PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY EXECUTING THESE TERMS OF SERVICE AND/OR ACCESSING AND/OR USING EVIDENCE HUB, YOU AGREE TO THESE TERMS OF SERVICE AS A LEGALLY BINDING CONTRACT BETWEEN YOU AND EVIDENTLI PTY LTD ABN 33 626 225 947. WE MAY MODIFY AND REPLACE THESE TERMS OF SERVICE FROM TIME TO TIME WITHOUT NOTICE (EXCEPT WHERE YOU ARE AN ELIGIBLE USER, IN WHICH CASE, WE WILL NOTIFY YOU OF THE UPDATE).
1. Eligibility to Access and/or Use Evidence Hub
1.1. The software that we promote and market under the name of ‘Evidence Hub’ (Evidence Hub) is owned by Evidentli Pty Ltd (ABN 33 626 225 947) of Suite 516, 50 Holt Street, Surry Hills NSW 2010 Australia (we, our and us).
1.2. Evidence Hub is only available to be accessed and/or used by persons who:
(a) are at least 18 years of age;
(b) have the capacity to enter into legally binding contracts under applicable law;
(c) irrevocably and unconditionally accept the terms and conditions of, and agree to be legally bound by, these Terms of Service (Agreement); and
(d) consent to our collection, use and disclosure of their personal information in accordance with our Privacy Policy, as amended from time to time.
In this Agreement, we refer to those persons as Eligible Users. If you are not an Eligible User or you cease to be an Eligible User, you must not access or use Evidence Hub. By accessing and/or using Evidence Hub or any part of it you warrant and represent to us that you are an Eligible User and will be deemed to have irrevocably and unconditionally accepted the terms and conditions of, and agreed to be legally bound by, this Agreement.
1.3. If you are not an Eligible User, you must not and cannot access or use Evidence Hub.
2. Evidence Hub Account Registration and Activation
2.1. Evidence Hub can only be accessed and used by Eligible Users who have a current registered account on Evidence Hub. Each Eligible User is provided with user credentials at the time of registration.
2.2. If you are not an Eligible User or cease to be an Eligible User, we may terminate your access to Evidence Hub at any time without notice.
2.3. If any of the information provided during your account registration is incorrect or changes, you must promptly update your Evidence Hub account with the relevant up-to-date information.
2.4. You must not disclose or provide login credentials for your Evidence Hub account to any third party. You are solely responsible for the confidentiality of your username and password and for any use and unauthorised use of your Evidence Hub account. You must immediately notify us if you become aware of any unauthorised usage or access to your account and provide all necessary cooperation, assistance, information, materials, authorisations, permissions and access for us to investigate any suspected, actual or potential breach, misuse or unauthorised access of your Evidence Hub account.
2.5. If you are a Registered Authorised User, upon activation of your Evidence Hub account, you will have a non-exclusive, non-assignable, non-sublicensable, revocable right to operate Evidence Hub (within any constraints determined by us) (Access Right). You must not access or use Evidence Hub other than pursuant to the Access Right.
2.6. For the purposes of this Agreement, if you are an Eligible User with an active Evidence Hub account, you are a Registered Authorised User.
3. Responsibility for and Ownership of Your Data and Your Integrations
Your Data
3.1. As between you and us:
(a) if you are a Registered Authorised User, you own the Intellectual Property Rights in the content and data that you enter or upload into Evidence Hub that you do not make available for (Your Data);
(b) you agree that we may use Your Data for any purposes deemed necessary by us in order to operate and maintain Evidence Hub and as otherwise described in our Privacy Policy; and
(c) you agree that any other user of Evidence Hub may access Your Data included in respect of any analytic object that you make accessible on Evidence Hub and that all such users may also post comments in respect of, and download the source code for, all such analytic objects;
3.2. As a Registered Authorised User, you warrant, agree and represent that:
(a) you will only upload, input and transfer Your Data into the App or disclose Your Data to us, or permit us to collect Your Data, which you are fully entitled and authorised to upload, input, transfer and disclose to us;
(b) you license us on an irrevocable, non-exclusive, royalty-free, worldwide basis to access, use, host, transmit, store and disclose Your Data:
(i) as required by us to provide the functionality of Evidence Hub; and
(ii) in any other way, provided that Your Data is first de-identified,
and you warrant that our collection, use, storage, transmission, storage, disclosure and processing of Your Data in the course of doing so will not breach any applicable law or right of any person; and
(c) you license each other user of Piano who has access to any of Your Data (when you make Your Data available to the community or to that user), on an irrevocable, non-exclusive, royalty-free, worldwide basis to access, use, host, transmit, store and disclose such parts of Your Data:
(i) to use the functionality of Evidence Hub, including for the purposes of commenting on any of your analytic objects and downloading the source code in any such analytic objects, where such objects are made available by you in Evidence Hub; and for the purposes of using any tools (including Piano tools) that you upload into Evidence Hub using any software development kit (SDK); and
(ii) in any other way,
and you warrant that the collection, use, storage, transmission, storage, disclosure and processing of Your Data in the course of doing so will not breach any applicable law or right of any person.
