USER TERMS OF SERVICE
Last Updated: May 2020
These Terms of Service (“Terms“) are a legally binding agreement. The Terms govern both your use of Supplier’s Website and/or Application and your access to and use of Supplier’s Subscription Service via the Website, in each case as defined below.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE.
BY ACCESSING THIS WEBSITE (“CASEMANAGER.BIZ”), OR BY INSTALLING, DOWNLOADING, ACCESSING OR USING THE APPLICATION OR THE SUBSCRIPTION SERVICE, YOU:
(I) AGREE TO THE TERMS ON BEHALF OF CHAMELEON SOFTWARE PTY LTD (“SUPPLIER”) CUSTOMER WITH WHICH YOU ARE EMPLOYED, AFFILIATED OR ASSOCIATED (“CUSTOMER”);
(II) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO BIND THAT CUSTOMER TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE CUSTOMER. IN THAT EVENT, “YOU” AND “YOUR” REFER HEREIN TO THAT CUSTOMER; AND
(III) REPRESENT AND WARRANT THAT YOU ARE A PERMITTED USER OF REQUIRED OR LEGAL AGE BETWEEN CUSTOMER AND SUPPLIER.
IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND THE CUSTOMER, ARE NOT A PERMITTED OR LEGAL USER, OR DO NOT AGREE TO THESE TERMS, DO NOT CLICK ON THE “I ACCEPT” OR SIMILAR BUTTON AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE USE THE APPLICATION, OR THE SUBSCRIPTION SERVICES, AND CANCEL THE LOADING OF THE APPLICATION.
1. These Terms.
The terms “we”, “us”, “our” and “Chameleon” refers to Chameleon Software Pty Ltd. The term “Site” or “Website” refers to “casemanager.biz” and/or all online sites connected with Chameleon Software. “Website Material” refers to all materials associated with “casemanager.biz”. The terms “user,” “you” “your” and “yours” refers to site visitors, customers and any and all other users of the site (individually and collectively “Users”).
2. The Website and Eligible Mobile Devices or Computers.
A. Your Mobile Device or Computer. The Website Material is made available to You by Supplier through “casemanager.biz”, for use on an eligible mobile device or Computer of Yours that complies with these Terms and is owned or controlled by You (“Your Mobile Device or Computer“). Without limitation, Supplier does not endorse Your Mobile Device or Computer and provides no representations, warranties or conditions regarding Your Mobile Device or Computer.
B. Eligible Mobile Devices or Computer. You understand and acknowledge that the Website is intended for use only on mobile devices or Computers (each, an “Eligible Mobile Device or Computer”): (i) using the Android or iOS operating systems, or such other devices or operating systems as may be approved by Google or Apple, in each case as determined by Google or Apple in their sole discretion; (ii). or operating systems that have not been modified or customized in any way (including “jailbroken”, “rooted”, “bootleg unlocked”) by anyone other than the original equipment manufacturer (or original licensor of the operating system software, as applicable), an authorized distributor or reseller thereof, the applicable telecommunication provider or anyone else acting with the permission or on behalf of any of the foregoing.
3. Eligibility and Log-In Methods.
A. Must be a Permitted or Legal User. In order to use the Website, and to access and use the Service, you must be a Permitted and Legal User.
B. Login Methods. Your username and password (“Login Methods”) used to access and use the Subscription Services are for your personal use only as a Permitted or Legal User. You are responsible for the confidentiality and security of, and for any action taken under, your Login Methods. Supplier is not obligated to inquire as to the authority or propriety of any use of, or action taken under, your Login Methods.
4. Website and Service Access; Restrictions.
A. Website Material License. Subject to these Terms, as a Permitted or Legal User, you are hereby granted a limited, royalty free, revocable, non-exclusive, non-transferable, non-sublicensable, right to use the Website Material (images, photos, captions) on Your Mobile Device or Computer, so long as it is an Eligible Mobile Device or Computer. Images, photos and captions supplied as part of the Subscription Service are able to be used by You for the purposes of social media content, email marketing and on Your website. All intellectual property and ownership rights remain solely with the Supplier. Website Material such as other content, educational material or information supplied as part of the Subscription Service cannot be reproduced or used by You. For certainty, the Website Material is licensed to you not sold.
B. Subscription Services. Subject to these Terms, Supplier may make the Subscription Services available to you, as a Permitted or Legal User, for access and use via the Website. Such access and use are made available on a limited, revocable, non-exclusive, non-transferable and non-sublicensable basis.
CUSTOMER acknowledges that the Subscription Services are on a limited and free-trial basis until such point where they expire.
D. Order Confirmation and Payment Details. N/A
E. Cancellations, Refunds and Returns. As the Subscription Services are on a limited and free-trial basis to the CUSTOMER, the SUPPLIER reserves the right to cancel the Subscription Services at any time.
5. Restrictions.
A. Restrictions re: Website Material. Your right to use the Website Material is limited to the license grant above, and you may not otherwise copy, display, disable, distribute, perform, publish, modify, transfer, create works from the Website Material. You are prohibited from making a copy of the Website Material on a network where it could be used by multiple users. Except to the extent permitted under applicable law, you may not decompile, disassemble, or reverse engineer the Website or the Website Material, or any component thereof, by any means whatsoever. You are prohibited from making the Website Material available over a network where it could be downloaded by multiple users. Your right to use the Website and Website Material is also predicated on your compliance with any applicable terms of agreements you may have with third parties when using the Website or Website Material.
