Platform Services Description

Welcome to Communic8! Communic8 Group Pty Ltd (ABN 26 139 494 054) (“we,” “our,” or “us”) owns and provides the Platform.

We entered into a Software as a Service Agreement (“SaaS”) with your company, organisation, or entity so that you may use the Platform as our client (“Client,” “you,” or “your”).

The Platform Services Description (“Client Terms”) and the SaaS govern your use of our Platform. In case of any irreconcilable conflict between the two contracts, the SaaS will prevail.

The Client Terms, together with our User Terms of Service, Service Level Agreement, Privacy Policy, Cookie Policy, Acceptable Use Policy, Copyright and Trademark Policy, Security Policy,  and Browser/Mobile Support Policy form a legally binding agreement between you and us.

Please carefully read all our terms and policies because they affect your rights and obligations under the law. By using the Platform, you confirm that you understand and agree with the Client Terms and our applicable terms and policies. If you do not agree, you may not use the Platform.

We summarised the different sections below. However, the summaries are not legally binding and do not limit the Client Terms. They are only for convenience and do not substitute reading the entire contract.

1. Your Authorised Users and Permissions

You are responsible for the Account and Permissions of your Users.

To the extent provided in the SaaS , you may authorise your employees, franchisees, service providers, contractors, and other users (each, a “User”) to have accounts on the Platform (each, an “Account”).

You may also grant Administrative Permissions (“Permissions”) to certain Users so they may use the Console using their Accounts.

You may also grant or revoke access, enable or disable third-party integrations, manage permissions, retention and export settings, and transfer or assign Accounts.

You are responsible for your authorised Users. You agree that should a User breach any part of the User Terms of Service or Acceptable Use Policy, you will be together and separately liable with the User for the breach.

You will instruct your Users not to share or allow any other person to use their Accounts, usernames, and passwords. You are responsible for any use of their Accounts, whether or not they have allowed it. You will immediately notify us if you become aware of any unauthorised use of any Account, username, or password.

You will instruct your Users to read and understand the Client Terms, User Terms of Service, Privacy Policy, Cookie Policy, Acceptable Use Policy, Copyright and Trademark Policy, Security Policy, and Browser/Mobile Support Policy.

You are solely responsible for responding to and resolving any disputes with, among, and between your authorised Users relating to or based on their use of the Platform.

2. Client Content

Ownership

You own the content that your Users provide on the Platform.

“Client Content” includes, but is not limited to, campaigns, images, videos, documents, organis ations, names, codes, recipients, recipient groups, addresses, phone numbers, fax numbers, messages, training information, rosters, images, texts, and other content that you and your Users use, disclose, store, or submit into the Platform.

You own all Client Content. The SaaS provides you with various choices and controls over the Client Content. These choices may result in the access, use, disclosure, modification, or deletion of some or all Client Content.

Access to the Client Content is subject to the Client Terms and our applicable terms and policies, as well as payment of the applicable Fees and Charges.

Responsibilities

You are responsible for your Client Content.

You are responsible for the accuracy, legality, and quality, and for obtaining any permissions, licenses, rights, and authorisations necessary to use, store, transmit and disclose any Client Content on the Platform. You warrant that:

a) Your Users are fully entitled and authorised to upload, input, transfer, and disclose any Client Content on the Platform;

b) The use of any Client Content on the Platform will not violate any applicable law or right of any person; and

c) The collection, storage, and disclosure of any Client Content on the Platform will not violate any applicable law or right of any person.

You are solely responsible for:

a) Informing your Users of your relevant policies and practices and any settings that may impact the processing of any Client Content;

b) Obtaining any rights, permissions, or consents from your Users that are necessary for the lawful use of any Client Content on the Platform;

c) Ensuring that the transfer and processing of any Client Content is lawful and consistent with the SaaS and applicable laws; and

d) Responding to and resolving any dispute with, among, and between your Users relating to or based on the Client Content on the Platform, or your failure to fulfil these obligations.

You agree to indemnify us in respect of any loss and damage that we or any of our suppliers incur in respect of any claim that any of the Client Content is lost, unavailable, or corrupted, or the transmission, storage, disclosure, or access to any Client Content infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.

Except in respect of any Non-Excludable Guarantees, we are not responsible for any loss, corruption, or hacking of any Client Content.

License

You license us to use the Client Content within the Platform.

You grant us a royalty-free, worldwide license to display, host, copy, and use the Client Content solely to the extent necessary to provide the Platform and Services to you.

Hosting of Client Content

Client Content may be hosted outside Australia.

Unless we expressly agree in writing, we and/or our suppliers may host the Platform and Client Content on hardware or infrastructure located in or outside Australia. We may not own or operate the hardware and infrastructure upon which the Platform and Client Content are hosted.

If you want to request that your Client Content be hosted in a specific country or region where we have available data centres, please contact us.

3. End-User License Agreement

Grant of License

Provided that you have paid the applicable Fees described in the SaaS, we grant you a non-exclusive, non-transferable license to install, use, and display copies of the Platform for use by your Users during your Subscription Period (“License”). The License applies to updates and new versions of the Platform. The License applies whether you have received the Platform from us or a reseller.

Fees

The License granted is subject to the condition that the number of your Users accessing and using the Platform does not exceed the number of Licenses for which the necessary Fees have been paid.

