Cooperate Platform Terms of Use

Last updated: 8 November 2018

This website, www.cooperateplatform.com (and such other sites as we may offer from time to time) (the Sites) is owned by Cognitives Platform Pty Ltd (ACN 155 767 712) (us/we/our).

By accessing the Sites and using the Services, or by otherwise accepting these Terms of Use, you agree to be bound by these Terms of Use (and any other policies which we make available to you), which may be varied by us from time to time and will be deemed to be accepted by you upon publication on the Sites and your continued use of the Sites and the Services.

If you do not agree to these Terms of Use, do not continue using the Sites or the Services.

Where you sign up for the Services in the name of a company or other entity, you warrant to us that you have the authority to enter into these Terms of Use and to bind your entity to these Terms of Use as though the term “you” also applies to that entity.

Nothing in these Terms of Use is intended to exclude, restrict or modify rights which you may have under any law (including, in Australia, the Australian Consumer Law) which may not be excluded, restricted or modified by agreement (Your Consumer Rights). You can find out more about Your Consumer Rights from consumer organisations and bodies such as the Australian Competition and Consumer Commission and Australian State/Territory fair trading authorities.

1. Services

(a) We will provide you with a limited licence to use a variety of products, services, applications, tools and other resources (including the Sites) to enable you to create and manage content and campaigns; plan, create, manage, distribute and track content; and build, manage and host content sites (together, the Services).

(b) From time to time, we may add, vary, or remove features or functionality of the Services. For mobile applications, you may need to install a new or updated version before you receive the benefit of those changes.

(c) The Services may be accessed throughout Australia and overseas. If you access the Services from outside Australia, you do so at your own risk and are responsible for complying with any relevant local laws.

(d) At any time and at our sole discretion, we may decide to stop providing all or some of the Services, and subject to clause 6(e) and Your Consumer Rights, nothing in these Terms of Use is to be taken as a guarantee that the Services will always be available, either in their current form or at all, or that we will support, maintain or continue to offer the Services or any version of them. We will provide notice to current customers of material reductions to the Services, and provide pro-rata refunds or other remedies where applicable in accordance with our legal obligations.

2. System requirements and availability

(a) You acknowledge that in order to use the Services, you require the latest version of a modern browser such as Internet Explorer, Firefox, Safari or Google Chrome and a stable connection to the Internet.

(b) You acknowledge that the operation and availability of the system used for accessing the Services can be unpredictable and that downtime of the Services, either scheduled or unscheduled, may occur from time to time.  Subject to clause 6(e) and Your Consumer Rights, we will not be liable for the consequences of any downtime.

(c) We do not guarantee that the Services or the Sites are free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used.  Subject to clause 6(e) and Your Consumer Rights, you acknowledge that you assume all risk of use of all programs and files associated with the Services, and you will not hold us liable for any loss, damage or liability arising from such use.

3. Your obligations

(a) You are responsible and liable for:

(i) all activity that results from use of the Sites or the Services, unless such activity arises from our negligence, willful misconduct, or breach of our obligations under the Privacy Policy or these Terms of Use;

(ii) maintaining the security of username, passwords, files and for all uses of the Sites and the Services in your name; and

(iii) all content, materials, and information that you upload and/or transmit using or relating to the Services, and backing up such content, materials and information.

(b) The Services may contain materials produced or provided by third parties, or you may access links to third party websites through the Sites.   By accessing such content, you acknowledge and agree that:

(i) use of such third party websites or content may be subject to terms and conditions of the third party;

(ii) we do not represent, endorse or warrant the accuracy, quality, reliability or nature of the content on any linked websites whatsoever and you access such third party websites or content at your own risk;

(iii) subject to clause 6(e) and Your Consumer Rights, we are not liable for any:

(1) content uploaded to, accessed via, and/or sold or made available through, the Services, whether by us or any third party; or

(2) losses, damages or other liabilities incurred as a result of your use of any third party websites or content accessed through the Sites; and we reserve the right to require you to remove any third party link or content from the Services which you install without obtaining our prior written consent.

4. Fees and taxes

(a) In consideration for the Services, you must pay the fees that were advised to you (Fees).

(b) Where you are using the Services under a pilot (or similar), you acknowledge that you are subject to the Terms of Use as a condition of that pilot (or similar).

