These terms and conditions, and all documents attached to, or referred to in, these terms and conditions (together, the Terms):
set out the terms and conditions upon which we agree to grant you a right to use the service, via the Software, as described on the Site (Services); and
are binding on you from the date (Effective Date) on which we provide you with an account to enable you to access and use the Services (Account) until the date on which your Account is terminated in accordance with these Terms (Term).
Please read these Terms carefully and immediately terminate your Account if you do not agree to them.
By creating an Account and/or accessing and/or using the Services, you:
warrant to us that you have the legal capacity to enter into a legally binding agreement or (if you are under 18 years of age) you have your parent's or legal guardian's permission to access and use the Services and they have agreed to these Terms on your behalf;
warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services;
warrant to us that you have all hardware, software and services which are necessary to access and use the Services; and
agree to use the Services in accordance with these Terms.
Registration and Account
You may register for an Account using your LinkedIn account. If you sign in to your Account using your LinkedIn account, you authorise us to access certain information on your LinkedIn account including your professional status, your employer and other basic information.
When you create an Account, we will give you certain Account details (such as a username and password). You agree that we may alter or update these details at any time during the Term. It is your responsibility to keep your Account details confidential. You are liable for all content posted and all activity on your Account, including purchases made using your Account details, and you must immediately notify us of any unauthorised use of your Account.
At our sole discretion, we may refuse to allow any person to create an Account.
Notwithstanding anything to the contrary in these Terms or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it: (i) does not contain identifying information; and (ii) is not compiled using a sample size small enough to make the underlying data identifiable. We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all intellectual property rights in the foregoing.
In consideration for payment of the fees (as set out on the Site or any invoice or quote which we provide to you for your chosen Service) (Fees) and your compliance with the provisions of these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable worldwide licence to access and use the Services for your own business/personal purposes for the Term (Licence).
You agree that:
the Licence permits you to use the Services in accordance with the Service's normal operating procedures and our instructions (as available on our Site, or as we may advise to you, from time to time); and
we reserve the right at any time, from time to time, and without penalty, to: (i) refuse any request in relation to the Services that we deem inappropriate, unreasonable, illegal or otherwise non-compliant with these Terms; and/or (ii) modify or discontinue, temporarily or permanently, access to the Services (or any part thereof) with notice to you.
You acknowledge and agree that these Terms incorporate by reference the terms of any acceptable use policy as set out on the Site or as provided to you, from time to time.
You must not access or use the Services except as permitted by the Licence and you must not do, or omit to do, any act that would or might invalidate or be inconsistent with our intellectual property rights in the Services or Software. Without limiting the foregoing provisions, you must not:
resell, assign, transfer, distribute or provide others with access to the Services;
"frame", "mirror" or serve any of the Services on any web server or other computer server over the Internet or any other network;
copy, alter, modify, create derivative works from, reproduce to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Services or Software;
alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services or Software;
use the Services in any way which is in breach of any applicable local, state, federal and international laws and regulations (Laws) or which infringes any person's rights, including intellectual property rights;
use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
use the Services in any way that damages, interferes with or interrupts the supply of the Services;
introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together, including our networks, including viruses, worms, trojan horses, keystroke loggers, rootkits and e-mail bombs;
reveal your Account password to others or allow others to use your Account;
use the Services to make fraudulent offers of goods or services;
use the Services to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person's use of the Services;
conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Services;
send any unsolicited email messages through or to users of the Services in breach of the Spam Act 2003 (Cth) or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Services in breach of any person's privacy (such as by way of identity theft or "phishing");
use the Services to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers; or
solicit or entice away, any person or organisation that was our actual or prospective, client, employee, contractor, representative, agent, or developer during the Term.
