Powered By Change Solutions Pty Ltd
Terms and Conditions
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND USING SOFTWARE OR SERVICES FROM POWERED BY CHANGE SOLUTIONS PTY LTD. BY PURCHASING OR USING POWERED BY CHANGE SOLUTIONS PTY LTD’S SOFTWARE OR SERVICES, YOU SIGNIFY YOUR ASSENT TO, AND ACCEPTANCE OF, THESE TERMS AND CONDITIONS AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MUST NOT USE POWERED BY CHANGE SOLUTIONS PTY LTD’S PRODUCTS, SOFTWARE OR SERVICES.
These Terms and Conditions (“Terms”) are between you (individual or entity) and Powered By Change Solutions Pty Ltd (“PBC”) and addresses unique commercial considerations that apply to PBC’s products (including software), open source software, and business model.
In order to use the software provided in connection with these Terms, and to receive services from PBC, you are required to purchase a monthly licence (“Platform Licence”). Each Platform Licence entitles you to access the PBC platform. Upon receipt of your payment, PBC will issue you your login credentials and these will also enable you to receive updates and support. These will be delivered in accordance with Section 3 of these Terms. An active Platform Licence is required to continue to receive updates and support.
If your Platform Licence expires or is cancelled, you must purchase a new Platform Licence at the then-current price to regain access to support and updates. The cancellation or expiration of the Platform Licence will terminate your ability to use the then-current release and version of the software. An expired Platform Licence means you will not receive support or updates to the software. Following expiration or cancellation of your Platform Licence, PBC will not have any ongoing obligations to assist you with the correction or resolution of any errors, defects, or failure of the software to work.
Unless explicitly stated otherwise, any updates that add new features or functionality to PBC’s software, including new releases, shall be subject to these Terms. You also understand and acknowledge that PBC may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools, or other aspects of the software and services at any time without prior notice to you. You understand and agree that the software is provided “AS-IS” and that PBC assumes no responsibility for, among other things, availability, timeliness, deletion, failure to store any user data or communications, personalization settings, or changes to the services or software that PBC may make from time to time. You are responsible for obtaining access to the services, including updates and support, and that access may involve third-party fees (such as Internet service provider charges). In addition, you must provide and are responsible for all equipment necessary to use the software and to receive updates and support service.
3. Automatic Renewal, Cancellation, and Refund Policy
Unless otherwise previously agreed upon, all Platform Licences renew automatically, provided that you may cancel your Platform Licence at any time by contacting PBC’s support at: firstname.lastname@example.org. Unless you cancel your Platform Licence prior to activating it, you will not be entitled to receive a refund of any fees paid by you to PBC. Automatic renewal payments are eligible for refund prior to activation of the renewal transaction. By cancelling or accepting a refund of the fees you paid to PBC, you acknowledge and agree that your Platform Licence is terminated and that PBC has no further obligations to you with respect to these Terms, or the subject matter hereunder.
4. Licence Restrictions
You, as a Platform Licence holder, cannot distribute, freely give away, or resell your Platform Licence. If you wish to transfer your Platform Licence, you must contact PBC and request an official transfer of the Platform Licence to a new owner. Only you, as Platform Licence holder, are permitted to request support or access support resources. PBC reserves the right to terminate a Platform Licence if PBC reasonably believes that you are in violation of these Terms.
You are not permitted to re-post any platform content documentation on any external websites, social media outlets, or any other websites. Posting screen captures of this content is strictly prohibited. Your violation of these Terms will be grounds for immediate termination of your Platform Licence and all access to support services, documentation, updates, and other content will be discontinued. In addition to the foregoing, PBC may suspend or revoke your Platform Licence if you are found to have, or are reasonably suspected of doing any of the following:
- Violating local, state, national, or international law, or breaching any of your contractual obligations or fiduciary duties.
- Sharing any passwords, letting anyone access your information with PBC, or doing anything that might put your information at risk.
- Attempting to access any other user’s information.
- Reproducing, transferring, selling, reselling, or otherwise misusing any software, updates, or support services, unless specifically authorized to do so.
- Accessing, tampering with, or using non-public areas of PBC’s systems, unless specifically authorized to do so.