(c) The parties agree that the Fees are GST exclusive.  If GST is payable on a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in the Pricing Schedule plus GST.  The parties must provide each other with all documentation required to claim any Input Tax Credit, set off, rebate or refund for or in relation to any GST included in any payment made under these Terms of Use.  In this clause 4, the terms “GST”, “Taxable Supply” and “Input Tax Credit” have the meaning given in A New Tax System (Goods and Services Tax) Act 1999 and related tax imposition Acts of the Commonwealth of Australia.

5. Warranties

(a) Subject to clause 6(e) and Your Consumer Rights, we do not warrant that:

(i) the Services will meet your specific requirements;

(ii) the Services will be correct, accurate, appropriate, reliable, timely, secure, uninterrupted or error-free;

(iii) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or

(iv) any errors in the Services will be corrected.

(b) Subject to clause 6(e) and Your Consumer Rights, we exclude any other warranties either express or implied under applicable law.

(c) You warrant that:

(i) you will comply with all applicable laws when using our Services and the Sites;

(ii) you will not violate or attempt to violate the security of the Services or the Sites;

(iii) you will not use the Services to send or make available any unsolicited or unauthorised advertising, solicitations or promotional materials;

(iv) you will not impersonate any person or entity or otherwise misrepresent yourself or enter into any fraudulent activities;

(v) you will not hack into the Site(s), our computer systems or the computer systems of other users of the Services. Hacking includes unauthorised access, malicious damage and/or interference and includes, without limitation, mail bombing, propagating viruses, worms or other types of malicious programs, deliberate attempts to overload a computer system, broadcast attacks or any other method designed to damage or interfere with the operation of a computer system or website; and

(vi) you will not use the Services to store, distribute or publish racist, abusive, discriminatory, defamatory or sexual content, content glorifying violence or other illegal content in violation of any applicable laws, content that we deem inappropriate in our sole discretion, or content that infringes the intellectual property rights or other rights of any third party.

6. Indemnity and limitation of liability

(a) You indemnify, defend, release and hold us harmless for and against all loss and damage incurred by us and any third parties arising directly or indirectly from, or in connection with your use of the Services, your use of third party websites linked through the Sites, any content you submit via the Services and/or the Sites and your breach of these Terms of Use.

(b) The Services are provided on an “as is” and “as available” basis, and your use of them is at your sole risk.  Subject to clause (e) and Your Consumer Rights, under no circumstances will we, or any of our officers, representatives or personnel, be liable to you or any third person for any loss or damage (including but not limited to direct, indirect exemplary, special, incidental, cover, reliance or consequential damages, loss of profits or revenue, business interruption, loss of data, business opportunities, business interruption or personal injury), arising out of or in connection with the Services.

(c) You acknowledge that we may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology to provide the Services and that the Services may be subject to limitations, delays and other problems inherent in the use of such services. The delays, problems, acts and omissions of those third party suppliers are outside of our control, and subject to clause (e) and Your Consumer Rights we do not accept any liability for any loss or damage suffered as a result.

(d) If we are found to be liable to you for any loss or damage, then subject to clause

(e) and Your Consumer Rights our maximum liability in connection with these Terms of Use and the Services, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, is limited to the resupply or rectification of the Services, but in no event will our liability exceed the Fees paid by you to us in the 6 months prior to the date upon which your claim arose. You agree that our liability to you will be reduced by the extent to which you contributed to the loss.

(e) If any consumer guarantee under the Australian Consumer Law applies to our supply of the Services:

(i) the limitations of liability in clauses 1(e), 2(b), 2(c), 3(b)(iii), 5(a), 5(b), 6(b), 6(c) and 6(d) do not apply to any liability we have for failure to comply with a consumer guarantee; and

(ii) our liability for any loss, cost, liability or damage, however caused (including by negligence) suffered or incurred by you because of the failure to comply with any consumer guarantee is limited to us (at our election):

(1) re-supplying the Services or supplying services equivalent to the Services; or

(2) paying the cost of re-supplying the Services or supplying services equivalent to the Services.

(f) If you suffer any loss in connection with the Site or Services, you must take all reasonable steps to minimise your loss, including notifying us without delay if there are steps we can take to help minimise your loss.

