Terms & Conditions
1.2 These T&Cs will override previous conditions that you had received or accessed through this Site.
1.3 Please read these T&Cs carefully. If you do not agree with the terms of these T&Cs, you must immediately cease your access or use of the Services.
1.4 By subscribing to, accessing, using or otherwise using the Services:
- (a) you warrant that you are at least 18 years old;
- (b) you agree to enter into a binding legal contract with us; and
- (c) you are deemed to have agreed to, and accepted, the terms of these T&Cs on your behalf and on behalf of any entity for whom you access, use or browse the Services, whether as an Authorised User or otherwise.
1.4 We reserve the right to review, change and update these T&Cs by updating this page at our sole discretion. We will use reasonable efforts to provide you with notice when we update these T&Cs. Any changes to these T&Cs will take immediate effect from the date of publication.
2. LICENCE AGREEMENT
2.1 We grant you and your Authorised User(s) a limited, revocable, non-transferable, non-sublicensable and non-exclusive licence to access and use the Services (including, to avoid doubt, access to the Platform) (Licence), subject to the terms of these T&Cs and payment of the applicable Fees by you.
2.2 Your Licence will be limited by the subscription selected and paid for by you, whether via the Site or otherwise. Details of such limits are as specified on the Site from time to time.
2.3 You agree not to, and you will not permit others (including Authorised Users) to:
- (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Services or make the Services (or any part of them, including the Platform) available to any third party; or
- (b) in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Licence.
3. SITE AND SERVICES
3.1. To access certain content on the Site and the Services, you must first register for an account on the Site (Account) by providing us with Registration Data and nominating a password.
3.2. You must keep your Registration Data up to date at all times and your password confidential and secure. We may, at our absolute discretion, refuse any registration requests.
3.3. You warrant that your access to, or use of, the Services and Site is not prohibited by any applicable laws. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.
3.4. We may, at our absolute discretion, terminate your Account, disable your Account, restrict your access to the Services, or impose any other limits or restrictions on your use of the Services whether temporarily or permanently, where you have breached these T&Cs or for any reasonable reason, at any time. Under these circumstances, you may be prevented from accessing any content associated with your Account. We agree that we will not be liable to you or any third party if this occurs.
3.5. We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services, the Site and any related services (Updates). These may be automatically installed without providing any additional notice or receiving any additional consent. By continuing to use the Services or Site after an Update, you are deemed to have consented to the Updates. If you do not consent to such Updates, you must immediately cease to access or use the Services and Site.
3.6. The Services or Site may contain links to third party websites. We do not represent that we have any relationship with such websites nor recommend or endorse any goods, services or third party content appearing on, or via, other websites linked to the Site or from the Services. We are not responsible for any loss or damage that may arise from your access to, and/or use of, third party websites, products and services. Additionally, we are not responsible for the content or privacy practices associated with linked websites. You should make your own enquiries before using or accessing third party websites.
3.7. You must not, and must not attempt or permit any person (including any Authorised Users) to:
- (a) use the Services or Site other than for its intended purpose;
- (b) modify the Services or Site, or merge any aspect of the Services or Site with another programme, unless otherwise permitted in writing by us;
- (c) adapt, record, copy, duplicate, reproduce, disassemble, decompile, reverse compile, reverse engineer, create derivative works from, frame, download, transmit or distribute any or all of the following:
- (i) any aspect of the Services (including the Platform);
- (ii) the Site;
- (iii) any source code related the Services or Site, or otherwise attempt to discover, interfere with or access such source code;
- (iv) any documents, manuals or setup instructions provided in relation to the Services or Site; and
- (v) any content made available on the Services or Site,
- except to the extent that any applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact us and provide us with an opportunity to create such changes as are needed for interoperability purposes;
- (d) release the results of any performance or functional evaluation of any part of the Services or Site to any third party without our prior written approval for each such release;
- (e) engage in any activity that may interfere with, or disrupt, the Services, Site, the servers and networks that host the Services or Site or another person’s access to, or use of, the Services or Site, including, but not limited to, accessing, storing, distributing or transmitting:
- (i) virus, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Services;
- (ii) 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;
- (iii) material that facilitates illegal activity; or
- (iv) material that abuses or causes damage or injury to any person or property;
- (f) circumvent, disable or otherwise interfere with any security-related features of the Services or Site;
- (g) provide any unauthorised third party any means to access or use the Services, including login details or passwords to the Services;
- (h) share any features of the Services or Site that are not publicly available with any third party;
- (i) remove or alter any Intellectual Property Right, including any trade mark, logo, copyright or other proprietary notices, legends, symbols or labels in the Services or Site; and/or
- (j) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measure.
