Effective: 21 April 2017 

Nectir Pty Ltd, ABN: 55 613 309 327

1. The who’s who

These User Terms of Service (the “User Terms”)  sets out how you access and use our online innovation management platform (the “Services”). We know it’s a lengthy read but please read them carefully and take the time to understand your rights, and ours. You may be accessing the system through an invite or access granted by an existing account (team or company) who has its own terms, these terms apply to you – and everyone that accesses the Services. 

2. The deal

These terms are legall binding – it’s a legal contract.

When you access or use the Service you agree to comply with this agreement which is a legally binding contract between you and us. If you access the Service, or continue accessing or using the Services after being notified of a change to the User Terms, you confirm that you have read, understand and agree to be bound by the User Terms. “We”, “our” and “us” currently refers to Nectir Pty Ltd.

3. The Customer and the User

You are a user who has been granted access to the Service by a Customer. The Customer is responsible to creating a team or company account (i.e. an account where a group of users may access the Services).  If, for example, you are joining one of your employer’s team account or a company account (they are set up in the same way), Customer is your employer. If you are joining a team account created by your friend using a personal email address to work on a project, your friend is our Customer and is authorising you to join their team. 

Customer terms and your terms

Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that allows Customer to create and setup a team or company (an “Account”) so that you and others could join (each invitee that has been granted access to the Services, including you, is an “Authorised User”). The Contract contains and agreement to deliver the Service to the Customer, who may then grant Authorised Users access by way of an invite or by configuring the system to allow you access through a valid email address. 

When an Authorised User (including, you) submits content or information to the Services, such as messages, ideas or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and controls over that Customer Data. This gives them the access rights to control content and user access and privileges, including but not limited to editing content or suspending users. 

Confidentiality and Intellectual Property

As an Authorised User you acknowledge that your right, responsibilities and ownership relating to content that you input is controlled by an agreement between yourself and Customer. For example if you are employed by Customer your employment agreement governs your respective rights to any and all Intellectual Property you share. 

The Relationship Between You, Customer and Us

As between us and Customer, you agree that it is solely Customer’s responsibility to (a) inform authorised users of any relevant Customer policies and practices and any settings that may impact the processing of Customer data; (b) obtain any rights, permissions or consents from Authorised Users that are necessary for the lawful use of Customer data and the operation of the services; and (c) respond to and resolve any dispute with an Authorise User relating to or based on Customer data, the services or Customer’s failure to fulfill these obligations. Nectir makes no representations or warranties of any kind, whether express or implied, to you relating to the services, which are provided to you on an “as is” and “ as available” basis. 

4. Acceptable Use of Nectir

We take fair, responsible usage seriously and have developed a code of use for acceptable and unacceptable conduct for our Service. If we believe that at any point there is a violation of this code we may suspend or termiante your access.  

You must:

  • keep passwords and account information confidential and responsibly protected,
  • comply with your employer’s confidentiality, and IP agreements with you,
  • comply with all applicable laws and government regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies, including, but not limited to, the U.S. Securities and Exchange Commission, and any rules of any national and other securities exchanges;
  • upload and disseminate only Customer Data to which Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;
  • use commercially reasonable efforts to prevent unauthorised access to or use of the Services;
  • monitor and control all activity conducted through your account in connection with the Services;
  • promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and
  • comply in all respects with all applicable terms of the third party applications, including any that Customer elects to integrate with the Services that you access or subscribe to in connection with the Services.

You must not:

  • permit any third party that is not an Authorised User to access or use a username or password for the Services;
  • share, transfer or otherwise provide access to an account designated for you to another person;
  • if you have been provided adimistrative right that gives you access to assigning access rights to others, will not provide access to individuals outside of Customer’s direct fiduciary authority without Customer’s consent. For example you must not provide access to Customer’s account to individuals who are not employed by Customer without Customer’s consent. 
  • use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else's trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
  • upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Nectir or any third party;
  • attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
  • attempt to gain unauthorised access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
  • access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
  • use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
  • impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Authorised User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
  • access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
  • send unsolicited communications, promotions or advertisements, or spam;
  • place any advertisements within a Nectir client;
  • send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
  • abuse referrals or promotions to get more credits than deserved;
  • use contact or other user information obtained from the Services (including email addresses) to contact Authorised Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorised Users for use outside of the Services; or
  • authorise, permit, enable, induce or encourage any third party to do any of the above.

5. Duration

You Are Here At the Pleasure of Customer (and Us)

These User Terms remain effective until Customer’s subscription license for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you wish to terminate your account, including due to a disagreement with any updates to these User Terms. 

6. Limitation of Liability

If we believe that there is a violation of the User Terms, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and remove what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk or harm to us, the Services, Authorise Users, or any third parties. In no event will you or we have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. Unless you are also a Customer (and without limitation to our rights and remedies under the contract), you will have no financial liability to us for a breach of these User Terms. Our maximum aggregate liability to you for any breach of the user terms is one hundred dollars ($100) in the aggregate. The foregoing disclaimers will not apply to the extent prohibited by applicable law and do not limit either party’s right to seek and obtain equitable relief. 

7. Survival

The sections titled “The Relationship Between You, Customer, and Us”, “Limitation of Liability”, and “Survival”, and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms. 

8. General Provisions

Nectir Messages

Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorise Users through the Services (e.g., a Nectirbot or notifications feature). Notices to Nectir should be sent to support@nectir.com.au, except for legal notices, which must be sent to legal@nectir.com.au. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement. 

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products. 

Modifications

As Nectir continuously evolves and innovated these User Terms may change. If we make material changes to the agreement we will provide you with reasonable notice prior to the change taking effect either through email or within the Service. To access the latest version of this agreement you can access this page.

Any changes in our User Terms will come into effect on the date we publish the change. If you use the Service after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

 

Waiver

No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver. 

Severability

If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect. 

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. 

Governing Law

The Contract, and any disputes arising out of or related hereto, will be governed by the laws of the Western Australia and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorise Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding. 

Contacting Nectir

Please also feel free to contact us if you have any questions about Nectir’s User Terms of Service. You may contact us at support@nectir.com.au.