- Breaking or circumventing PBC’s authentication or security measures, or otherwise testing the vulnerability of PBC’s systems or networks, unless specifically authorized to do so.
- Trying to reverse engineer any portion of the product or services.
- Trying to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing.
- Using the products or services to distribute malware.
- Impersonating or misrepresenting your affiliation with any person or entity.
- Encouraging or helping anyone do any of the things on this list.
- Using the products or support services to: share illegal content or promote illegal activities; share content that is defamatory, obscene, pornographic, vulgar, offensive, discriminatory, hateful, racist, harassing, or harmful; or that promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; make threats or organize acts of real-world violence; harass others; or to violate intellectual property, privacy, laws, regulations, or any other third party’s rights.
After PBC has successfully received your payment, the product(s) will become accessible on the PBC site and you will be automatically redirected to the product(s). PBC will also send an email to you with your login credentials for the PBC solution. To receive support services, you must email email@example.com. You are and will be responsible for maintaining the confidentiality of your login credentials, for all activities conducted on and with the services that make use of your login credentials, and for charges or fees incurred by the use of such credentials, if any, including any use you may subsequently contend was not unauthorized by you. You shall notify PBC immediately of any unauthorized use of your login credentials or any other breach of security that is known or suspected by you.
6. Support Policy
A current Platform Licence enables you to contact PBC’s support service at firstname.lastname@example.org. PBC’s support services are only intended for Platform Licence holders and for use with PBC’s products. PBC does not support any third party components, software, systems, or plugins. Specifically, as PBC runs on WordPress, PBC does not offer support for WordPress or other WordPress products that were developed by third parties. PBC does not offer customizations to its products or customized development services for new or modified features relating to PBC’s products. PBC commits to providing customer support for the most current version of the software. PBC does not provide customer support for legacy (old) versions. PBC commits to using commercially reasonable efforts to keep its products up-to-date with the latest version of WordPress.
PBC commits to using commercially reasonable efforts to keep its products compatible with most modern, popular web browsers including Firefox, Safari, Chrome, and Internet Explorer. While PBC will use commercially reasonable efforts to give a near-identical experience across browsers, certain features and functionality may not be identical, or operate in a similar manner due to the lack of web standards support (relating to HTML & CSS) in some browsers. If a browser does not support certain web standards, PBC will attempt to provide a generic workaround for that browser, which may degrade a specific function or feature gradually. To the extent possible, PBC will attempt to ensure that the workaround does not impact any user’s experience negatively. PBC does not provide support for your own hosting or server related issues.
PBC and/or its licensors own and shall retain all rights, titles, and interests, including all intellectual property rights, in and to the products, services, documentation, imagery, and content (including at poweredbychange.com or any other PBC owned domain) provided under these Terms, and all elements thereof. Except for the express licences granted to you herein, you neither have, nor acquire, any rights, titles, or interests in or to the foregoing, or any element thereof.
You shall not use or exploit any PBC names, logos, trademarks, service marks, or other indicia or trade origin, or refer to PBC directly or indirectly in any marketing materials, advertising, customer lists, media release, public announcement, or public disclosure relating to the products or services, or these Terms or its subject matter, without obtaining PBC’s prior express written consent prior to each use.
PBC may send you email notifications from time to time related to these Terms and the subject matter hereunder. These emails may include notifications of licensing changes, changes to these Terms, Platform Licence expiration and renewal notices, promotions, and other emails related to your purchases hereunder. Unless PBC receives an automated response that the email is undeliverable, these notices shall be effective upon the date sent to you.
PBC reserves the right, at any time, to modify or discontinue, temporarily or permanently, a Platform Licence with or without notice. In addition, these Terms and any prices are subject to change at any time. PBC will attempt to give you fourteen (14) days’ prior notice of any material changes that impact your account, when possible.
In some cases, where a particular product has become extremely outdated or PBC decides, in its sole discretion, that there is no feasible workaround available, PBC may choose to discontinue that particular product and, instead, work to produce an entirely new version that takes advantage of the latest improvements in the most recent version of WordPress.