Licence: You grant us and our sub-processors a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to (i) use, copy, back-up, process, transmit, store, edit, modify, aggregate, combine, reproduce, distribute, display, perform, and prepare derivative works of the information, documents and other data you provide to us and any content you upload or which we otherwise access in providing the Services (Data) and (ii) otherwise access, use or make reference to the Data or any intellectual property rights in the Data:
to supply the Services;
for diagnostic purposes;
to test, enhance and otherwise modify the Services;
as reasonably required for the performance of our obligations under these Terms.
Moral Rights: If you or any of your personnel have any moral rights (as defined in the Copyright Act 1968 (Cth)) (Moral Rights) in any Data, you (and you will ensure that your personnel) consent to the infringement of those Moral Rights by us or our personnel.
Limit: There is a limit to the aggregate file size of your Data on the Services. Each Data item cannot exceed 50MB in size. If your bandwidth usage significantly exceeds the average band width usage of other customers (as determined solely by us), we may immediately suspend your Account until you can reduce your bandwidth consumption, or impose an appropriate Fee commensurate with such excess usage.
General: You must, at all times, ensure the integrity of your Data and that your use of your Data is compliant with all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in these Terms; and (ii) your Data and its transfer to and use by us as authorised by you under these Terms do not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies. We assume no responsibility or liability for your Data, and you shall be solely responsible for your Data and the consequences of using, disclosing, storing or transmitting it.
Sensitive Data: Unless,otherwise agreed by us in writing,you will not submit to the Services (or use the Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your Account or if required for a particular Service; (ii) any patient, medical or other protected health information; or (iii) any other information subject to regulation or protection under specific laws such as the My Health Records Act 2012 (Cth) ((ii) and (iii), collectively,Sensitive Data). Notwithstanding any other provision to the contrary, we have no responsibility or liability for Sensitive Data.
Removals: We have no obligation to monitor any content uploaded to the Services. Nonetheless, if we deem such action necessary for any reason, we may (without limiting our other rights) remove your Data from the Services. We have no liability to you for removing your Data from the Services.
Security: We implement security procedures to help protect your Data from security attacks. However, you understand that use of the Services necessarily involves transmission of your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your Data being lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third-party service providers.
Independent Development: You acknowledge that we may currently or in the future be developing information internally, or receiving information from third parties that is similar to your Data. Nothing in these Terms will be construed as a representation or agreement that we will not develop or have not developed products, concepts, systems or techniques contemplated by or embodied in the Data, provided that we are not in violation of these Terms in connection with such development.
If you require a specific or bespoke Service which is not listed on our Site (Custom Project), you can schedule a consultation with us and we will provide you with a quote for the Custom Project (and for the purpose of these Terms, "Fees" includes the price payable by you for the Custom Project, as determined by this clause).
If the nature or scope of your Custom Project changes (as reasonably determined by us), we reserve the right to provide you with a revised quote.
If you advise us that you want to cancel your Custom Project, you will be liable for the Fees to the greater of that portion of the Custom Project that has been completed by us and 50% of the quoted figure which we provided to you (Cancellation Fee). You acknowledge and agree that such Cancellation Fee is a genuine pre-estimate of the losses suffered or incurred by us in connection with the Custom Project and the cancellation of the Custom Project.
If whilst undertaking your Custom Project, we are of the view that it is beneficial to change certain parameters of your Custom Project, we reserve the right to do so without your consent, provided that it will not increase the quote. If a change in the parameters will result in an increase to the Fees, we will notify you prior to undertaking the changes. If you do not agree to the Fee change, you may cancel the Custom Project in accordance with clause 13(a).
In case of technical problems, you must make all reasonable efforts to investigate and diagnose problems before contacting us. If you still need help, please check the support we provide as stated on our Site or failing that please email us at firstname.lastname@example.org.
Your Responsibilities and Obligations
You must, at your expense:
provide us with all reasonable assistance, information and cooperation in order for us to supply the Services in an efficient and timely manner;
provide us and our personnel with reasonable access to your computing environment, including all systems, information technology and telecommunications services (Computing Environment), if necessary for us to supply the Services;
ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked; and
make any changes to your Computing Environment, such as system upgrades, that may be required to support the delivery and operation of any Service.
