Terms of Services

Last updated 19th of June 2022

Welcome to Viddle and thanks for choosing our platform for trusted investigations management.

This terms of services agreement (‘Agreement’) covers your use and access to our services, client web application software and websites (‘Services’). ‘You’ or ‘Customer’ referred to in this Agreement means the individual accessing or using the Services, or the company, or other legal entity on behalf of which such individual is accessing or using the Services, as applicable.

SERVICES AND SUPPORT

Subject to the terms of this Agreement, the Company (“Viddle Pty Ltd” trading as Viddle) will use commercially reasonable efforts to provide the Customer the Services in accordance with agreed Service Level Terms.

Subject to this Agreement, the Company will provide the Customer with reasonable technical support services in accordance with the Company’s standard practice.

RESTRICTIONS AND RESPONSIBILITIES

Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed to in writing by the Company, the Customer must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Services or any software, documentation or data related to the Services.

The Customer represents, covenants, and warrants that the Customer will use the Services only in compliance with the Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.

The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of Services. Although the Company has no obligation to monitor the Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

CONFIDENTIALITY AND PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (referred to as “Proprietary Information” of the Disclosing Party).

Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Services (“Customer Data”).

The Receiving Party agrees:

to take reasonable precautions to protect such Proprietary Information, and
not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. The Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, the Company shall have the right collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

No rights or licenses are granted except as expressly set out in this Agreement.

SUBSCRIPTION SERVICES

The Customer is granted a non-exclusive, non-transferable subscription to use the Services for the duration of the agreed monthly or annual period.

The Customer will not make any copies of the Services and will not take screenshots of the Software user interface without prior approval by the Company. The Customer may make such copies of the data downloaded from the Services as are reasonably required for:

operational use, backup and security; and
testing and general evaluation purposes.

The Customer will notify the Company immediately on becoming aware of any unauthorised use or copying of the whole or any part of the Services.

The Customer will not create or permit to exist a security interest over the Services in any modifications to, or enhancements, updates or new releases of, the Software or documentation. “Security interest” means a security interest that is subject to the Personal Property Securities Act 2009 (Cth) or any other mortgage, pledge, lien, charge or other arrangement of any kind which in substance secures the payment of money of the performance of any obligation, or that gives a creditor priority over unsecured creditors.

PAYMENT OF FEES

The Company uses Stripe to provide credit card payment and invoicing services. By entering your credit card information, you agree and acknowledge that you will be bound by Stripe’s Services Agreement - Australia and Stripe's Privacy Policy in addition to those of the Company.

The Customer's credit card shall be charged for the use of the Services as per the subscription plan pricing selected during registration, after completion of the free trial period, which commences upon registration. Information about pricing can be found at https://app.viddle.com.au.

The Customer’s credit card shall be charged on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the subscription term for all fees in accordance with the subscriptions plan.

If the Customer’s use of the Services exceeds the data upload limit and/or the user account limit set forth in the selected subscription plan or otherwise, the Customer agrees to pay the overage Fees specified in the subscription plan in the manner provided in this Agreement.

The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email).

If the Customer believes that the Company has charged the Customer incorrectly, The Customer must contact the Company no later than thirty (30) days after such charge. in order to seek an adjustment or credit. Inquiries should be directed to the Company’s customer support department by emailing team@viddle.com.au.

Unpaid amounts are subject to an interest charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

Where applicable, any goods or services tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement and any other taxes, duties or levies will be paid by the Customer at the then-prevailing rate.

REVERSE ENGINEERING

Except as expressly permitted and prior written approval by the Company by part 3 division 4A of the Copyright Act 1968 (Cth), the Customer will not reverse engineer, reverse assemble or reverse compile the Software or any part of the Software.

OWNERSHIP

The Company retains ownership of the Services whether in its original form or as modified for the Customer during the term of the licence.

All intellectual Property Rights in the Software are retained by the Supplier.
Nothing in this agreement affects the ownership of Moral Rights in the Service.

SECURITY

The Customer will be responsible for protecting the Service including Software data at all times from unauthorised access, use, loss or damage.

USER REPRESENTATIONS

By using the Services, the Customer has agreed:

To submit information that is will be true, accurate, current, and complete.
To will maintain the accuracy of such information and promptly update such registration information as necessary.
To have the legal capacity and you agree to comply this Agreement with these Terms of Service.
To not transfer or share Services account credentials with any other person.
To not be under the age of 18.
To not access the Services Software through automated or non-human means, whether through a bot, script, or otherwise.
To not use the Service Software for any illegal or unauthorized purpose.
To use the Service that will not violate any applicable Australian law (Commonwealth, State or Territory) or regulation.
If the Customer provides any information that is untrue, inaccurate, not current, or incomplete, the Company have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

ACCEPTABLE USE POLICY

By using the Services, you agree to the rules set out in this Policy.

