The HeadBox Solutions Pty Ltd Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our Products - Services. The Product - Service agreement and the User Notice governs your access and use of the Product - Service (and not these Terms).
These Terms are between you and the HeadBox Solutions Pty Ltd (“HeadBox Solutions Pty Ltd”, “we” or “us” or “Our”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority and agency to bind your employer or such entity to these Terms.
These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a Product - Service, whichever is earlier (the “Effective Date”).
What these Terms cover.
Products - Services. These Terms govern our Products - Services, related Support, and Additional Services. These Terms include Our Policies (including our Privacy Policy), the Product-Specific Terms, and your Product - Service agreements.
Product-Specific Terms. All Products - Services and Services are subject to additional terms specific to that Product or Service as set forth in the Product-Service Specific Terms in the contract. By accessing or using a product covered by the Product-Service Specific Terms, you also agree to the Product-Service Specific Terms.
How Products - Services are administered.
Through the Products - Services, you may be able to specify certain Users as Administrators, who will have important rights and controls over your use of Products - Services and User Accounts. This may include making Product - Service agreements for Products - Services, creating, de-provisioning, monitoring or modifying User Accounts, and setting User usage permissions; and managing access to Your Data by Users or others. You are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Products - Services for you.
Our Products - Services have various user onboarding flows. You are responsible for understanding the settings and controls for each Product – Service that you use and for controlling who you allow to become a User. If payment is required for Users to use or access a Product - Service, then we are only required to provide the Products - Services to those Users for whom you have paid the applicable fees. Please note that you are responsible for the activities of all your Users, including Product - Service agreements and how Users use Your Data, even if those Users are not from your organisation or domain.
You must require that all Users keep their user identifications and passwords for the Products - Services strictly confidential and do not share such information with any unauthorised person. You are responsible for any and all actions taken using User Accounts and passwords in your control, and you agree to immediately notify us of any unauthorised use of which you become aware.
The Products - Services are not intended for, and should not be used by, anyone under the age of 18.
Domain Name Ownership. Where you are required to specify a domain for the operation of a Product - Service, we may verify that you own or control that domain. If you do not own or control the domain you specify, then we will refuse to provide you with the Products - Services until we have verified consent from the domain owner.
What"s included in your Product - Service subscriptions; what are the restrictions.
Subject to these Terms and during the applicable Engagement Term, you may access and use the Products - Services for your own use in accordance with these Terms, the applicable Product - Service Documentation and agreement. This includes the right, as part of your authorised use of the Products - Services, to download and use the client software associated with the Products - Services. The rights granted to you in this Section 3.1 are non-exclusive, non sub-licensable and non-transferable.
During the Engagement Term, we will provide Support for the Products - Services in accordance with the Support Policy and the applicable Product - Service agreement.
Except as otherwise expressly permitted in these Terms, you will not without our consent: (a) reproduce, modify, adapt or create derivative works of the Products - Services; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Products - Services to a third party; (c) use the Products - Services for the benefit of any third party; (d) incorporate any Products - Services into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Products - Services intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public Application Programming Interfaces to any Products - Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Product; (h) use the Products - Services for competitive analysis or to build competitive Products - Services; (i) publicly disseminate information regarding the performance of the Products - Services; or (j) encourage or assist any third party to do any of the foregoing.
Our security and data privacy policies.
We implement and maintain physical, electronic, technical and administrative security measures designed to protect Your Data from unauthorised access, destruction, use, modification, or disclosure. We also maintain a compliance program that includes independent third-party certifications over data security.
We collect and use certain data and information about you and your Users in accordance with our Privacy Policy.
Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, but we will use commercially reasonable efforts to notify you of a disclosure order where legally permitted to do so. HeadBox Solutions Pty Ltd strives to balance your privacy rights with other legal requirements.
Terms that apply to Your Data.
You retain all right, title and interest in and to Your Data in the form submitted to the Cloud platforms and the Products - Services. Subject to these Terms, and solely to the extent necessary to provide the Products - Services to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Your Data. To the extent that reformatting Your Data for display in a Product constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts, User Accounts, and your Products - Services with User permission in order to respond to your support requests.
You, and your use of Products - Services, (including use by your Users) must comply at all times with these Terms, the Acceptable Use Policy and all Laws.You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Cloud platforms and the Products - Services and to grant the rights granted to us in these Terms, and (ii) Your Data and its submission and use as you authorise in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under Section 4 (Our security and data privacy policies), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Products - Services.
You will not submit to the Products - Services (or use the Products - Services to collect) any Sensitive Personal Information unless its processing is expressly supported as a feature of the applicable Product - Service in the applicable Documentation. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Personal Information submitted in violation of the foregoing.
We have no obligation to monitor any content uploaded to the Products - Services. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our Policies, we may (1) remove Your Data from the Products - Services or (2) suspend your access to the Products - Services. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Product - Service or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Products - Services as described in this Section
Using third-party Products - Services with the Products - Services.