4. YOUR OBLIGATIONS
4.1. You acknowledge that our ability to be able to provide the Site and the Services to you is dependent on your full and timely cooperation. You will and will ensure that your Authorised User(s) will:
- (a) co-operate with and assist us in providing access to the Site and Services;
- (b) not wilfully or negligently cause harm or damage to the Site and Services;
- (c) not use the Site and Services in any manner that may breach any applicable laws or third party's rights (including Intellectual Property Rights);
- (d) procure any appropriate third parties rights necessary for us to provide the Site and Services to you. If you do not procure such rights, you acknowledge that we may not be able to provide you full access to the Services;
- (e) promptly provide us with full and accurate information, data and explanations as and when required;
- (f) ensure that any information in relation to your business set out in any written communication provided by us to you is correct and up-to-date, and to promptly notify us of any changes to such information during the Term; and
- (g) comply with, and not cause or allow any breach of or do anything which might put us or our suppliers in breach of, any:
- (i) applicable laws, regulations, government direction and industry standards or codes with respect to your activities and obligations under these T&Cs; and
- (ii) reasonable directions and guidelines from us as advised from time to time;
4.2. You will, and will ensure that your Authorised User(s) will, implement, maintain and operate reasonable and appropriate:
- (a) level(s) of security for all relevant Devices, including taking all reasonable steps to ensure that:
- (i) your hardware, infrastructure (including Devices), network and systems meet any and all relevant specifications, guidelines and minimum technical requirements as communicated by us to you from time to time; and
- (ii) reasonable and appropriate data security measures with respect to any Device used to access the Services are maintained at all times;
- (iii) precautions are taken to ensure that those Devices used by you to access and use the Services or Site do not expose you or your Devices to any viruses, malicious computer code or other forms of interference which may damage your computer system;
- (b) data security measures in relation to the Customer Data within all relevant Customer controlled Devices and network, having regard to the nature of the Customer Data, including:
- (i) using appropriate firewall and encryption technologies;
- (ii) applying latest security patches and Updates;
- (iii) disabling any unnecessary ports; and
- (iv) conducting regular security audits.
4.3. You will and will ensure that your Authorised User(s) will notify us of:
- (a) any security breach or unauthorised access to the Site, the Services or your Account (including any loss or misuse of confidential information) that you become aware of immediately; and
- (b) any errors in relation to the Site, the Services or your Account as soon as practicable;
5. OUR OBLIGATIONS
5.1. We will investigate any problems or errors arising in relation to the Services, provided that you:
- (a) notify us of the error in writing as soon as practicable after you encounter the error, by email to firstname.lastname@example.org or such other email as stated on the Site; and
- (b) give us all necessary information to investigate the matter.
5.2. There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing any or all of the Services and Site as soon as we are able to. You acknowledge that, in such circumstances, there may be a delay before we can recommence or continue providing any or all of the Platform, Site and Services (as the context requires).
5.3. We may subcontract any part of our obligations under these T&Cs without your prior consent. We acknowledge and agree that we will be liable for our subcontractors’ acts and omissions in relation to these T&Cs.
6.2. In connection with these T&Cs and in accessing or using the Services or Site, you must, and ensure that your Authorised Users will, at all times:
- (a) comply with your obligations under all applicable laws (including Privacy Laws and the Spam Act 2003 (Cth)); and
- (b) take all reasonable steps to assist us to comply with our obligations under applicable Privacy Laws and other laws, as may be notified by us to you from time to time.
6.3. We will take commercially reasonable endeavours to secure the Customer Data in the course of providing the Services, such as through:
- (a) implementing reasonable network, device application, database and platform security;
- (b) securing information and data transmission, storage and disposal; and
- (c) implementing any other reasonable administrative, physical and technical safeguards to protect the Customer Data.