3.3. If you are a Registered Authorised User, you are solely responsible for the accuracy, legality and quality of Your Data and for obtaining any consents, permissions, licenses, rights and authorisations necessary for us to access, use, host, transmit, store, disclose and otherwise process Your Data as permitted under the licence granted by you under clause 3.2(b) and for other Evidence Hub users to exercise the licence granted by you under clause 3.2(c).
3.4. You must indemnify:
(a) us in respect of any loss and damage that we incur in respect of any claim, proceeding, demand or allegation that the access, use, hosting, transmission, storage, disclosure or processing of Your Data by us as permitted under the licence granted by you under clause 3.2(b);
(b) any Evidence Hub user in respect of any loss and damage that we incur in respect of any claim, proceeding, demand or allegation that the access, use, hosting, transmission, storage, disclosure or processing of Your Data by them as permitted under the licence granted by you under clause 3.2(c)
infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.
Your Integrations
3.5. You may only integrate your software, platform, tools or application with Evidence Hub (Your Integration) subject to clauses 3.6 - 3.15 (inclusive).
3.6. We may:
(a) specify eligibility criteria that must be fulfilled before you carry out Your Integration in whole or in part; and
(b) from time to time, require you to demonstrate your integration process which may include you providing us with screenshots and other documentation explaining how you configure and operate Your Integration (Integration Plan).
3.7. We reserve the right to accept or reject any Integration Plan or Your Integration in our absolute discretion.
3.8. We may terminate this Agreement and your access to Evidence Hub without liability if you do not satisfy the eligibility criteria and/or we reject your Integration Plan and/or Your Integration.
3.9. You must ensure that Your Integration operates at all times in accordance with your Integration Plan and this Agreement.
3.10. We shall have no obligation to provide any technical support or other assistance in connection with Your Integration.
3.11. You hereby irrevocably release us from any claims that you may otherwise have, or have had, against us with respect to:
(a) any non-performance of Evidence Hub; and/or
(b) any loss, damage or corruption of any Licensed Data,
caused by Your Integration.
3.12. We have no obligation to promote, market or endorse Your Integration. You must not do anything that implies that we are affiliated with, or endorse, you or Your Integration with Evidence Hub without our consent.
3.13. Integrations may be performed via application programming interfaces (APIs) that we may make available or using our open source software called Hub Agent. Hub Agent is governed by the Apache 2.0 licence.
3.14. You acknowledge and agree that we may update Evidence Hub or Hub Agent from time to time, or any application programming interfaces (APIs) in our discretion. Any such updates may adversely impact Your Integration. You agree that any such adverse impacts are at your sole risk.
3.15. You are solely responsible for Your Integration.
4. Unavailability of and interruptions to Evidence Hub
4.1. We do not represent that Evidence Hub will operate uninterrupted or error-free.
4.2. The availability of the functionality in Evidence Hub to you will be subject, in addition to any other provisions set out in this Agreement, to any bandwidth limitations, database size limitations, throughput limitations and other technical and non-technical limitations or restrictions that we notify you of, and any planned and unplanned maintenance by us, our hosting providers or any third party service providers who provide functionality that Evidence Hub relies on.
4.3. You acknowledge that the accessibility and use of Evidence Hub and Your Data processed by us requires an Internet connection and is highly dependent on the proper function of the Internet and any other computer and telecommunications networks and infrastructure which Evidence Hub operates on, interfaces with and/or connects to and that we are not responsible for any non-performance of Evidence Hub associated with any of those matters.
4.4 Certain functionality in Evidence Hub is only available to users of:
(a) our software known as ‘Piano’; or
(b) other compatible handlers.
5. Intellectual Property Rights in Evidence Hub
5.1. This Agreement does not transfer or assign any Intellectual Property Rights to you.
5.2. As between you and us, except in respect of Your Data, we own all Intellectual Property Rights in Evidence Hub.
5.3. You have no rights in Evidence Hub or any in modification, adaptation, improvement or enhancement thereof, or in any derivative works created, other than the rights temporarily granted to you pursuant to the Access Right.
