What you must do. You must: Standards of performance. Act in an honest, faithful, diligent, competent and professional manner in the performance of your obligations under this Agreement;Promotions. Ensure that where you are running any lottery or game of chance you are properly licensed to do so;Supply own Connections and equipment. Supply (at your cost) all Connections, tools, equipment and materials necessary to access and use the Service; Right to offer additional services. Prior to approaching any third party service provider to provide any services that we, or our partners may from time to time provide (including the Services), offer to us the opportunity to provide those services to you. In addition, should you obtain a quote to provide any additional services, you will offer us the opportunity to match that quote. Comply with Laws. Comply with all applicable Laws including applicable data protection, privacy and export Laws.
What you must not do. In using the Service, you must not: reproduce, make available online or transmit (electronically or otherwise), publish, adapt, create derivative works from, distribute or redistribute, transfer, broadcast, display, sell, license, perform, link, display or exploit in any other way and in any medium any part of the Service except through the functionality offered by the Service;alter or modify any part of the Service;breach any laws and regulations, or use the Service for any purpose that is unlawful or in breach of this Agreement;attempt to "hack", decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Service. This includes "phishing", “mining”, accessing "hidden" URLs, attempting to trigger remote code for the purpose of accessing data or material you would not otherwise have access to;upload, post, email, otherwise transmit, or post links to any advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; knowingly transmit any virus, corrupt files or any other software or function that may damage the operation of the Service or other disabling feature to the Service, or is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of any part of the Service;use or launch any automated system, including "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content;access Content through any technology or means or other functionality of the Service from time to time;interfere with or inhibit other users from enjoying or using the Service;Unless expressly agreed with us, use the Service for any commercial purposes including selling access to the Service, selling any Content, selling advertising, sponsorships, or promotions placed on or within the Service or Content.Take your own precautions. You must take your own precautions to ensure that your process for accessing the Service does not expose you to risk of viruses, malicious computer code or other forms of interference which may damage your computer system. User Content must not infringe third party rights. Notwithstanding clause 8.2 (Your responsibilities regarding intellectual property), you must ensure that you are entitled to use and upload the User Content to the Service and that the User Content that you upload to the Service does not infringe any third party Intellectual Property Rights. Third Party Sites. The Service may contain links to third party sites. We have not reviewed these websites and cannot vouch for the content on their pages. We are not responsible for the condition or content of those sites. You access those sites solely at your own risk. The links are provided solely for your convenience and do not indicate, expressly or impliedly, an endorsement, sponsorship or approval by us of the sites or the content of such sites.Supported browsers. You acknowledge and agree that the Service is supported on the following browsers only. In addition, you agree that we may update this list from time to time by notice in writing to you:
Desktop BrowsersMobile BrowsersChrome: Latest version (minus 2)Safari: Latest version (minus 2)Firefox: Latest version (minus 2)Internet Explorer: Not supportedInternet Connection: Broadband Chrome: Latest version (minus 2)IOS Safari: Latest version (minus 2)Internet Connection: Minimum 3G
Notification of New Feature. We will notify you if a New Feature becomes available, the timetable for implementation and any increase to the Fees. Increase in Fees. Subject to you agreeing in writing to any increase in the Fees, the licence will extend to the New Feature on and from the date the Fee (including any applicable increase) is paid by you, or such other date as may be agreed in writing by the parties.Promotional ActivitiesPortfolio. If we wish to: (a) name the you in any case studies, (b) name you in connection with specific use cases, or (c) quote individuals who are commenting on our use cases, we must obtain your written consent. Subject to the foregoing, we and our related bodies corporate may refer to you for the purpose of publicising the products and services offered by us or our related bodies corporate from time to time, provided that: (d) any reference is strictly factual in nature and does not, either directly or by implication, create any impression that you endorse us, our related bodies corporate; and (e) we and our related bodies corporate must cease making, and use reasonable endeavours to retract or take-down, such references upon any reasonable request by you to do so.FeesConsideration and Fee. In consideration of us granting the licence in clause 3.1 (Our Licence to you) to you, and the obligations set out in this Agreement, you will pay the Fee to us in accordance with this clause 7 (Fees).Changes in Fees. Where this is a fixed term contract, the parties may agree in writing to a change in Fees. Where this is a month-to-month contract, we may vary the Fees from time to time by notice in writing to you through the Service, by email or by any other means. By continuing to use the Service after the effective date of such variation, you agree to be bound by the new Fee. Other services. Where you request, and we agree, to provide certain other services from time to time. In consideration of the provision of any other services, you will pay us any fees that are agreed in addition to the Fees set out for the License. Set-off. We may set-off against, or deduct from any payment to you under this Agreement any amount which you may be liable to pay to us from time to time.Effect of non-payment: Without prejudice to any other rights or remedies we may have, if you fail to pay any sum payable under this Agreement on the due date, we may immediately suspend access to the Service. Disputed invoices. If you disagree with the calculations in any invoice issued by us, you must notify us within 7 (seven) days of the date of the invoice and such dispute will be resolved in accordance with clause 14 (Dispute Resolution).Refunds. Once a Fee is paid, it is not refundable. Fees exclude GST and sales tax. Unless specified otherwise, the Fee does not include GST or sales tax. GST or sales tax (as applicable) will be added to the Fee. Intellectual PropertyOwnership of Intellectual Property Rights in Data (except Activation Data) and anonymised and interpreted Data. You acknowledge and agree that:the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including copyright, Campaignware owns all right, title and interest in and to (i) the Service, including all Intellectual Property Rights in the software, including Activation Data (which, as contemplated in clause 8.2 (Intellectual property shared with you), is shared by