Terms Of Service 

PRACTICE PROTECT AUSTRALIA PTY LTD d/b/a PRACTICE PROTECT AND/OR ITS AFFILIATES (“PRACTICE PROTECT”) IS WILLING TO GRANT ACCESS TO THE SAAS PRODUCTS TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SAAS PRODUCTS (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS AGREEMENT. CUSTOMER AND PRACTICE PROTECT MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”. 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SAAS PRODUCTS. THIS SAAS TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND PRACTICE PROTECT. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SAAS PRODUCTS, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SAAS PRODUCTS. 

  1. Access and Use 
  1. Payment and Taxes 
  1. Compliance Documents 
  1. Rights in Intellectual Property 
  1. Confidentiality 
  1. Security and Processing of Personal Data 
  1. Warranties 
  1. Indemnification 
  1. Limitation of Liability 
  1. Assignment. Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any and all of its rights and obligations under this Agreement to a successor in interest in the event of a merger or acquisition or to an Affiliate, upon written notice to the other Party. 
  1. Restricted Rights and Export Control 
  1. Professional Services.Customer may separately purchase from Practice Protect professional services in relation to the SaaS Products as may be generally available by Practice Protect to its customers, pursuant to Practice Protect’s then applicable professional services terms. 
  1. Term and Termination 
  1. Miscellaneous  
  1. Definitions and Interpretation. The following definitions and rules of interpretation apply in this Agreement: 

“Affiliate” means a company controlling, controlled by, or under common control with a Party (an entity will be deemed to have control if it owns over 50% of another entity). 

“Agents” means Practice Protect’s and its licensors proprietary software, systems and locally-installed software agents and connectors that interact with the SaaS Products as may be provided by Practice Protect in connection with the SaaS Products. 

“Applicable Data Protection Laws” means the EU General Data Protection Regulation (2016/679) (“GDPR”), any applicable laws of EU member states implementing the GDPR (including the UK Data Protection Act 2018), and the California Consumer Privacy Act, in each case as amended, consolidated, re-enacted or replaced from time to time and only if and insofar as they apply. 

“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the SaaS Products solely for the internal use of Customer and its Affiliates, subject to the terms and conditions of this Agreement. 

“Compliance Documents” means the privacy policy, third party access agreement, cyber incident response plan, information security plan, IT and internet usage policy, and any other compliance documents that are made available from time to time by Practice Protect in electronic or tangible form. 

“Confidential Information” means all information provided by the disclosing Party to the receiving Party concerning the disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing Party at the time of disclosure. 

“Customer Data” means all data and/or content uploaded to the SaaS Products by Customer (including where applicable Authorized Users), and in all data derived from it, including personal data. For the avoidance of doubt, Customer Data does not include Usage Data. 

“Practice Protect” means the Practice Protect legal entity specified herein above, at the address specified in Section 13.2 “Notices.” 

“Documentation” means the user guides, installation documents, security fundamentals documentation, and specifications for the SaaS Products that are made available from time to time by Practice Protect in electronic or tangible form, but excluding any sales or marketing materials. 

“Indirect Taxes” means excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes, duties, customs or tariffs (however designated, levied or based and whether foreign or domestic, federal or state). 

“Intellectual Property” means a Party’s proprietary material, technology, or processes (excluding the SaaS Products and Documentation), including services, software tools, proprietary framework and methodology, hardware designs, algorithms, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a third party) and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to practice, or developed. 

“Notice” means any notice or other communication required or permitted under this Agreement. 

“Order” means Practice Protect’s terms are accepted by Customer via  the Practice Protect online automated subscription portal as submitted to Practice Protect to order Practice Protect’s SaaS Products, which references the SaaS Products, pricing, payment terms, quantities and other applicable terms set forth in this Agreement and the subscription portal. 

“OSS Licenses” means the respective open source licenses that the Third-Party Materials are subject to. 

“Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list. 

“SaaS Products” means the software-as-a-service products specified in the Order as further described in the Documentation (including any updates and upgrades to the SaaS Products provided by Practice Protect in its sole discretion, and any software, systems and locally-installed software agents and connectors that interact with the SaaS Products as may be provided by Practice Protect in connection with the SaaS Products). 

“Subscription Term” means the period of time during which Customer is subscribed to the SaaS Products, as specified in an Order and which shall begin upon delivery of the SaaS Products. 

“Suggestions” means, any ideas or suggestions for improvements, new features, functionalities, corrections, enhancements or changes to the SaaS Products suggested by Customer to Practice Protect, which constitute Intellectual Property rights under applicable law. 

“Third-Party Materials” means open source software programs that are made available by third parties under their respective OSS Licenses. 

“Usage Data” means data generated in connection with Customer’s access, use and configuration of the SaaS Products and data derived from it (e.g., types of applications or accounts utilized or interacting with the SaaS Products). 

Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list. 

Should Customer have any questions concerning this Agreement, or if Customer desires to contact Practice Protect for any reason, please e-mail us at: operations@practiceprotect.com. 

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