Terms of service

These Terms of Service (the "Terms") describe your rights and responsibilities when using our software application (the "Service"). Please read them carefully. If you create an account for a new workspace or create an account for an existing workspace, then these Terms govern your access and use of our Service. Our Privacy Policy is incorporated by reference into these Terms. These Terms (or, if applicable, your written agreement with us) and any order form(s) together form a binding "Contract" between you and us. 'Splose', 'we', 'us', 'our' refers to Splose Pty Ltd (ACN 614 286 636). By using our Service after being notified of a change to these Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract.

Company information

Splose Pty Ltd
Suite 24 Stone & Chalk
Allied Health Building
Lot Fourteen, Adelaide
South Australia, 5000
Australia
ABN 54 614 286 636
support@splose.com

Communication

You acknowledge that we may send you communication related to your account and workspace and the Service, including notifications of system updates or downtime, opportunities to be part of new features and anything else related to the general activity of your account.

Accounts and passwords

You agree to keep all required usernames and passwords secure and confidential at all times and agree to provide accurate, up-to-date and complete information when you create an account. You acknowledge that you are solely responsible and liable for all activity that takes place within your account.

You agree to make all appropriate efforts to avoid unauthorised access to and usage of your account and in the case of any unauthorised access or use, you agree to notify us immediately.

Acceptable use

You may access and use the Service for your internal business purposes or personal use in accordance with these Terms and acknowledge that you are solely responsible for your conduct and data related to the Service. The rights granted to you are non-exclusive, non-sublicensable and non-transferable.

You agree not to; attempt to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.); willfully tamper with the security of the Service or tamper with other customer accounts, access data on the Service not intended for you; log into a server or account on the Service that you are not authorised to access; attempt to probe, scan or test the vulnerability of the Service or network that hosts our Service; impersonate us or solicit users for commercial purposes; breach the security or authentication measures; lease, distribute, license, sell or otherwise commercially exploit the the Service.

You are billed according to the particular number of users who may use the Service. You agree not to allow additional users to use the Service that do not have a paid account. We have the right to audit your use of the Service, at our own cost and determine whether your use is in accordance with these Terms. If an audit reveals that you have exceeded the scope of use permitted, we may require you to immediately pay for additional users using the service, or suspend or terminate your use of the Service.

Any unauthorised use of the Service is a violation of these Terms and may breach local, state, territory, commonwealth, national and foreign laws, treaties, rules and regulations. Such violations may subject you or users in your workspace to civil and criminal penalties.

While we strive to make our Service available to you 24 hours a day, seven days a week, you acknowledge and recognise that we need to perform planned or unscheduled maintenance on our Service which may require a period of downtime. Where possible, we attempt to minimise any such downtime and as our commitment to being transparent, we display the real-time status of the Service on our status page. Where planned maintenance is being undertaken, we will attempt to notify you in advance but do not guarantee it. If unexpected outages occur, we make no guarantee as for the recovery time. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Service. You are responsible for maintaining copies of your data entered into our Service.

Accuracy

We are not responsible if information made available in the Service is not accurate, complete or current. Information we provide is general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the information made available in our Service is at your sole risk.

Payment

You will need to supply a valid card when you create an account for a new workspace, which helps us keep your workspace running smoothly at the time of renewal.

Credit card security is implemented using https (256-bit encryption) for all transactions. We do not store your credit card information within the Service. Your credit card information is stored with a trusted and secure payment provider that maintains PCI Service Provider Level 1 standards in the storage and handling of credit card information.

We may agree to invoice you by email where full payment must be received within thirty (30) days from the invoice date.

All fees related to the Service, including but not limited to subscription plan fees, are subject to change upon 30 days notice from us. Such notice may be provided at any time by updates to our website, notices within the Service itself, or by email correspondence.

You may add users and increase storage limits directly from your account. Unless otherwise specified in the applicable order (including if you have account credit or valid coupon code) we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current term.

You may remove users and decrease storage limits at any time. If such adjustment causes your account to be credited, you will be pro-rata credited for the remainder of your current plan, which will be applied to your next subscription term. We do not provide refunds for unused credit.

Removing users, canceling your subscription, or not keeping up-to-date credit card information may cause the loss of access, data or features of the Service. Splose Pty Ltd does not accept any liability for such loss.

If you believe you have been incorrectly charged, please contact us immediately. If there are charges made in error, we will credit your account or credit card with the correct amount.