you); (ii) all Intellectual Property Rights in any anonymised Activation Data generated or otherwise collected or processed through the Service, and the processes and algorithms applied to interpret such data and (ii) all Intellectual Property Rights contained in any benchmark measurements generated from the interpretation of or processing of Activation Data, which the parties further acknowledge Benchmark has expended significant effort and resources to anonymise and interpret such data.Intellectual property owned by you. Subject to clause 8.1 (Ownership of Intellectual Property Rights in Data (except Activation Data) and anonymised and interpreted Data), as between you and us, Campaignware shares Intellectual Property Rights in any User Content and Activation Data provided you have paid the Fees applicable to the campaign or activation. Exceptions to this may occur if you opt for a Custom License Agreement with Campaignware in which you can retain Intellectual Property Rights for a fee.Intellectual property created by us. You acknowledge and agree that we own all Intellectual Property Rights in anything created by us for Use in the Service (including New Features), regardless of whether it was requested by you. You agree that, as a result, we can use such Intellectual Property Rights in any further developments, upgrades or as otherwise determined by us.Your responsibilities regarding intellectual property. You agree that you will not, and will not allow any third party to, (i) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Service, (ii) use the Service to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iii) remove, obscure, or alter our or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Service. Any reproduction or redistribution of any part of the Service is prohibited and may result in civil and criminal penalties. In addition, you must not copy the Content to any other server, location or support for publication, reproduction or distribution is expressly prohibited.Possible Infringement. You must:notify us immediately upon becoming aware of any direct or indirect infringement of any of our Intellectual Property Rights or claims by a third party that use of any of the intellectual property contained within the Service infringes the rights of a third party, anddo all things reasonably necessary, at our cost, to assist us to prevent any prohibited or otherwise unauthorised access to or use of our Intellectual Property Rights.Your name and marks. You authorise us to use and reproduce your name and trade marks (including logos) for publicity and marketing purposes.TerminationTermination without notice. Either Party may, by providing written notice of its intention to do so, terminate this Agreement with immediate effect if the other Party: Breach of Agreement. Or its Associates commits a serious or persistent breach of any term of this Agreement and, in the case of you, includes:if any amounts owing to us remain unpaid after they have become payable (subject to clause 7.6 (Disputed invoices));breaching clause 4.4 (What you must do);breaching clause 4.5 (What you must not do);breaching clause 12 (Confidentiality)breaching clause 13.2 (Privacy – Essential terms),and the defaulting Party fails to rectify the breach (where rectification is possible) to the reasonable satisfaction of the non-defaulting Party within 10 (ten) Business Days of the date of a notice setting out details of the breach;Detrimental acts. Or its Associates commits any act or series of acts materially detrimental to the interests of the other Party including conduct which may injure the reputation of the terminating Party’s business;Cessation of business. Ceases to carry on its business in the usual manner or ceases to hold required statutory licences; orInsolvency Event. Suffers an Insolvency Event.Termination by you. Where this is a month-to-month agreement, you may terminate this Agreement by giving us 14 days’ prior written notice.What happens on termination. Upon termination of this Agreement:Stop use of Service. You must immediately stop using the Service; Pay outstanding Fees. All monies owed to us must be paid in accordance with the applicable tax invoice (subject to clause 7.6 (Disputed invoices);Removal of Content. If your account is terminated, all Content associated with your account will be deleted after ninety (90) days. Liability and Indemnity No liability. To the full extent permitted by law, we, our related bodies corporate and our Associates expressly disclaim any and all liability in connection with: (a) any advice or information provided by us; (b) personal injury or property damage, of any nature whatsoever; (c) any unauthorised access to or use of our servers and/or any Personal Information stored therein; (d) any alteration, amendment, interruption, rescheduling, modification or cessation of all or any part of the Service; (e) all Content and any other information contained in any part of the Service and the removal or suspension of any Content or any other information; (f) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Service; (g) any Loss of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Service; and (h) any direct, indirect, incidental or punitive damages, including loss of profits, goodwill or intangible losses, loss of data, interruption of business or damage (including consequential, special or incidental damage), in each case, arising from access to or use of any part of the Service (including any advice or information obtained from any advisors) whether or not caused by any negligent act or omission or resulting from any delay in removing or failure to remove Content or users from the Service after receiving a request for removal even if we knew or should have known of the possibility of such Loss and whether damages are claimed in contract, tort (including negligence) or statute. Indemnity. You indemnify and hold us harmless in respect of any and all claims, Loss of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of or in any way connected to any: (a) act or thing done by us in good faith and purportedly pursuant to a right granted to us under this Agreement; (b) breach by you of any provision of this Agreement; (c) any willful, unlawful or negligent act or omission by you; (d) your Use of the Service; or (e) any claims made by a third party in respect of a breach of their Intellectual Property Rights including in relation to any User Content uploaded by you. Campaignware’s liability. You hereby irrevocably release us and waive all claims which you may have in the future against us, in respect of any action, claim or remedy whatsoever in any way attributable to your Use of the Services. We are not liable to any users. Our total liability in connection with this Agreement, whether based upon indemnity, warranty, contract, statute or tort (including negligence) will not exceed the total aggregate Fees received by us from you in the 12-month period immediately prior to the date of the event giving rise to the claim.No liability for consequential loss. Neither party will be liable to the other for any loss of profit, loss of revenue, loss of business opportunities, loss of reputation or goodwill or any indirect or consequential loss arising in connection with this Agreement.Terms subject to law. This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If any law prohibits the exclusion of such warranties, conditions or obligations, we limit our liability to the extent permitted by law, to the re-supply of the Service.Warranties