6.4. Through your use of the Services or Site, you may provide or make available Customer Data to us or other users of the Services or Site. Without limiting anything in this T&Cs, you are solely responsible for:
- (a) the quality, accuracy and integrity of all Customer Data; and
- (b) ensuring that all requirements relating to the use, disclosure and sharing of Customer Data arising under any applicable laws (including any Privacy Laws and the Spam Act 2003 (Cth)) have been satisfied, including obtaining any necessary consent from all data subjects whose personal information is contained in the Customer Data you provide or make available and, by making available Customer Data to us, you represent and warrant to us that you have done so.
6.5. You retain ownership rights to all Customer Data (whether uploaded to the Services, provided via any third-party applications or otherwise by you) and any report, data or analysis created on your behalf using the Platform.
6.6. If you enable any third-party applications in conjunction with the Platform, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You agree that your Customer Data does not violate any laws or any third party rights. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.
7. INTELLECTUAL PROPERTY
Our intellectual property
7.1. We retain all rights, title and interest in the Services and Site (including all Materials and Intellectual Property Rights contained therein) made available by us to you in connection with these T&Cs, irrespective of any licence we may grant to you to access and use the Services or Site (Provider IP).
Subject to clause 7.3, all Intellectual Property Rights (including any enhancements, improvements and modifications to the Provider IP) discovered, developed or otherwise came into existence as a result of, for the purposes of or in connection with the Platform will automatically vest in, and are assigned to, us or such other persons as we may nominate from time to time.
7.3. Unless expressly permitted in writing by us, you must not:
- (a) represent that you are the proprietor of the Services or the Platform and/or the Provider IP to anyone and in any manner whatsoever;
- (b) establish a link to the Services or Site in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
- (c) allow the Services or Site to be framed on any other website; and/or
- (d) create a link to any part of the Services or Site other than the home page. We reserve the right to withdraw linking permission at any time without written notice.
Your intellectual property
7.4. You will retain all Intellectual Property Rights in the Customer Data provided by you through your use of the Site and the Services.
7.5. By uploading, posting, transmitting or otherwise making available your Customer Data via or on the Services or Site, to the extent permitted by law you:
- (a) grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and sub-licensable licence to access, use, store, process, publish, reproduce and otherwise exploit:
- (i) Customer Data in any form for the purpose of performing our obligations under these T&Cs, and in connection with the operation, development and delivery of the Services of our users; and
- (ii) analytical output processed from metadata for any purposes, provided that neither such analytical output or metadata constitutes personal or confidential information which is subject to any Privacy Laws;
- (b) unconditionally waive any moral rights that you might have in respect of Customer Data;
- (c) represent and warrant that:
- (i) you either own the Intellectual Property Rights in Customer Data or have the necessary permission to upload, post, transmit or otherwise make available Customer Data via the Services or Site; and
- (ii) you have taken all necessary steps to obtain any permission or consent required from any third parties to grant us a licence in accordance with clause 6.
8.1. Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these T&Cs, save for such use or disclosure necessary and required to perform their respective obligations under these T&Cs. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.
8.2. In making disclosure to persons as permitted under this clause 8, the receiving party will ensure that persons receiving the disclosing party's confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.
8.3. Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is:
- (a) already in the public domain or enters the public domain through no fault of the receiving party;
- (b) received from a third party without any obligations of confidentiality;
- (c) used or disclosed with the prior written consent of the disclosing party;
- (d) disclosed in compliance with a legal requirement; or
- (e) independently developed by the receiving party, without reliance or use on the disclosing party’s confidential information.
8.4. Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.
9.1. You agree to indemnify, keep indemnified and hold harmless the Indemnified from and against all actions, claims, demands, proceedings, losses, damages, liabilities, costs and expenses that may be directly or indirectly incurred by, sustained by or brought against the Indemnified in connection with:
- (a) Customer Data, including your provision, and our use, of it under and in accordance with these T&Cs;
- (b) your access to, or use of, the Services (including, without limitation, the Platform) and Site;
- (c) any errors or omissions in any information or instructions provided to us by you in connection with the Platform, Site, Services or any actions taken by us at your direction;
- (d) any breach of these T&Cs committed or caused by you (whether by reason of your intentional conduct, negligence, recklessness, mistake and/or omission);
- (e) any breach of any third party’s Intellectual Property Rights committed by you; and
- (f) any breach of any applicable laws committed or caused by you (whether by reason of your intentional conduct, negligence, recklessness, mistake and/or omission).