Both you and PBC each hereby warrant to the other that: (a) it has the authority to enter into these Terms, to grant the rights granted by it under these Terms, and to perform its obligations under these Terms; and (b) it will comply with all applicable laws and regulations in effect during the term of the Platform Licence as they apply to such party’s rights and obligations under these Terms.
PBC warrants to you that the products provided to you will operate in substantial conformity with the documentation provided by PBC. PBC does not warrant that your use of the products will be uninterrupted or error-free or that any security mechanisms implemented by the products will not have inherent limitations. PBC’s sole liability, and your exclusive remedy, for any breach of this warranty shall be, in PBC’s sole discretion, to use commercially reasonable efforts to provide you with an error-correction or workaround which corrects the reported non-conformity, or if PBC determines such remedies to be impracticable within a reasonable period of time, to refund a pro-rata amount of the fee paid for the applicable product and term. PBC shall have no obligation with respect to a warranty claim, unless: (i) you notified PBC in writing of such a claim within thirty (30) days of discovering the non-conformity; (ii) described the non-conformity in the product sufficiently for PBC to replicate the non-conformity; and (iii) PBC was able to replicate the non-conformity.
You hereby represent and warrant, under your own responsibility that no Personal Data subject to General Data Protection Regulation (EU) 2016/679 (“GDPR”) is, or will be, processed by PBC as a Processor on your behalf as part of the product, services, or these Terms. You shall communicate to PBC in writing, without undue delay, any anticipated change affecting this representation and warranty. If you communicate any anticipated change affecting this representation and warranty to PBC, you and PBC will determine, in good faith, if a data processing agreement is necessary. As good faith, you agree that you will: (a) specifically identify the sections of GDPR implicated by the products or services, (b) reasonably articulate to PBC the Personal Data you will be providing to PBC for Processing; and (c) provide PBC with all reasonably requested information and access. If the parties mutually agree that GDPR is applicable, you agree to enter into PBC’s standard data processing agreement, without modification, which shall amend these Terms, as is reasonably required: (a) to reflect each party’s obligations and risks under GDPR, and (b) for PBC to provide the products and services in a manner that allows you and PBC to comply with the respective obligations under GDPR before the change affecting this representation and warranty. You agree to assist PBC in any request or procedure by a national data protection supervisory authority, or in any lawsuit, relating to the processing of any Personal Data covered by this representation and warranty. Furthermore, you shall indemnify and hold PBC harmless for any cost, charge, damages, expenses, or loss (including reasonable attorneys’ fees) arising from your noncompliance with this section. Any undefined terms used herein shall have the meaning set forth in GDPR.
THE PRODUCTS, SERVICES, DOCUMENTATION, CONTENT, AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. PBC SPECIFICALLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PBC DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES; NOR DOES PBC WARRANT OR REPRESENT THAT YOUR USE OF THE PRODUCTS, SERVICES, DOCUMENTATION, SUPPORT PORTAL, OR CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER SERVICES. PBC FURTHER DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE THIRD PARTY PRODUCTS, MATERIALS, PLUGINS, SOFTWARE, SYSTEMS, HARDWARE, AND COMBINATIONS OF PBC WITH THE SAME. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE PRODUCTS AND SERVICES, OR COMPONENTS CONTAINED THEREIN, IS AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, EQUIPMENT, SERVERS, SOFTWARE, SYSTEMS, AND FOR ANY LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM PBC, OR THROUGH OR FROM THE PRODUCT OR SERVICES, SHALL CREATE ANY REPRESENTATION OR WARRANTY BY PBC.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PBC SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS OR SERVICES; (B) ANY PRODUCT, SOLUTIONS, MATERIALS, OR CONTENT PROVIDED BY ANY THIRD PARTY; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR DATA, CONTENT, OR INFORMATION. IN NO EVENT SHALL PBC’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATED TO THE PRODUCTS AND SERVICES EXCEED THE LESSER OF: (I) AUD$200, OR (II) THE TOTAL AMOUNT OF FEES RECEIVED BY PBC FROM YOU FOR THE USE OF THE PRODUCTS SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PBC, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO PBC’S ABILITY TO MAKE THE PRODUCTS AND SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE PRODUCTS AND SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14. Governing Law & Jurisdiction
In order to ensure consistency in the interpretation and enforcement of these Terms, these Terms will be governed exclusively by Australian law, without regard to the choice or conflicts of law provisions of any jurisdiction.