7. Termination and suspension

(a) You may terminate your use of the Services (or a Service) at any time by contacting in writing your designated Cooperate contact or emailing us at support@cooperateplatform.io.  Your termination request must include sufficient details about you, your company and the Service(s) you wish to cancel in order for us to cancel that Service or Services.

(b) Termination of your Service(s) will take effect from the last day of the subsequent billing period after the date we receive a valid notice under clause 7(a) or from the date we make a determination of suspension in accordance with clause 7(c), except where your breach of these Terms of Use requires us to immediately terminate your Services.

(c) We reserve the right to monitor any and all content and your use of our Services.  We may, in our sole discretion, remove any content and/or suspend or terminate your use of the Services for any reason (including, without limitation, any alleged breach of any term of these Terms of Use) and, subject to clause 6(e), Your Consumer Rights and the reason for our removal of content or suspension or termination of the Services, you may not be entitled to any refund or credit relating to such removal, suspension or termination.

(d) If your Services are cancelled or terminated for any reason:

(i) we will retain your data for at least 90 days after the date of the cancellation or termination. If you are seeking access to any such data, please contact your designated contact at Cognitive, or email us at support@cooperateplatform.com;

(ii) any statutory retention requirements with respect to your data or information remain your responsibility; and

(iii) all sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership, warranties, disclaimers and limitations of liability.

(e) We will not be liable by reason of the failure in the performance of obligations under these Terms of Use by reason of strikes, riots, fire, explosions, acts of God, war, governmental action, or any other cause which is beyond our reasonable control.

8. Intellectual property

(a) You acknowledge and agree that:

(i) all intellectual property rights in the Sites (including our branding and logos) and the Services belong to us, or our third party suppliers, at all times (our IP) and you agree not to challenge or do anything inconsistent with such ownership;

(ii) you may not reproduce any of the content on our Sites or our IP without prior consent in writing; and

(iii) you do not have any rights to our IP except as expressly granted under these Terms of Use or any other agreement with us.

(b) You warrant that you own, or are authorised to use, the intellectual property rights in any data you submit to the Services and you indemnify us for any loss or damage we incur in connection with such data.  You grant us an irrevocable, worldwide, sub-licensable, royalty-free licence to use your intellectual property rights in relation to the Services.

(c) You must not, without our prior written consent:

(i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (the Software);

(ii) remove any proprietary notices or labels from the Services or any Software;

(iii) reproduce or copy the Software or the Services or any part thereof;

(iv) modify, translate, or create derivative works based on the Services or any Software; or

(v) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.

10. Privacy and confidentiality

(a) When you agree to these Terms of Use you agree to our collection and use of your personal information in accordance with our privacy policy (available on the Site). If at any time you do not agree with the terms of our privacy policy, do not use the Sites or Services.

(b) All information relating to the Services that could reasonably be considered by its nature to be confidential will be treated by you as confidential unless we give our permission for you to use the information, or the information is in the public domain otherwise than by a breach of these Terms of Use.

(c) You agree to notify us immediately if you become aware that any person may have unauthorised knowledge, access to or use of the Services.

10. General

(a) The relationship between us and you is that of principal and independent contractor.  Nothing in these Terms of Use will be taken as giving rise to a relationship of employment, agency or partnership.

(b) Subject always to any specific terms and conditions entered into between the parties, these Terms of Use contain the entire understanding between the parties concerning the subject matter of this Agreement and supersedes all prior communications. Where these Terms of Use are inconsistent with any other written agreement between the parties, the written agreement prevails to the extent of that inconsistency.

(c) Clauses 6 (Indemnity and Limitation of Liability), 8 (Intellectual Property), 9 (Privacy and Confidentiality) and 10 (General) survives termination of these Terms of Use.

(d) You are not entitled to assign the benefit of, or your obligations under, these Terms of Use without our prior written approval, which we may not unreasonably withhold.  We may assign our rights and benefits under this agreement at any time.

(e) If any term or provision of these Terms of Use is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms of Use and the remaining terms and conditions will be unaffected.

(f) These Terms of Use are governed by, and construed in accordance with, the laws of Victoria.  The parties submit to the non-exclusive jurisdiction of the courts of Victoria.