SMS messages are an optional feature and are charged per SMS sent. You are solely responsible for maintaining sufficient credit for SMS messages (which are charged separately from your subscription). Refunds will not be issued for unused SMS credits.

Taxes

Fees under these Terms exclude any taxes or duties payable in respect to the Service in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoices designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

Renewals

Except as otherwise specified in your subscription, unless you or we cancel your subscription prior to expiration of your current subscription term, your subscription will automatically renew for another subscription term equal to your existing term.

Cancellation and termination

If you wish to cancel your account, you must provide notice of cancellation through your account in your subscription settings. Email, chat, letters or phone requests to cancel your account are not considered notice of cancellation.

All of your content and data will be permanently deleted or anonymised 60 days after the cancellation of your account. Your data will not be recoverable.

Failure to pay your subscription fees will result in your account being cancelled. Accounts are cancelled after (4) four failed payment attempts within (1) one week. We are not responsible for any loss you suffer as a result of such cancellation or termination. A cancelled account can be reactivated by supplying a valid credit card within 59 days of cancellation.

If you cancel your account before the end of your current subscription term, you may continue using the Service until the end of your subscription term and you will not be billed again upon the renewal date.

Splose Pty Ltd in its sole discretion has the right to suspend or terminate access to your account and the Service and refuse any and all current or future use of the Service to you, for any reason, at any such time. Such termination can result in the permanent deletion of your account and data.

No Warranties or Representations

Without limiting your Statutory Rights:

You understand and agree that the Service is provided "as is" and Splose Pty Ltd and our suppliers expressly disclaim any and all warranties and representations of any kind, including including any warranty of non-infringement, title, fitness for your required purpose, functionality or merchantability, and bailment of your data on Splose Pty Ltd servers, whether express, implied or statutory.

You acknowledge that Splose is not responsible for any disruption of the Service, issues relating to speed of Service, failure of Service, or any other loss or damage resulting from the transfer of data over communications networks and facilities, and you acknowledge that the Service may be subject to limitations, delays or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control. Further, 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.

You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

Limitation of Liability without limiting your Statutory Rights:

You acknowledge that the risk arising from use, security or performance of our Service remains with you.

In no event will Splose Pty Ltd be liable for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.

If there is any loss or corruption of your data, your sole and exclusive remedy will be for Splose Pty Ltd to take reasonable steps to try and recover that data from our available backups.

Indemnity

You agree to indemnify, defend and hold harmless Splose Pty Ltd, its affiliates, officers, directors, employees, agents and suppliers from any and all third-party claims, liability, damages and/or costs (including, but not limited to, legal fees as and when incurred) arising from your use of the Service, your use of your account, your violation of these Terms or the infringement or violation by you or any other user of your account.

Intellectual property and data

Splose Pty Ltd claims no intellectual property rights over the Customer data or other material you provide to the Service. You acknowledge that the Service is licensed to you and that Splose retains ownership of all rights, title and interest to the Service, and the intellectual property rights therein (including without limitation, all trademark rights, design rights, documentation, copyrights and trade secret rights). Such rights are protected by Australian and international intellectual property laws. The Service is made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms we may use

You may choose to submit feedback to us and you grant us permission to use, copy, disclose, license, distribute and exploit any feedback without any obligation, royalty or restriction based on intellectual property rights or otherwise. No feedback will be considered your Personal Information, and nothing in these terms limits our right to independently use, develop, evaluate, or market services, whether incorporating feedback or otherwise.

Except to the extent that applicable laws prevent us from restraining you from doing so, you agree that you will not copy, reproduce, reverse engineer, alter, modify, or create derivative works from the Service.

You consent to us transferring your data (including backups) to trusted third-party providers outside of Australia.

Trademark use

Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or any identifier including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us, such as your online booking page); or (b) to imply identification with us as a partner, or other similar representative capacity. You agree not to remove or alter such items that we may provide.

General

You may not assign your rights in respect to the Service to any other person, or transfer without our prior written consent.

You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-party as to the origin of any comments.

Splose Pty Ltd may modify the Service at any time, for any reason, and without notice. We also may modify these Terms at any time and if we do, we will notify you of the updated Terms and give you a reasonable period of time to notify us that you do not agree to the updated Terms and cease using the Service.

These Terms and any separate agreements whereby we provide you the Service will be governed by and construed in accordance with the laws of South Australia.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination and/or accordingly may deny you access to the Service.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Questions

If you have any questions about these Terms, you can contact us at support@splose.com.

Effective day 14 August 2020

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