You expressly agree that any litigation arising between you and PBC related, in any way, to the products, services, and/or these Terms, and/or any and all disputes, actions, claims, or causes of action related thereto, shall be initiated and maintained only in the District Court of Queensland. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts. Notwithstanding the foregoing, PBC may seek and obtain injunctive relief in any jurisdiction.
If it turns out that a particular provision of these Terms is not enforceable or invalid as determined by a court of competent jurisdiction, this will not affect any other terms and such provision shall be modified to the extent necessary to be valid and enforceable. If you do not comply with these Terms, and PBC does not take immediate action, this does not indicate that PBC relinquishes any rights that PBC may have (such as taking action in the future). Any waiver of rights by PBC must be acknowledged and agreed to by you and PBC in writing.
The relationship between you and PBC is that of an independent contractor. No joint venture, partnership, employment, or agency relationship exists between you and PBC as a result of these Terms, or your access to, and use of, the Services. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement, or document. Any person or entity who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.
Subject to these Terms, all provisions of these Terms relating to ownership, limitations of liability, and other provisions which by their nature survive termination of these Terms shall survive termination of these Terms. These Terms are personal to you. You may not assign, transfer, or sublicence, in whole or part, any of your rights and/or obligations under these Terms without PBC’s prior written consent. Any attempted assignment without such written consent shall be void. Notwithstanding the foregoing, PBC may assign this Agreement without your consent, in whole, but not in part. Subject to the provisions of this Section, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
What we collect and store
When purchasing a product from us we will ask Users to provide information including their name, billing address, email address, credit card/payment details and account username. This information will be used to:
- Send information about a User’s account and order
- Process payments and prevent fraud
- Respond to User requests, including support enquiries and refunds
- Set up User accounts on our platform(s)
- Comply with any legal obligations we have, such as calculating taxes
- Send product update messages
- Improve our offerings
When making a purchase we will store a User’s name, and billing address, which will be used to populate the checkout for future orders. We generally store information about users for as long as we need the information for the purposes for which we collect and use it, and we are not legally required to continue to keep it. For example, we will store order information for as long as a subscription account remains active with us. Inactive accounts are stored for up to 10 years for tax and accounting purposes. This includes User name, email address and billing address.
A User’s name and email address are recorded when contacting our pre-sales department. We do not use the information submitted for marketing purposes unless consent is explicitly given.
A User’s email address is added to a marketing email list when requesting a free report download. The email address provided will receive the report and marketing content from PBC as users give consent in exchange for the information.
User Comments and Content
A User’s details are recorded on this site when writing comments or adding content. We do not use the information submitted for marketing purposes unless consent is explicitly given.
Analytics & Tracking
We use Google Analytics for website visitor analytics. We do not log any Personal Data of site visitors; IP addresses are anonymized, “Do Not Track” headers and global opt out cookies are honored, and custom data tracking is disabled.
Who in our company has access to stored data
Members of our team have access to the information users provide us. For example, Administrators and Managers can access:
- Order information like what was purchased, when it was purchased, and;
- Customer information like name, email address, and billing information.
Administrators, Managers, and Support Representatives can access:
- Contact information (name and email address) from submitted contact forms.
Our team members have access to this information to provide user support.
What we share with others
We share information with third parties who help us provide our service, including:
- Akismet: This site uses Akismet (by Automattic) to prevent comment spam on blog posts. Please see the Automattic Privacy Notice for more details.
Personal identification information
We may collect personal identification information from users in a variety of ways, including, but not limited to, when users visit our site, send us a message from a contact form, place an order, subscribe to the newsletter, and in connection with other activities, services, features or resources we make available on our Site. Users may be asked for, as appropriate, name, email address, mailing address, credit card information. Users may, however, visit our Site anonymously. We will collect personal identification information from users only if they voluntarily submit such information to us. Users can always refuse to supply personal identification information, except that it may prevent them from engaging in certain Site related activities. Users can request the deletion of this information by us at email@example.com.
Non-personal identification information
We may collect non-personal identification information about users whenever they interact with our Site. Non-personal identification information may include the browser name, the type of computer and technical information about users means of connection to our Sites, such as the operating system and the Internet service providers utilized and other similar information.
