Effective: 21 April 2017
Nectir Pty Ltd, ABN: 55 613 309 327
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.
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.
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.
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 not:
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.
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.
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.
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 firstname.lastname@example.org, except for legal notices, which must be sent to email@example.com. 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.
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.
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.
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.
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.
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.
Please also feel free to contact us if you have any questions about Nectir’s User Terms of Service. You may contact us at firstname.lastname@example.org.