreement and shall not disclose such information to any third party without Nadrama's prior written consent. This obligation of confidentiality shall survive the termination of this Agreement for a period of five (5) years.
7. The Customer acknowledges and agrees that any feedback, suggestions, ideas, or other information provided by the Customer regarding the Software or Services ("Feedback") will be owned by Nadrama. The Customer hereby assigns all rights, title, and interest in and to such Feedback to Nadrama, and agrees to assist Nadrama, at Nadrama's expense, in perfecting and enforcing such rights.
Payment of Fees
1. The Customer will pay Nadrama the then applicable fees described on the Pricing Page for their Subscription Plan for the Services in accordance with this Agreement (Fees).
2. Payments of Fees may be made using third-party applications and services not owned, operated, or otherwise controlled by Nadrama. The Customer acknowledges and agrees that Nadrama will not be liable for any losses or damage arising from the operations of third-party payment applications and services. The Customer further acknowledge and warrant that they have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services they choose to use as a payment method for the Services.
3. Where a request for the payment of the Fees is returned or denied, for any reason, by a financial institution or is unpaid by the Customer for any other reason, the Customer is liable for any costs, including banking fees and charges, associated with the Fees.
4. If the Customer's use of the Services exceeds the service capacity set forth on the Subscription Plan or otherwise requires the payment of additional fees (per the terms of this Agreement), the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided in this Agreement.
5. Nadrama reserves the right to change the Fees or applicable charges and to institute new charges and Fees at any time and that the varied Fees will come into effect following the conclusion of the current Subscription Term. Nadrama will notify the Customer of any changes to the Fees via the email address(es) associated with their Account.
6. If the Customer believes that Nadrama has billed the Customer incorrectly, the Customer must contact Nadrama no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Nadrama's customer support department.
7. Nadrama may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Nadrama thirty (30) days after the mailing date of the invoice.
8. Unpaid amounts are subject to an interest charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
9. Where applicable, any goods or services tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement and any other taxes, duties or levies will be paid by the Customer at the then- prevailing rate.
Refund Policy
1. Nadrama offers refunds in accordance with the Australian Consumer Law and on the terms set out in these terms and conditions. Any benefits set out in these terms and conditions may apply in addition to consumer's rights under the Australian Consumer Law.
2. Nadrama will refund the Fees in the event Nadrama is unable to continue to provide the Services or if the manager of Nadrama makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund may be in the proportional amount of the Fees that remains unused by the Account (Refund).
Subscription Term and Termination
1. Subject to earlier termination as provided below, this Agreement is for the Subscription Term, and shall be automatically renewed for additional periods of the same duration as the previous Subscription Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current Subscription Term.
2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. The Customer will pay in full for the Services up to and including the last day on which the Services are subscribed. Nadrama may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
3. Notwithstanding any other provision of this Agreement, Nadrama reserves the right to suspend or terminate the Customer's access to the Services immediately and without notice if Nadrama reasonably believes that the Customer has violated any provision of this Agreement or poses a threat to the security or integrity of the Services or other users. In such event, the Customer shall not be entitled to any refund of prepaid fees, and Nadrama shall not be liable for any damages resulting from such suspension or termination.
Warranty and Disclaimer
1. Nadrama shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Nadrama or by third-party providers, or because of other causes beyond Nadrama's reasonable control, but Nadrama shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, Nadrama does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
2. While all due care has been taken, Nadrama does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by Nadrama.
3. To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by Nadrama other than as required at law.
4. Nadrama makes no representations, warranties or guarantees:
  1. that content available on, or produced by or via, the Software or the Services is accurate, complete, reliable, current, error-free or suitable for any particular purpose; or
  2. that the Software and/or the Services are or will be free from viruses, worm, trojan or other malicious code. The Customer responsible for taking precautions in this respect.
5. Nadrama's obligation and the Customer's exclusive remedy during the Subscription Term are limited, in Nadrama's absolute discretion, to:
  1. Nadrama, at its own expense, using all reasonable endeavours to rectify any non- conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
  2. a refund of the Fees paid if, in Nadrama's reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate.
6. The Customer acknowledges and accepts that it is the Customer's sole responsibility to ensure that:
  1. the facilities and functions of the Services meet the Customer's requirements;
  2. the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer's jurisdiction.
  3. Nadrama does not purport to provide any legal, taxation or accountancy advice by providing the Services under this Agreement.
7. Nadrama will not be liable for any failure of the Services to provide any function not described in the documentation (provided online as part of the Services) or any failure attributable to:
  1. any modification to the Services other than by Nadrama;
  2. accident, abuse or misapplication of Services by the Customer;
  3. use of the Services with other software or equipment without Nadrama's written consent;
  4. use of other than the latest, unaltered current release of the Services; or
  5. use other than in accordance with this Agreement.