You must pay us, without set off or delay via credit card or any other payment method set out on the Site and in accordance with the payment terms set out on our Site or in any invoice or quote that we provide to you:
the Fee; and
any other amount payable to us under these Terms.
You are responsible for reviewing the pricing schedule, features and limits associated with the Services prior to accessing, using or ordering our Services on the Site.
We may, at our sole and absolute discretion, refund any or all of the Fees to you, including for any subscription based Services.
If you change the Services or fail to make a payment in accordance with our invoice or quote, the credit card linked to your Account will automatically be charged the Fee. Please ensure that this credit card has sufficient funds to pay the Fee. If your credit card expires and you do not cancel your Account, you will remain responsible for paying the Fee for the Services, which will accrue to your Account until we receive a cancellation notice.
All Fees exclude GST. If you are located outside Australia you will not be charged GST. You are responsible for all taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of them. We have no responsibility to them on your behalf.
The Fee is subject to change upon 30 days' notice from us. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account. If you do not agree to the Fee change, you may cancel your Account in accordance with clause 13(a).
If any payment is not made in accordance with our payment terms, we may (at our absolute discretion):
immediately cease your access to the Services;
charge interest at a rate of 1% per day, compounded daily on the outstanding amount, starting from 5 days after the due date for payment;
engage debt collection services and/or commence legal proceedings in relation to any unpaid amounts; and/or
report you to independent credit data agencies.
Where any of the Services are provided free of charge or at a reduced rate, you must comply with any additional conditions associated with those Services which we may advise you of, from time to time. Failure to comply with these additional conditions may result in you being charged the full Fees for that Service, which Fees must be paid within 10 days of the notification of our discovery of such failure.
Where any of the Services are subscription based, we will automatically charge the credit card linked to your Account, in advance of the next billing cycle for your subscription, until you cancel the Service in accordance with these Terms.
We will not be liable for any fee charged by your financial institution or an intermediary, including, without limitation, any international payment fees, credit card payment fees or wire transfer fees.
Intellectual Property Rights
All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with these Terms, the Software and the Services) will at all times vest, or remain vested, in us.
You must not, without our prior written consent:
copy or use, in whole or in part, any of our intellectual property;
reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, circulate or otherwise exploit any of our intellectual property to any third party or in public (other than for the purpose of using any reports or information generated by us in your commercial operations); or
breach any intellectual property rights connected with the Site, the Software or the Services, including (without limitation) altering or modifying any of our intellectual property; causing any of any of our intellectual property to be framed or embedded in another website; or creating derivative works from any of our intellectual property.
This clause 11 will survive termination of your Account.
Indemnity and liability
Despite anything to the contrary, to the maximum extent permitted by the law, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise:
our maximum aggregate liability arising from or in connection with these Terms (including the Services or the subject matter of these Terms) will be limited to, and must not exceed the total amount of Fees you paid to us in the month in which the liability arose or USD $1 if no such Fees have been paid; and
we will not be liable to you for any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data.
Despite anything to the contrary, to the maximum extent permitted by the law, we have no liability, and you release and discharge us from all liability, arising from or in connection with any (where caused or contributed to by any event or circumstance beyond our reasonable control, a fault, defect, error or omission in your Computing Environment or Data; or act or omission of you, your related parties or a third-party service provider, and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services):
injury, damage or loss to any person or property;
failure or delay in providing the Services;
unavailability, outage or interruption to the Services or your Computing Environment; or
breach of these Terms or any Laws,
Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.
Despite anything to the contrary and to the maximum extent permitted by Law, we do not warrant:
the availability of the Services;
the correctness or comprehensiveness of our data collection procedures, the Services or any deliverables or output that is generated from the Services (Deliverables); or
the appropriateness and applicability of the Services or Deliverables for your particular purpose, or correctness of any methodology, calculation, presentation or otherwise in the analytical procedures in the Services or Deliverables.