How we use collected information
PBC may collect and use user personal information for the following purposes:
- To improve customer service
The information provided helps us respond to customer service requests and support needs more efficiently.
- To personalize user experience
We may use information in the aggregate to understand how our users as a group use the services and resources provided on our Site.
- To improve our Site
We may use feedback provided to improve our products and services.
- To process payments
We may use the information users provide about themselves when placing an order only to provide service to that order. We do not share this information with outside parties except to the extent necessary to provide the service.
- To run a promotion, contest, survey or other Site feature
To send users information they agreed to receive about topics we think will be of interest to them.
- To send periodic emails
We may use the email address to send User information and updates pertaining to their order. It may also be used to respond to their inquiries, questions, and/or other requests. If a User decides to opt-in to our mailing list, they will receive emails that may include company news, updates, related product or service information, etc. If at any time the User would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.
How we protect information
We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of personal information, username, password, transaction information and data stored on our Site. Sensitive and private data exchange between the Site and its users happens over an SSL secured communication channel and is encrypted and protected with digital signatures.
What rights users have over their data
If a User has left comments or content on PBC’s site then the User can request to receive an exported file of the personal data that this site holds, including any data provided by the User. Users can request that this data be erased. This does not include any data we are obliged to keep for administrative, legal, or security purposes. The same rights are available for any data associated with commercial transactions made with our company.
Sharing of personal information
We do not sell, trade, or rent a User’s personal identification information or business information to others. We may share generic aggregated demographic information not linked to any personal identification or company reporting information regarding visitors and users with our business partners, trusted affiliates and advertisers for the purposes outlined above.We may use third-party service providers to help us operate our business and the Site or administer activities on our behalf, such as sending out newsletters or surveys. We may share information with these third parties for those limited purposes provided that users have given us permission.
Acceptance of these terms
By using this Site, you signify your acceptance of this policy. If you do not agree to this policy, please do not use our Site. Your continued use of the Site following the posting of changes to this policy will be deemed your acceptance of those changes.
PBC and the General Data Protection Regulation (GDPR)
User privacy is critically important to us at PBC. Our privacy principles align with many of the GDPR principles, and we built our products with those principles in mind.
- Control of Your Content. You own all content that you write onto your PBC documentation.. You have complete ownership and control over content visibility and location. PBC, the software, makes it easy for you to permanently delete all content by sending a request to firstname.lastname@example.org
Please contact us if you have any additional questions.
Software as a Service Agreement
This Software as a Service Agreement is made on [AGREEMENT DATE] (the “Effective Date”) between Powered By Change Solutions Pty Ltd (“PBC” or “Company”), whose principal place of business at C-GPO Box 1087, Brisbane, QLD 4001, Australia and [ENTER YOUR NAME HERE] or “Customer”, whose principal place of residence is at [ENTER YOUR ADDRESS HERE].
- Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for monthly, unless terminated earlier (the “Initial Term”).
- Renewal Term by Notice. Customer may renew this agreement for successive renewal terms of one month’s length (“Renewal Terms”), unless terminated earlier, by purchasing a further monthly subscription.
- Term Definition. “Term” means either the Initial Term or the then-current Renewal Term.
- Grant of Licence to Access and Use Service
- Support Services
For each 1 month period beginning on the Effective Date, and at Company’s expense, Company will provide Customer with an internet-based support system generally available seven days a week, twenty-four hours a day via emailing: email@example.com
- Service Levels
- Applicable Levels. Company shall provide the Service to Customer with a System Availability of at least 99% during each calendar month.
- System Maintenance. Company may
- take the Service offline for scheduled maintenances, and
- change its schedule of maintenance at any time without notice
- System Availability Definition
- Percentage of Minutes per Month. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
- Not Included in “System Availability. “System Availability” will not include any minutes of downtime resulting from
- scheduled maintenance,
- events of force majeure,
- malicious attacks on the system,
- issues associated with Customer’s computing devices, local area networks or internet service provider connections, or
- Company’s inability to deliver services because of Customer’s acts or omissions.