10.1. To the maximum extent permitted by law, we exclude all and any liability to you however arising (whether under statute, negligence or otherwise) for any:
- (a) loss or damage suffered or sustained by you or a third party (whether special, direct, indirect or consequential), including loss, corruption or interruption of business and loss of income, profits, revenue, contracts, anticipated savings, data, use, privacy or goodwill;
- (b) breach by you or any third party of the Intellectual Property Rights of a third party;
- (c) breach by you or any third party of any laws, regulations or any relevant industry codes;
- (d) loss or damage suffered or sustained by you or a third party in connection with Customer Data, including your provision, and our use, of it under and in accordance with these T&Cs;
- (e) viruses, worm, trojan or other malicious code introduced by, or transmitted to, you or any third party during the course of using the Platform, Site or Services; and
- (f) loss of or damage to any property belonging to you or any third party or any personal injury or death,
arising out of or in connection with your access to, use of and/or any interruption or delay experienced by you in accessing or using the Platform, Site or Services.
10.2. Without limiting anything else in these T&Cs, you agree that our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of or in connection with these T&Cs, for any one event or a series of related events, will be limited to the total Fees paid by you under these T&Cs in the 12 months immediately prior to the occurrence of the event(s).
10.3. You agree and acknowledge that:
- (a) you assume sole responsibility and liability for:
- (i) any activity that occurs on or via your Account
- (ii) your access to, and use of, the Platform, Site and Services (including any Materials contained in them) and for any reliance on, and use of, any conclusions drawn from such use; and
- (iii) each of your Authorised User’s access to, and use of, the Services (including the Platform) and Site, as well as their compliance with these T&Cs. You will be liable for the acts and omissions of your Authorised Users, as if they your own acts or omissions under the terms of these T&Cs. Where an Authorised User ceases to be employed or engaged by you, you must promptly remove their access to the Services and promptly notify us of their cessation as an Authorised User;
- (b) the Services and all related services are provided to you on an ‘as is’ and ‘as available’ basis and you will make your own investigations into whether or not the Software and the Services are fit for your purposes. To the maximum extent permitted by law, we do not make, and exclude, any representation, warranty, guarantee or undertaking (whether express, implied, statutory or otherwise) in relation to the Services and Site, including in relation to:
- (i) the condition, quality, performance or fitness for any particular purpose of the Services or Site;
- (ii) the accuracy, completeness, reliability, currency, error-free state of the content made available through, or produced by, the Services or Site;
- (iii) constant or uninterrupted access to the Services or Site;
- (iv) the security and availability of the Services or Site; and
- (c) the limitations of liability contained in this clause 10 are a fair and reasonable allocation of the commercial risk between the parties.
10.4. Nothing contained in these T&Cs excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.
11. FEES AND PAYMENT
11.1. The fees payable by you in relation to the Licence, Site and Services (Fees) are as specified on the Site from time to time or as otherwise specified by us in writing.
11.2. All Fees displayed on our Site are subject to change without notice. Any changes to the Fees will apply to the next Billing Period and will not apply retrospectively. If you do not agree to such changes, you may terminate these T&Cs subject to the terms of these T&Cs.
11.3. The Fees payable by you are non-refundable unless otherwise provided in these T&Cs. If you choose to terminate your subscription during your current Billing Period, you may use the Site and Services until the end of your current Billing Period, but we will not refund any Fees payable by you.
11.4. By registering your Account and providing us with your payment details, you authorise us to charge the Fees to your nominated Payment Method:
- (a) at the start of each Billing Period or such other frequency as stated on the Site; and
- (b) via Stripe or such other payment method as stated on the Site from time to time.
