Updated on: 15th December 2012.
Effective Date: 31st December 2012.
THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND AO SOFTWARE PTY LTD (hereinafter “AOCRM” and “AOERP”) GOVERNING YOUR USE OF AOCRM, AOERP OF ONLINE BUSINESS PRODUCTIVITY AND CUSTOMER RELATION MANAGEMENT SOFTWARE.
Parts of this Agreement
This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.
Acceptance of the Terms
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service-Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button or signing of Service Level Agreement (SLA) which is indicating your acceptance of the terms or by actually using the Services.
Description of Service
We provide an array of services for online collaboration and customer relationship management application, document management and project management application ("Service" or "Services"). You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
Copyrights of Service
Copyrights are exclusive rights in original works, including certain written, pictorial and graphical works, audio-visual works, and computer programs. The owner of a copyright in a work has the right to exclude others from reproducing, displaying, distributing, creating derivative works from, performing, or otherwise using the work. AOCRM, AOERP owns copyright in its logos, website designs and content, videos and other promotional materials, and its proprietary computer code, as well as other works not specified here. You may not use, reproduce, distribute, or create derivative works from any copyrighted work, or any portion of a copyrighted work, owned by AOCRM, AOERP without first receiving a license or a fully executed Permission to Use Trademark and/or Copyrighted Work form accessed. But even after we grant you permission to use a work by providing you an executed copy of the Permission to Use Trademark and/or Copyrighted Work form, we retain the right to modify or revoke that permission in our sole discretion unless prohibited in a separate agreement. If you have questions about these Guidelines as they pertain to copyright, please contact us at firstname.lastname@example.org.
General Guidelines of Service
These Guidelines are not intended to be an exhaustive list of AOCRM and AOERP's rights in its trademarks and copyrighted works. AOCRM, AOERP reserves all rights in its intellectual property, including rights not expressly described in these Guidelines. Any goodwill derived from your use of any of AOCRM, AOERP’s trademarks under license or pursuant to the Guidelines inures solely to AOCRM, AOERPM’s benefit.
If you have a business relationship with AOCRM and AOERP, you may have received additional guidelines outlining prohibited and permitted uses of AOCRM, AOERP’s trademarks and/or copyrighted works, including written requirements for the size, typeface, colors, and other graphical characteristics for each. Any such additional guidelines merely supplement and do not replace these Guidelines. Any modification to the core AOCRM, AOERP's System (for Education, Professional, Not-For-Profit, Retail, Franchise, Builders, Doctors or other Business Solutions) are the intellectual property of AO Software Pty Ltd; and any development work within the Business Solutions for the licensed/subscribed users should be also included as part of AOCRM, AOERP intellectual property which is enforced whether it's mentioned in the Letter of Acceptance (LOA) or not.
AOCRM, AOERP requires you to abide by these Guidelines as well as all applicable supplementary guidelines and retains the right at all times, in its sole and absolute discretion, to modify or revoke any permissions provided in these Guidelines or in relation to these Guidelines.
AOCRM, AOERP shall not be liable to you for any damages arising out of use of the AOCRM, AOERP trademarks or copyrighted works pursuant to these Guidelines—whether direct, indirect, incidental, special, consequential, punitive, exemplary or otherwise.
Subscription to Service
We may offer certain Services as closed or open beta services ("BAU" and "Beta Service" or “Beta Services”) for the purpose of BAU, testing and evaluation under Perpetual Licenses to the end users. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Services with or without notice to you. You agree that AOCRM, AOERP will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason. We may provide different level of subscription or licensing to AOCRM, AOERP customers based on the business needs, which could be monthly, yearly subscription including one-off or installment payments with/without SLA agreements; and AOCRM, AOERP Admin Team will have full authority to customize Perpetual Licenses packages in a case by case basis.
End User License
AOCRM, AOERP grants the user a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services in accordance with this Agreement. The Services include our website, any mobile applications, software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto, and hardware products provided by AOCRM, AOERP.
While using AOCRM and AOERP Services, the user may not, nor may the user permit any third party to do any of the following: (i) access or monitor any material or information on any AOCRM, AOERP system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with AOCRM, AOERP including (i) that expressly grants the user an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from AOCRM, AOERP; (iii) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to the user under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Services or any AOCRM, AOERP service or product, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Services except as expressly allowed under this section.