You must be at least 18 years of age to use the Services; and by using the Services, the you warrant and represent to the Company that you are at least 18 years of age.

General Usage Rules

a) You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

b) You must not use the Services for any illegal or unauthorized purpose.

c) You must not use the Service in any way that will violate any applicable Australian law (Commonwealth, State or Territory) or regulation.

d) You must not use the Services:

i) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

ii) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

e) You must ensure that all Content complies with the provisions of this Policy.

2. Unlawful Content

a) Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

b) You may not use the Application for upload of of ‘warez’, pornography, hatred, scams, hacking, fraudulent or illegal activity, or for any materials which maybe be deemed unacceptable to the general community or otherwise defined as illegal and restricted online content by the Australian eSafety Commissioner.

c) Content must not:

i) be libellous or maliciously false;

ii) be obscene or indecent;

iii) infringe any right of confidence, right of privacy or right under data protection legislation;

iv) constitute negligent advice or contain any negligent statement;

v) be in contempt of any court, or in breach of any court order;

vi) constitute a breach of any contractual obligation owed to any person.

d) You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

3. Factual accuracy

a) Content must not be untrue, false, inaccurate or misleading.

b) Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

TERM AND TERMINATION

Subject to earlier termination as provided below, this Agreement is for the monthly or annual subscription plan duration as selected by the Customer during registration and shall be automatically renewed for additional periods of the same duration as the initial subscription plan duration Term (collectively, the “Term”).

The Customer may terminate this Agreement at any time by cancelling their subscription in Account Settings.

The Company may terminate this Agreement at any time. Without limiting the foregoing, the Company shall have the right to immediately terminate and/or suspend any account of any Customer:

a) if the Customer materially breaches any of the terms or conditions of this Agreement.

b) if subscription charges made to the Customer provided credit card are declined.

c) if the Customer breaks State and/or Commonwealth law in connection with use of the Services.

d) if the Company deems that the Customer's conduct in connection with the use of the Services is unethical.

The Customer will pay in full for the Services up to and including the last day on which the Services are provided.

The Customer agrees and acknowledges that Termination will cancel all user accounts created as part of the subscription plan or added to the subscription plan during the Term of the plan. One or more users of the terminated subscription plan accounts may request from the Company continued use of the Services under a new subscription plan.

Upon any termination, the Company will make Customer Data available to the Customer in a form the Company deems appropriate for a period of thirty (30) days, but thereafter the Company may, but is not obligated to, delete stored Customer Data.

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.

While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third-party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company.

The Company’s obligation and the Customer’s exclusive remedy during the Term are limited, in the Company’s absolute discretion, to:

the Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate.

The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:

the facilities and functions of the Services meet the Customer’s requirements;
the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction.
the Company does not purport to provide any legal, taxation or accountancy advice by providing the Service under this Agreement.

The Company will not be liable for any failure of the Services to provide any function not described in the documentation (provided online as part of the Services) or any failure attributable to:

any modification to the Services other than by the Company;
accident, abuse or misapplication of Services by the Customer;
use of the Services with other software or equipment without the Company’s written consent;
use of other than the latest, unaltered current release of the Services;
or use other than in accordance with this Agreement.

If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.

INDEMNITY

The Customer will at all times indemnify and hold harmless the Company and its officers, employees and agents in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or arising directly or indirectly from:

a breach by the Customer of its obligations under this Agreement;
any wilful, unlawful or negligent act or omission of the Customer.

LIMITATION ON LIABILITY

Except in the case of death or personal injury caused by the Company's negligence, the liability of the Company under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the fees paid by the Customer to the Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages.

Neither party is liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

BETA FEATURES

The Company may, from time to time, implement features in the Services that are still under testing (‘Beta Features’). Beta Services are provided to some or all customers for trial, evaluation and feedback. Customers using Beta Features acknowledge that these features may contain bugs and may cause errors, and agree to provide feedback on their performance.

Some Beta Features remain confidential until commercial release. The Customer agrees not to disclose any information about Beta Features to anyone else without written permission from the Company.

GENERAL

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided in this Agreement.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Western Australia, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Western Australia.

CHANGES TO THIS AGREEMENT

We may update Our Terms of Services Agreement as necessary. We will notify You of any changes by posting the new Agreement on this page. We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the "Last updated" date at the top of this Agreement.

You are advised to review this Agreement periodically for any changes. Changes to this Agreement are effective when they are posted on this page.

CONTACT US

If you have any questions about this Agreement, You can contact us by email: team@viddle.com.au.