You (including your Users) may choose to use or procure other third party Products - Services or services in connection with the Products - Services. If you enable or use third party products or services with the Products – Services, we may allow the third party providers to access or use Your Data as required for the operation of their products or services with the Products - Services. Any third party provider"s use of Your Data is subject to any applicable agreement between you and such third party provider. We are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to use Your Data.. We disclaim all liability and responsibility for any third party products - services or services (whether support, availability, security or otherwise) or for the acts or omissions of any third party providers or vendors.
Using HeadBox Solutions Pty Ltd software.
Access to any of our Application Programming Interfaces, Software Development Kits or other HeadBox Solutions Pty Ltd Products - Services is not covered by these terms and is a separate agreement.
Additional Services.
Subject to these Terms, you may acquire additional Products - Services from HeadBox Solutions Pty Ltd that we will provide to you pursuant to an applicable separate contract. Additional Products and Services are subject to additional policies and terms as specified by us, specific to the Product - Service being contracted.
We will retain all right, title and interest in and to Products - Services and any information, data, market trends or other outcomes resulting from the use of our Products - Services.
You agree to provide us with reasonable access to all information as reasonably necessary for our provision of additional Products - Services. You retain your rights in your data and information, subject to our ownership of any Products @quot; Services and any term of this agreement contrary to that ownership. We will use information solely for purposes of performing the additional Products - Services. You represent and warrant that you have all necessary rights in your information to provide them to us for such purposes.
Billing and payment.
All Product - Services fees and commissions are specified in the individual Product - Service agreement and are due when specified in specific Product - Service agreement with you.
You will pay all fees and commissions in accordance with each Product - Service agreement, by the due dates and in the currency specified in the agreement. If a Purchaser Order (“PO”) number is required in order for an invoice to be paid, then you must provide such PO number to HeadBox Solutions Pty Ltd by emailing the PO number to accounts@headboxaustralia.com.
We will deliver the login instructions for Products - Services to your account or through other reasonable means no later than when we have received payment of the applicable fees.
Automatic Term Renewal / Termination by Customer
Any Headbox Product - Services agreement shall renew automatically for additional consecutive 12 month period following the end of the Engagement Term unless the Customer provides HeadBox written notice of its intention not to renew the product agreement prior to the end of the Engagement Term or the end of the current Renewal Term (as applicable), provided always that the Customer shall pay to HeadBox all Fees payable for the period up to and including the fifteenth day of the month following the expiration of the Term. The customer is permitted to terminate Headbox Product - Services agreement upon 7 days prior written notice to HeadBox. To the maximum extent permitted by law, in the event that the customer terminates a Product - Services agreement then there will be no refund of any Fees.
Taxes not included.
Your fees under these Terms exclude any taxes or duties payable in respect of the Products - Services 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 invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.
If you make any purchases through an authorised partner or reseller of HeadBox Australia Solutions Pty Ltd (“Reseller”):
Instead of paying us, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use Products - Services if we do not receive the corresponding payment from the Reseller.
Your order details (e.g., the Products - Services you are entitled to use, the number of Users, the Engagement Term, etc.) will be as stated in the Product - Service agreement placed with us by the Reseller on your behalf, and Reseller is responsible for the accuracy of any such Product - Service agreement as communicated to us.
If you are entitled to a refund under these Terms, then unless we otherwise specify, we will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you.
Resellers are not authorised to modify these Terms or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in these Terms.
No contingencies on other Products - Services of future functionality. You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Products - Services beyond the current Engagement Term), or dependent on any oral or written public comments we make regarding future functionality or features.
We may offer certain Products - Services to you at no charge. Your use of No-Charge Products - Services is subject to any additional terms that we specify and is only permitted during the Engagement Term we designate (or, if not designated, until terminated in accordance with these Terms). Except as otherwise set forth in this Section 14, these Terms fully apply to No-Charge Products - Services. We may modify or terminate your right to use No-Charge Products - Services at any time and for any reason in our sole discretion. You understand that any pre-release and beta Products - Services, and features (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products - Services. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products - Services, including any Support, warranty and indemnity obligations. notwithstanding anything else in these terms, our maximum aggregate liability to you in respect of No-Charge Products - Services will be $100 AUD.
Products - Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology (including the Products - Services). From time to time, you may choose to submit Feedback to us. We may in connection with any of our Products - Services or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market Products - Services or services, whether incorporating Feedback or otherwise.
Confidentiality. Subject to the below, each Party must keep confidential, and not use (except to perform its obligations under this Agreement) or permit any unauthorised use of, information provided by the other Party, including information about this Agreement and the other Party’s business and operations. The above does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the terms of this clause.
Subject to the below, each Party must keep confidential, and not use (except to perform its obligations under this Agreement) or permit any unauthorised use of, information provided by the other Party, including information about this Agreement and the other Party’s business and operations.
The above does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing Party ensures the adviser complies with the terms of this clause.