- Charges. Customer will pay all applicable charges specified on poweredbychange.com or any PBC owned platform.
- Payment. Amounts will be charged to the account details (card/bank/etc) on file.
- Taxes. Charges are exclusive of any customs or other duty, tax, and similar levies imposed and, where applicable, will be invoiced in addition to such charges.
- Restricted Uses.
Customer will not
- sublicence, resell, or distribute access to the Service or other content that is contained or displayed in it;
- modify, alter, or create any derivative works of the Service;
- reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Service;
- remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Service;
- upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
- Confidentiality Obligation. Each party (as a receiving party) will hold in confidence all material nonpublic information (the “Confidential Information”) disclosed by the other party (as a disclosing party).
- Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement.
- Non-Disclosure. A receiving party may not disclose Confidential Information to any third party, except to the extent allowed under paragraphs (a) and (b) below.
- Permitted Disclosure. A receiving party may disclose Confidential Information to its representatives
- if and to the extent that the disclosing party consents in writing to such disclosure, or
- to the receiving party’s officers, directors, employees, Affiliates, or Representatives who
- need to know the Confidential Information in connection with the Purpose,
- have been informed of the confidentiality obligations of this agreement, and
- agree to comply with the confidentiality obligations of this agreement.
- Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party
- gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient’s compliance with the confidentiality obligations,
- reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,
- discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and
- uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.
- Data Protection
Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.
- Data Privacy
- Notification of Security Breaches
- Compliance with Notification Laws. Company shall comply with all applicable Laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.
- Procedure After Unauthorized Disclosure. Within 72 hours of discovering any breach of the Company’s security obligations or of any other event requiring notification under applicable Law, Company shall notify Customer, and any other individuals Law requires to be notified, of the breach or other events by telephone and e-mail.
- Indemnification Related to Unauthorized Disclosure. Company shall indemnify and defend Customer against any losses arising out of claims related to any unauthorized disclosure or other events requiring notification under applicable Law.
Company owns and retains all right, title, and interest, including all intellectual property rights, in and to the Service and all technologies related thereto, including any and all algorithms or processes developed by Company and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Company, whether or not created or developed in connection with the Service. Customer Property. Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to (a) the Customer content; and (b) all data and reports provided to Customer by Company prepared based on analysis of the Customer content, subject to Company’s underlying rights in the Service. Insurance. Each party will maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement or required by Law, whichever is less.
- Termination on Notice. Customer may terminate this agreement by not renewing for the following month.
- Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
- the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
- the failure, inaccuracy, or breach continues for a period of 30 days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
- Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer, if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12 month period.
- Effect of Termination
- Pay Outstanding Amounts. Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
- Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
- Recovery of Data. Customer will have 30 days from the date of termination to retrieve any data that Customer wishes to keep.
- Indemnification by Company.
- Indemnification for Infringement Claims. Company shall indemnify Customer against all losses and expenses arising out of any proceeding
- brought by a third party, and
- arising out of a claim that the Service infringe the third party’s Intellectual Property rights.
- Notice and Failure to Notify
- Notice Requirement. Before bringing a claim for indemnification, Customer shall
- notify Company of the indemnifiable proceeding, and
- deliver to Company all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
- Failure to Notify. If the Customer fails to notify Company of the indemnifiable proceeding, Company will be relieved of its indemnification obligations.
- Exclusive Remedy. Customers’ right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
- Limitation on Liability
- Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
- Maximum Liability. Neither party’s liability under this agreement will not exceed the fees paid by Customer under this agreement during the 12 months preceding the date upon which the related claim arose.
- General Provisions
- Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
- Amendment. This agreement can be amended only by a writing signed by both parties.
- Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.
- Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party’s address for the purposes of this section.
- Receipt of Notice. A notice given under this agreement will be effective on
- the other party’s receipt of it, or
- if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.
- Governing Law
- This agreement will be governed, construed, and enforced in accordance with the laws of the State of Queensland, Australia, without regard to its conflict of laws rules.
- Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
- Waiver. The failure or neglect by a party to enforce any rights under this agreement will not be deemed to be a waiver of that party’s rights.
- Force Majeure. A party will not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
- beyond the reasonable control of a party,
- materially affects the performance of any of its obligations under this agreement, and
- could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.