You acknowledge and agree that:
the Services are provided on an "as is" basis;
you use the Services, the Deliverables and any associated programs and files at your own risk;
the technical processing and transmission of the Services, including your Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices;
all participants that you are using for experiments as part of the Services, and whose information you provide to us, expressly gave their permission to you to provide us with their information (including their email addresses) and to be contacted by us on your behalf;
we may use third-party service providers to host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability or entitling you to any refund, credit, or other compensation;
the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third-party products, facilities or services;
we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used;
from time to time, we may make certain services and/or features available to you for use which are still in their beta stage (Beta Services); Beta Services have not been fully tested and are provided on an 'as is' basis; and, to the fullest extent permitted by Law, we make no representations, warranties or guarantees in relation to such Beta Services;
nothing in these Terms or the Services constitutes, or is intended to constitute, advice of any kind in relation to any commercial, marketing or product management matter;
we offer analytics and research services and our deliverables will not contain a final recommendation for your pricing or other decisions but rather survey data and analysis that you may elect to use, at your own risk; and
we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
Despite anything to the contrary, to the maximum extent permitted by the law, you must indemnify us and hold us harmless from and against any loss, cost, liability or damage, howsoever arising, suffered or incurred by us and arising from or in connection with any claim relating to your Data, your use of the Services or any breach of these Terms by you.
This clause 12 will survive termination of the Account.
You may only terminate your Account by creating the appropriate support ticket within the help desk section of the Site, or by emailing our support staff. Subject to your Statutory Rights, no refunds will be given upon termination in accordance with this clause 13(a). Termination of your Account may take the form of disabling (blocking) it rather than complete removal of your data.
We may, at any time and at our sole discretion, suspend or terminate your Account for any reason. You must ensure that all your Data on the Services is backed up so that you do not lose your Data if we suspend or terminate your Account. We will generally alert you when we take such action and give you a reasonable opportunity to remedy any breach of these Terms, but if we determine that your actions endanger the operation of the Services or other users, we may suspend or terminate your Account immediately without notice. You will continue to be charged for the Services during any suspension period in which you are in breach of these Terms.
We may suspend overdue Accounts without notice to you. A USD $500 reinstatement charge applies to reactivate any suspended Account once full payment has been received.
On termination of your Account and/or this Agreement, you must immediately pay to us all amounts due and payable to us under this Agreement and cease using the Services and Software.
Force Majeure: If a party (Affected Party) is unable to perform any of its obligations under these Terms due to an event or circumstance beyond its reasonable control (other than your obligation to pay us any amounts due and payable under this Agreement) (Force Majeure) and it gives the other party prompt written notice of such, the Affected Party's obligations shall be suspended to the extent necessary. The Affected Party must use reasonable efforts to limit the impact of the event on its performance and must continue to perform its obligations in full as soon as the Force Majeure ceases.
Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with a senior representative of the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
Notices: Any notice given under these Terms must be in writing and addressed to us at the details set out below or to you at the details provided when setting up your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of email.
Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partly) in relation to these Terms does not operate as a waiver or prevent a party from exercising that power or right or any other power or right. A waiver must be in writing.
Relationship of parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the parties.
Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
Assignment: You must not assign any rights or obligations under these Terms, whether in whole or in part, without our prior written consent.
Entire agreement: These Terms contain the entire understanding and agreement between you and us in respect of their subject matter.
Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms on the Site. If you have a subscription based Service, such variation will take effect at the commencement of your next billing cycle. Prior to the commencement of each billing cycle, we recommend you carefully read the terms that are in effect at that time to ensure you understand and agree to them.
Governing law: These Terms are governed by the laws of New South Wales. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any rights to object to proceedings being brought in those courts. The Services may be accessed in Australia and overseas. We make no representation that the Services comply with the laws (including intellectual property laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the Services.