Modification of Terms of Service
We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing AOCRM, AOERP notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.
User Sign up Obligations
You need to sign up for a user account and obtain licensing by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if AOCRM, AOERP has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, AOCRM, AOERP may terminate your user account and refuse current or future use of any or all of the Services.
Organization Accounts and Administrators
When you sign up for an account and obtain licenses for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account. You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that AOCRM, AOERP is not responsible for account administration and internal management of the Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to email@example.com, provided that the process is acceptable to AOCRM, AOERP. In the absence of any specified administrator account recovery process, AOCRM, AOERP may provide control of an administrator account to an individual providing proof satisfactory to AOCRM, AOERP demonstrating authorization to act on behalf of the organization. You agree not to hold AOCRM, AOERP liable for the consequences of any action taken by AOCRM, AOERP in good faith in this regard.
Personal Information and Privacy
Communications from AOCRM and AOERP
The Service may include certain communications from AOCRM and AOERP, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy AOCRM, AOERP in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by AOCRM, AOERP to the complainant.
Fees and Payments
The Services are available under subscription or licensing plans including customization of AOCRM, AOERP (based on the scope of work, on a case by case basis engagement approach) of various durations. Payments for subscription or licensing plans of the duration of less than a year can be made only by Credit Card. Your subscription or licensing will be automatically renewed at the end of each subscription period. At the time of automatic renewal, the subscription fee will be charged to the Direct Debit Bank Account, which is authorized by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Bank Account. If you do not wish to renew the subscription or licenses, you must inform us at least seven days prior to the renewal date. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then-current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.
Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of AOCRM, AOERP; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication.
Spamming and Illegal Activities
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
Inactive User Accounts Policy
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant AOCRM, AOERP the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for AOCRM, AOERP’s commercial, marketing or any similar purpose. But you grant AOCRM, AOERP permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
User Generated Content
You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that AOCRM, AOERP will have the right to block access to or remove such content made available by you if AOCRM or AOERP receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by AOCRM, AOERP for this purpose.
Sample files and Applications
AOCRM, AOERP may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. AOCRM, AOERP makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
AOCRM, AOERP, AnytimeOffice, and it's logo, the names of individual Services and their logos are trademarks of AO Software Pty Ltd. You agree not to display or use, in any manner, the AOCRM, AOERP trademarks, without AOCRM, AOERP’s prior permission.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. AOCRM, AOERP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AOCRM, AOERP MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM AOCRM or AOERP, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
Limitation of Liability
YOU AGREE THAT AOCRM, AOERP SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF AOCRM, AOERP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL AOCRM, AOERP’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
You agree to indemnify and hold harmless to AOCRM, AOERP and its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by AOCRM, AOERP.
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of state of Victoria, Australia. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappeasable. The arbitration shall be conducted in Victoria and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, AOCRM or AOERP may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
Suspension, Termination and Cancellation
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to firstname.lastname@example.org within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if AOCRM, AOERP breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any yearly or monthly subscription fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.
In addition and notwithstanding any other clause, if any user licensed for a month-to-month or yearly (12 months, 24 months and 36 months) subscription plan and would like to terminate the agreement prior to the end of the relevant subscription, licensing or SLA term where AOCRM, AOERP has not breached its obligations under these Terms or the relevant SLA; the end-user must pay (a) any outstanding fees which have been invoiced but not paid and (b) the relevant break fees for early termination which represents the genuine pre-estimate of loss of revenue to AOCRM, AOERP which equates to any fees which have not yet been invoiced on a periodic basis until the end of the relevant term of the subscription, licensing and SLA as part of the End User Agreement License (EUAL). AOCRM, AOERP Support team's termination process for the associated subscription, licensing and SLA could take between 4 (four) to 6 (six) weeks from the date that the relevant AOCRM, AOERP Acknowledgment termination and release document is signed and returned to AOCRM, AOERP as part of the End User Agreement License (EUAL).
END OF TERMS OF SERVICE
If you have any questions or concerns regarding this Agreement, please contact us at email@example.com.