5.4. The Intellectual Property Rights in any comments that you may provide to us in connection with Evidence Hub, including any suggestions or requests for new features (each, an Improvement Suggestion) become our sole and exclusive property immediately upon you providing or disclosing the Improvement Suggestion to us, and you hereby assign all Intellectual Property Rights in Improvement Suggestions to us effective immediately when you provide or disclose them to us, pursuant to section 197 of the Copyright Act 1968 (Cth) (or any similar applicable law) and in equity. You consent to the infringement by us and any third party we authorise of all Moral Rights that you may have in any Improvement Suggestions.
5.5. You must not take any step to invalidate or prejudice our (or our licensors') Intellectual Property Rights in Evidence Hub. Without limiting the preceding provisions, you must not register any security interest on the Personal Property Securities Register established under the Personal Property Securities Act 2009 (Cth) (or any similar applicable law), or otherwise encumber or charge your rights in respect of Your Data or with respect to the rights granted to you by this Agreement.
5.6. You may not use Evidence Hub except as permitted by the Access Right. You may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our (or our licensors') Intellectual Property Rights in Evidence Hub. You must not, under any circumstances, sell or resell access to Evidence Hub or scrape, republish, mirror or otherwise rent, lend, lease, sell, redistribute, sublicense, copy or duplicate Evidence Hub. In addition, you must not, nor may you permit any person to:
(a) copy, alter, modify, adapt, reproduce, republish, frame, translate, reverse assemble, reverse engineer, reverse compile, transfer, sell, licence, create derivative works from or enhance Evidence Hub and/or any content in Evidence Hub (except any of Your Data) (except as expressly permitted by the Copyright Act 1968 (Cth) or any similar applicable law);
(b) do any act that would or might invalidate or be inconsistent with our Intellectual Property Rights or those of our licensors;
(c) use Evidence Hub in any way that infringes our rights or the rights of any third party;
(d) use Evidence Hub to create any product or service that competes with Evidence Hub; or
(e) take any steps to circumvent any technological protection measure or security measure in Evidence Hub.
5.7. You must not use Evidence Hub in any way that breaches this Agreement and/or any statute, regulation, law, or legal right of any person.
5.8. In this Agreement, “Intellectual Property Rights” means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the Convention Establishing the World Intellectual Property Organization, and all rights to enforce any of the preceding rights.
6. Acceptable Use Policy
6.1. The following use of Evidence Hub is strictly prohibited under this Agreement:
(a) using Evidence Hub for the benefit of any third party;
(b) using Evidence Hub to violate all or any legal rights of any person or company or other entity in any jurisdiction;
(c) using Evidence Hub to commit crimes such as theft and fraud or to make fraudulent offers of goods and/or services;
(d) using Evidence Hub in breach of any applicable laws, including any laws relating to the protection of copyrights, trade secrets, patents or other intellectual property, spam or privacy and whether such violation is by way of the installation or distribution of “pirated” software or otherwise;
(e) using Evidence Hub to introduce malicious programs into our network or servers (e.g., viruses, worms, Trojan horses, e-mailbombs);
(f) revealing your Evidence Hub account credentials to others or allowing the use of your Evidence Hub account by others;
(g) using another person's name or Evidence Hub account credentials or otherwise attempting to gain access to an Evidence Hub account of any other person;
(h) using Evidence Hub to carry out security breaches or disruptions of network communication. For the purposes of this paragraph, “security breaches” include, but are not limited to, network sniffing, pinged floods, denial of service and forging routing information for malicious purposes;
(i) using Evidence Hub to execute any form of network monitoring which will intercept data not intended for you;
(j) using Evidence Hub to circumvent user authentication or security of any of our hosts, networks or accounts or those of our customers or suppliers;
(k) using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person's use of Evidence Hub;
(l) using Evidence Hub to send unsolicited messages in breach of the Spam Act 2003 (Cth) or any similar applicable law; and
(m) using Evidence Hub in breach of any person's privacy (such as by way of identity theft or “phishing”).
7. Liability
7.1. A party to this Agreement is not liable to the other party for any breach of this Agreement to the extent that the breach is caused or contributed to by any act, event, omission, accident or circumstance beyond its reasonable control (Force Majeure Event).