11.5. If we do not receive payment of the Fees from you by such due date specified on the Site or otherwise specified in writing by us, we will be entitled to:
- (a) revoke your Licence (whether temporarily or permanently) and/or withhold provision of any Services until payment of the outstanding Fees (including interest) has been received by us in full;
- (b) charge interest on the outstanding amount at the rate of 3% per annum or the maximum amount permitted by law, whichever is lower;
- (c) recover debt collection costs from you; and
- (d) terminate these T&Cs pursuant to clause 11,
without prejudice to any other right or remedy available to us under these T&Cs or at law.
11.6. Unless stated otherwise on the Site or in writing by us:
- (a) all Fees are exclusive of any consumption or transactional taxes (including GST, VAT and any other similar and applicable taxes);
- (b) if you are primarily located in Australia, all Fees are payable in the official currency of Australia;
- if you are primarily located outside of Australia, all Fees are payable in the official currency of the following countries unless stated otherwise and may be subject to foreign exchange fees or differences in prices based on your location:
- (i) Australia (AUD);
- (ii) the United States of America (USD);
- (iii) the United Kingdom (GBP).
11.7. You must make all payments for the Fees without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.
12. TERM AND TERMINATION
12.1. These T&Cs are effective from the date you first access or use the Services until it is terminated in accordance with this clause 11 (Term).
12.2. Any party may terminate these T&Cs at any time and for any reason by giving the other party 7 days of prior written notice or such other method specified on the Site.
12.3. We may immediately terminate these T&Cs and/or suspend your access to the Services or the Site at our absolute discretion, if:
- (a) you breach any term of these T&Cs; or
- (b) you fail to pay the applicable Fees in accordance with these T&Cs.
12.4. On termination of these T&Cs:
- (a) where you terminate these T&Cs, you will be charged Fees until the end of your then current Billing Period;
- (b) the Licence granted to you is immediately revoked and terminated, and you must immediately cease to access or use the Services;
- (c) we may remove any of your Customer Data from the Services at any time, for any reason and without notice to you; and
- (d) all provisions of these T&Cs that are capable of having effect after termination of these T&Cs will remain in full force and effect following the termination of these T&Cs.
12.5. Termination of these T&Cs is without prejudice to any right, action, remedy which has accrued, or which may accrue in favour of us.
12.6. Clauses 7, 8, 9, 10, 13 and 14 shall survive termination.
13. DISPUTE RESOLUTION
13.1. If a dispute arises in relation to these T&Cs, the party raising the dispute (Disputing Party) may give the other party a written notice adequately identifying the matters in dispute (Dispute Notice).
13.2. Within 10 days of the Disputing Party giving a Dispute Notice, the parties involved in the dispute must meet informally and attempt to resolve the dispute. If a resolution is not achieved within 10 days from the informal meeting, the Disputing Party may give the other party written notice requiring the dispute to be referred to mediation (Mediation Notice).
13.3. If a Mediation Notice is given, the parties will appoint a mediator in writing, or if the parties cannot agree on a mediator within 7 days of the Mediation Notice being served, a mediator will be appointed by the Chair of Resolution Institute or the Chair’s designated representative. The parties or their nominated representatives must attend any arranged mediation to attempt to resolve the dispute and unless otherwise agreed by the parties, the Resolution Institute Mediation Rules will apply to the mediation.
13.4. The costs of mediation will be shared equally by the parties unless otherwise agreed in writing.
13.5. If the dispute identified in the Mediation Notice is not resolved within 14 days of appointment of the mediator, either party may seek mediation again pursuant to this clause 13, with the parties agreeing that the mediator will make a binding resolution.
13.6. No party may commence litigation unless they have first complied with this clause 13, except where the party is seeking urgent interlocutory relief.
13.7. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under these T&Cs.
13.8. This clause 13 survives the termination or expiry of these T&Cs.
14.1. Entire agreement: These T&Cs constitutes the entire agreement between the parties in respect of the subject matter of these T&Cs and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these T&Cs.
14.2. Governing law: These T&Cs are governed by, and must be construed according to, the laws of the State of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts in that State.
14.3. No assignment: You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these T&Cs.
14.4. No waiver: A failure or delay by us to exercise a power or right under these T&Cs do not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future ability to exercise that or any other power or right.
14.5. Non-exclusive: These T&Cs, and the relationship between the parties contemplated by it, are not intended to be exclusive.