Failure to pay Fees by the due date will result in the suspension or termination of the License.

Rights

You may use the Platform for the purpose of availing the Services.

You may use the Platform solely in its original form.

You may use the Platform solely as an end user. The Platform is for your own use and must not be used by others or for marketing or redistribution, whether alone or as a component of any other product.

Restrictions

You may not modify, adapt, translate, rent, lease, loan, sub-license, market, sell, distribute, transfer, or create any derivative work based upon any part of the Platform.

You may not decompile, reverse engineer, disassemble or otherwise reduce the Platform to a humanly perceivable form or attempt to derive the source code of the Platform or any part thereof.

Notwithstanding anything else contained in this contract, you may not use the Platform to enable, support, or otherwise facilitate or help you or a third party to develop any product, platform, or service competitive with the Platform or any of our other products and services.

Ownership

We are the sole and exclusive owner of the Platform. The Platform, including the code, logic and structure, contain valuable trade secrets that belong to us.  The License does not transfer or grant any ownership of the Platform to you or any person. We reserve all rights not expressly granted to you in this contract.

4. Data Processing Agreement

If we are your data processor under the GDPR, you may request a DPA.

If we will process personal data from the EEA, Switzerland, or the United Kingdom on your behalf, and you wish to execute a Data Processing Agreement (DPA) with us, as required by the General Data Protection Regulation (GDPR), you may submit a request for a DPA by sending us an email to support@communic8.com . Upon receipt of your request, we will send you a GDPR DPAready for execution.

5. Changes to these Terms

We may change and update this contract.

We may change and update the Client Terms from time to time. If we do, we will post the latest change date on this page. We will also notify you of the amendments in writing or via email (“Amendment Notice”).

By using the Platform after the change date, you confirm that you understand and agree to the amended Client Terms.

If you do not agree with any amendment on the ground that it is detrimental to you, you may cancel your subscription by sending us a written notice within seven (7) days from your receipt of the Amendment Notice. If you provide us with that notice, we will refund the Fees and Charges for the unexpired period when you have not used the Platform because of the cancellation.

6. Termination

We may stop your use of the Platform if you violate our agreements.

We may suspend or terminate your use of the Platform and/or cease providing you with all or part of the Services:

a) If you breach any material term or condition of the Client Terms; or

b) If you breach any material term or condition of the SaaS.

If you wish to terminate your Account for any reason, please contact us.

We may take down the Platform, in whole or in part, at any time without notice, where reasonably necessary to protect our legitimate commercial interests.

Any termination will not affect any accrued rights of any party. Any termination will not relieve any previously incurred obligation.

7. Notices

There are rules for sending and receiving notices under this contract.

Any notices pursuant to the Client Terms shall be in writing and sent by hand delivery, post, or email.

a) Any notice issued by hand shall be deemed delivered upon delivery.

b) Any notice issued by post shall be deemed delivered 3 Business Days after posting if posted domestically, or 10 Business Days after posting if posted internationally.

c) Any notice issued via email shall be deemed to be delivered upon receipt by the sender of an electronic read receipt or delivery receipt, or upon receipt of confirmation from the recipient that the recipient received the email.

“Business Day”means Monday to Friday, excluding public holidays in QLD (Queensland Australia).

“Business Hours” means 9:00 am – 5:00 pm on Business Days.

You may send us notices to our contact details.

We may send you notices to the contact information in your Account.

We may send you email or other electronic messages concerning your Account and the Platform from time to time.

8. Interpretation of this Contract

Headings do not affect the interpretation of the Client Terms.

The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the party preparing the contract, is waived by the parties.

Currency refers to Australian dollars.

A reference to a statute or regulation includes amendments thereto.

A reference to a clause, subclause, or paragraph is a reference to a clause, subclause, or paragraph of the Client Terms.

A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.

A reference to time is to time in QLD (Queensland, Australia).

A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.

The words "includes," "including," and similar expressions are not words of limitation.

9. General

Entire Agreement

Anything outside or not referred to in this contract is not part of our agreement.

The Client Terms and our terms and policies that are expressly referenced here constitute the entire agreement between you and us and, to the extent possible by law, supersede all prior understandings, representations, arrangements, and agreements between you and us regarding its subject matter.

Assignment

Without our consent, you may not transfer your right to use the Platform.

You may not assign, transfer, license, or novate your rights or obligations under the Client Terms without our prior written consent.

We may assign, transfer, license, or novate our rights or obligations under the Client Terms at any time, subject to our Privacy Policy.

Severability

If any part of this contract is not legally binding, the other parts remain valid.

If any part of the Client Terms is held invalid by a court of competent jurisdiction, the remainder shall remain enforceable.

Relationship

We are independent contracting entities.

The Client Terms and our applicable terms and policies do not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise between you and us.

Jurisdiction and Venue

The laws of Queensland, Australia apply.

The Client Terms will be interpreted in accordance with the laws of Queensland, Australia.

You and we irrevocably submit to the non-exclusive jurisdiction of the courts in Queensland, Australia.

10. Contact Us

Please contact us if you have questions about the Platform Services Description.

Communic8 Group Pty Ltd [ABN 26 139 494 054] expressly reserves all other rights not expressly granted to us in the Client Terms.