7.2. To the extent possible by law, we do not represent that the information on Evidence Hub is accurate, correct, up-to-date or error-free or that Evidence Hub will operate on an uninterrupted or error-free basis.
7.3. Evidence Hub may come with non-excludable guarantees (Non-Excludable Guarantees) which are governed by Schedule 2 of the Competition and Consumer Act 2010 (Cth) (the Australian Consumer Law or ACL) and equivalent state and territory law or any similar law. The Non-Excludable Guarantees depend on whether you are a ‘consumer’ of goods or services within the meaning of that term pursuant to the Australian Consumer Law or other equivalent state and territory law, as amended.
7.4. Except in respect of any Non-Excludable Guarantees or other non-excludable applicable law, a party (the first party) is not liable to the other party for any indirect, special or consequential loss or damage incurred by the other party, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data, except to the extent caused by the first party's intentional breach of this Agreement.
7.5. Except in respect of any Non-Excludable Guarantees, to the maximum extent permitted by law (and if permitted by law), we will not have any liability to you for all or any loss or damage howsoever incurred in relation to your use of or inability to use Evidence Hub in excess of AU$100 (in the aggregate).
7.6. If the goods or services that we supply to you are subject to a Non-Excludable Guarantee and the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, then pursuant to section 64A of the ACL, we limit our liability for breach of any such Non-Excludable Guarantee (other than a guarantee implied by sections 51, 52 or 53 of the ACL) or expressly given by us to you, in respect of each of the goods and services, where it is fair and reasonable to do so, at our option, to one or more of the following, at our option:
(a) if the breach relates to goods: the replacement of the goods or the supply of equivalent goods and/or the repair of such goods; or
(b) if the breach relates to services: the supplying of the services again or the cost of re-supplying the services again.
8. Suspension and Termination of Access to Evidence Hub
8.1. We may suspend the functionality provided by Evidence Hub or any part of it at any time without notice for technical support purposes, in order to investigate any security breach or where reasonably necessary to protect our legitimate commercial interests.
8.2. We may terminate this Agreement and your access to Evidence Hub by notice to you if:
(a) a Force Majeure Event continues for 30 days that prevents us from making the functionality of Evidence Hub available to you;
(b) you breach any material term of this Agreement;
(c) you cease to be a Registered Authorised User; and/or
(d) we withdraw Evidence Hub, take it down or decide to operate Evidence Hub under a different commercial model.
8.3. Termination of this Agreement does not affect any of our or your accrued rights.
9. Notices
9.1. Any notice issued to you from us shall be in writing and sent to any postal, residential or email address that you notify us from time to time.
9.2. You may issue any notice to us by sending it to our registered office or by email to contact@evidentli.com.
9.3. Any notice issued via email is deemed to be delivered upon receipt by the sender of an electronic read receipt or delivery receipt or upon the sender's receipt of a reply to the email from the recipient.
9.4. We may send you emails or other electronic messages concerning this Agreement, your Evidence Hub account (if you are a Registered Authorised User) and/or Evidence Hub, from time to time.
10. Miscellaneous
10.1. Amendment: This Agreement may be amended by us at any time. If you are a Registered Authorised User we will notify you of the amendments (Amendment Notice). If you do not agree to the amendments, you can terminate your use of Evidence Hub by providing written notice to us within thirty (30) days from the date of the Amendment Notice.
10.2. Assignment: You may not assign or license your rights or novate or subcontract your obligations under this Agreement without our prior written consent. We may assign or license our rights or novate or subcontract our obligations under this Agreement at any time, subject to our Privacy Policy.
10.3. Survival: Any rights or obligations that, by their nature, survive termination of this Agreement shall so survive, including any provision dealing with Intellectual Property Rights, liability and jurisdiction.
10.4. Severability: If any part of this Agreement is deemed invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain enforceable.
10.5. Relationship: This Agreement does not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.
10.6. Entire agreement: This Agreement constitutes the entire agreement between you and us, and to the extent possible by law, supersedes all prior understandings, representations, arrangements and agreements between you and us, regarding its subject matter.
10.7. Jurisdiction: You and we agree that:
(a) this Agreement will be governed by and interpreted in accordance with the laws in force in New South Wales; and
(b) you and we irrevocably submit to the exclusive jurisdiction of the courts situated in New South Wales and any court of appeal from there with respect to any dispute or proceeding concerning this Agreement or Evidence Hub.
By using Evidence Hub, you confirm that you accept these Terms of Service as a legally binding contract between you and Evidentli Pty Ltd (ABN 33 626 225 947).