14.6. Notices: Any notice required to be given under these T&Cs:
- (a) must be given in writing:
- (i) if provided to us, to email@example.com or such other method specified on our Site; and
- (ii) if provided to you, either within the Site or to such email address as recorded on your Account, unless otherwise specified by you by providing notice in accordance with this clause 14.6; and
- (b) will be deemed as having been delivered 24 hours after the notice is sent.
14.7. Relationship: Nothing in these T&Cs are intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these T&Cs. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.
14.8. Severability: If any provision of these T&Cs is held invalid or unenforceable, such provision will be deemed deleted from these T&Cs and, to the extent permitted by law, replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these T&Cs will continue in full force and effect.
15. DEFINITIONS AND INTERPRETATION
15.1. In these T&Cs:
- Account has the meaning given to it in clause 3.1.
- Authorised User means those of your employees, agents and contractors who are authorised by you to use the Software and Services.
- Billing Period means the applicable billing period, as specified on the Site or otherwise notified by us to you from time to time.
- Customer Data means any data, material or information that is provided, uploaded or otherwise furnished by you.
- Device means any computer, tablet, mobile device or any other device on which you and your Authorised Users access the Services or Site.
- Dispute Notice has the meaning given to it in clause 13.1.
- Disputing Party has the meaning given to it in clause 13.1.
- T&Cs means this agreement and any other agreements and policies referred to in it.
- Fees has the meaning given to it in clause 11.1.
- Indemnified means us, our Related Bodies Corporate, and their respective officers, directors, employers and contractors.
- Intellectual Property Rights means all present and future intellectual and industrial property rights of whatever nature (whether registered or not) throughout the world, including technical information, know-how, patents, copyright, moral rights, trade marks, logos, systems, drawings, designs, software, plant breeder's rights, domain names, trade or business names, trade secrets and confidential information.
- Licence means the licence granted to you under clause 2.1 subject to these T&Cs.
- Material means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Platform or Site, or otherwise displayed, uploaded or published on, or via, the Platform or Site.
- Mediation Notice has the meaning given to it in clause 13.2.
- Payment Method means your current, valid and accepted method of payment included by you in your Account for the purposes of payment of applicable Fees, as may be updated from time to time.
- Platform means the artificial-intelligence-powered software solution designed to automate and personalise outreach via ringless voicemail drops (RVM), SMS, email or other means of digital communications (including, but not limited to, Telegram, WhatsApp, iMessage) and perform other associated functions as updated or amended by us from time to time, as operated by FallbackAi and accessible by you via the Site or such other means specified by us.
- Privacy Laws means the applicable laws in your jurisdiction, including in Australia (the Privacy Act 1988 (Cth)), in the USA (state-specific privacy laws), and in the EU the (General Data Protection Regulation (EU 2016/679)).
- Provider IP has the meaning given to it in clause 0.
- Registration Data means information provided by you to us for the purposes of your registration to access or use the Platform, Site and/or Services.
- Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth).
- Services means your access to the Platform and the Site, and any other services provided by us from time to time under the terms of these T&Cs.
- Site means https://fallbackAi.ai/home or any other Site operated by us, through which you may access or use the Platform.
- Term has the meaning given to it in clause 12.1.
- Updates has the meaning given in clause 12.6.
- you or your means the person or entity that has registered to use the Platform or an Authorised User, as applicable.
15.2. In these T&Cs, unless the context requires otherwise:
- (a) the singular includes the plural and vice-versa;
- (b) words that are gender neutral or gender specific include all genders;
- (c) headings are for convenience only and do not affect interpretation;
- (d) the words “including”, “for example”, “such as” or other similar expressions (in any form) are not words of limitation;
- (e) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
- (f) a reference to:
- (i) a clause or provision refers to a clause or provision of these T&Cs;
- (ii) a party includes its agents, administrators, successors, substitutes by novation and assigns;
- (iii) a person includes a natural person, body corporate, partnership, government agency, and any other legal or non-legal entity;
- (iv) any legislation or to any provision of any legislation includes variations, consolidations or replacements of that legislation and includes all regulations and other instruments issued under that legislation;
- (v) a requirement for an item to be in writing includes writing in electronic form.
Last Updated ( 29/08/2023 )