8. For the Services to work with a Cloud Account, the Services requires constant and ongoing access.
  1. The requirements for access are outlined to the Customer during setup of a Cloud Account (for example, as part of the AWS Cloudformation template when connecting to AWS).
  2. The requirements for Cloud Account access may change. When the requirements for access change, the Customer will be notified via the email address(es) associated with the Account, or via the user interface when using the Services. The Customer is expected to implement the changes of requirements correctly within seven days of being notified
  3. Nadrama will not be liable for any failure of the Services resulting from changes or disruptions to the required access or failure to update the required access correctly within the required timeframe.
9. The Services will provision, update, and de-provision infrastructure in a Cloud Account once the Customer has provided the required access.
  1. The Customer is responsible for all costs associated with the Cloud Account, including the ongoing infrastructure costs (for example, hourly VM costs) and billable usage costs (for example, disk or bandwidth I/O charges) incurred in the Cloud Account. Nadrama will not be liable for any costs associated with the Cloud Account.
  2. Nadrama will not be liable for any failure of the Services resulting from changes to the provisioned infrastructure. Nadrama will not be liable for any failure of the Services resulting Cloud Account configurations which impede the successful operation of infrastructure provisioned by the Services (for example, Network ACLs, Security Groups, or firewalls preventing connections between Service-provisioned VMs).
  3. Nadrama will not be liable for any costs associated with infrastructure and usage in a Cloud Account, including those which may occur from use of the Services during and after the termination of this agreement.
10. If, upon investigation, a problem with the Services is determined not to be Nadrama's responsibility, Nadrama may invoice the Customer immediately for all reasonable costs and expenses incurred by Nadrama in the course of or in consequence of such investigation.
11. The Customer acknowledges and agrees that Nadrama's sole liability, and the Customer's exclusive remedy, for any breach of warranty shall be limited to Nadrama's reasonable efforts to correct the non-conforming Services as described in clause 9(e). In no event shall Nadrama be liable for any loss of data, loss of profits, or any other special, incidental, consequential, or indirect damages arising from the Customer's use of the Services, even if Nadrama has been advised of the possibility of such damages.
Indemnity
The Customer will at all times indemnify and hold harmless Nadrama and its officers, employees, agents, contributors, third party providers, and affiliates in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or arising directly or indirectly from:
1. a breach by the Customer of its obligations under this Agreement;
2. any wilful, unlawful or negligent act or omission of the Customer.
Limitation on liability
1. Except in the case of death or personal injury caused by Nadrama's negligence, the liability of Nadrama under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by the Customer to Nadrama for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Nadrama has been advised of the possibility of such damages.
2. Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.
Dispute Resolution
1. Compulsory:
  If a dispute arises out of or relates to this Agreement, neither Party may commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
2. Notice:
  A Party to this Agreement claiming a dispute (Dispute) as arisen under the terms of this Agreement, must give written notice to the other Party detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (Dispute Notice).
3. Resolution:
  On receipt of the Dispute Notice by the other Party, the Parties to this Agreement must:
  1. within seven days of the Dispute Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
  2. If for any reason whatsoever, 21 days after the date of the Dispute Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Mediation Association or his or her nominee and attend a mediation;
  3. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
  4. The mediation will be held in Victoria, Australia.
4. Confidential
  All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" communications.
5. Termination of Mediation:
  If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
6. In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
7. Notwithstanding the foregoing, nothing in this dispute resolution process shall prevent either Party from seeking urgent interlocutory relief from a court of competent jurisdiction in respect of any matter arising under this Agreement. The Parties agree that any legal proceedings must be filed within one (1) year after the cause of action arises, otherwise such claim shall be deemed waived and time-barred.
Changes to this Agreement
1. Nadrama reserves the right to make modifications to this Agreement at any time. If a revision materially alters your rights we will use reasonable efforts to contact you, including sending a notification to the e-mail address(es) associated with your Services. In some instances you may be required to indicate your consent to the revised terms in order to continue accessing the Service. Unless otherwise specified, any modifications to this Agreement will take effect at the start of the Subscription Term following the notice. If you do not agree with the revised terms, your sole and exclusive remedy will be not to renew your Subscription.
General
1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
2. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
3. This Agreement is not assignable, transferable or sublicensable by the Customer except with Nadrama’s prior written consent. Nadrama may transfer and assign any of its rights and obligations under this Agreement without consent.
4. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
5. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind Nadrama in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
6. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Venue and Jurisdiction
1. The Website and the content and the Services offered by Nadrama is intended to be viewed and used by residents of any country globally. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.
Governing Law
1. This Agreement and the Terms takes effect, are governed by, and will be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Severance
1. If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

Nadrama.com