B. Restrictions re: Subscription Services. You may only access and use the Subscription Services only for evaluation of the Subscription Services. You will not: resell, copy, frame or mirror any part or content of the Subscription Services; make the Subscription Services available for timesharing or service bureau purposes; or otherwise provide access to the Subscription Services to any third party, except as such third-party access is expressly agreed to between the parties. You will not, subject to any non-waivable rights Customer may enjoy under applicable law, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services; interfere with or disrupt the integrity or performance of the Subscription Services or third party data contained therein; attempt to gain unauthorized access to the Subscription Services or its related systems or networks; modify, translate, or create derivative works based on the Subscription Services; or remove any proprietary notices or labels.
C. Your Data. You have sole and exclusive responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of any data, including digital files and unstructured content objects, entered or submitted by you by means of the Subscription Service (“Your Data”). You will not send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that is harmful to children, violates third party privacy or intellectual property rights, includes malicious code, or that will interfere with the integrity of the Subscription Services or the Website.
D. Reservation of Rights. Except as expressly licensed herein, Supplier reserves all right, title and interest in the Website, Website Material and the Subscription Services, and all associated copyrights, trademarks, and other intellectual property rights therein. You may not remove, alter, or obscure any trademarks or logos, or any product identification, copyright, or other intellectual property or legal notices, on or in the Website, Website Material or the Subscription Services. You may not modify or alter the operation, function, or other aspects of the Website, Website Material or the Subscription Services. All rights not expressly granted herein are reserved by Supplier.
E. Access. You must provide at your own expense the equipment, Internet connections or devices and/or service plans to access and use the Website, Website Material and Subscription Services. Supplier does not guarantee that the Website, Website Material or Subscription Services can be accessed on all devices or wireless service plans. Supplier does not guarantee that the Website, Website Material or Subscription Services are available in all geographic locations. You acknowledge that when you use the Website, Website Material or Subscription Services, your wireless carrier may charge you fees for data, messaging and/or other wireless access. Check with your carrier to see if there are any such fees that apply to you. If you are using the Website, Website Material or Subscription Services outside of an area with Wi-Fi, you should remember that your terms of agreement with your mobile network provider will still apply. As a result, you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing the Website, Website Material or Subscription Services, or other third-party charges. In using the Website, Website Material or Subscription Services, you are accepting responsibility for any such charges, including roaming data charges if you use the Website, Website Material or Subscription Services outside of your home territory (i.e. region or country) without turning off data roaming. If you are not the bill payer for the device on which you are using the Website, Website Material or Subscription Services, please be aware that Supplier assumes that you have received permission from the bill payer for using the Website, Website Material or Subscription Services. As between you and Supplier, YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU INCUR TO ACCESS THIS WEBSITE, WEBSITE MATERIAL OR SUBSCRIPTION SERVICES FROM YOUR MOBILE DEVICE OR COMPUTER.
6. Privacy.
In order to operate and make the Subscription Services available, Supplier collects, uses and discloses certain personal information and non-personal information about you. Supplier collects, uses, discloses and protects that information as described in Supplier’s Privacy Policy at https://www.casemanager.biz/privacy/ and which is hereby incorporated into and forms a part of these Terms. Your privacy is important to Supplier and Supplier’s Privacy Policy explains how Supplier collects, uses, discloses and protects your personal information. You agree to the transfer, storage and processing of your personal information as described in this section.
7. Ownership.
A. Customer Data. As between you, Supplier and Customer, Customer owns all right, title and interest in and to Your Data.
B. Subscription Services and Website. At all times Supplier will own all intellectual property rights (including copyright) in and to (i) the Subscription Services and the Website; (ii) any software (other than any Third Party Components (as defined below)) to which access may be provided by means of the Subscription Services or the Website; (iii) all upgrades, updates enhancements and modifications to the Subscription Services or Website; and (iv) any software, applications, inventions or other technology developed in connection with the Subscription Services or Website.
8. Third Party Components.
In order to properly utilize the Subscription Services, you agree it may require use of certain third-party components (“Third Party Components”). You acknowledge and agree that Supplier will have no responsibility for the implementation or operation of such Third Party Components.
9. Your Input.
Supplier shall have and hereby is granted a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Subscription Services, Website Material or Website any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation or functionality of the Subscription Services, Website Material or Website (collectively, “Your Input”). Supplier has no obligation to incorporate Customer Input into the Subscription Services, Website Material or Website. You have no obligation to provide Customer Input.
10. Termination.
These Terms are effective until terminated by either Customer or Supplier. Further, your rights under these Terms will terminate immediately and automatically without any notice from Supplier if you fail to comply with any of the terms and conditions of these Terms or third party restricts, prevents or ceases to authorize the use of the Website and/or Website Material on Your Mobile Device, Computer or over your network. Promptly upon termination, you must cease all use of the Website and destroy all copies of the Website Material in your possession or control. Termination will not limit any of Supplier’s other rights or remedies at law or in equity.
11. Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) THE SUBSCRIPTION SERVICES AND WEBSITE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE AND ACCESS IS AT YOUR SOLE RISK; AND (II) AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY AND CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPPLIER MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE, NONINFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, FREEDOM FROM ERROR OR THAT THE SUBSCRIPTION SERVICES OR WEBSITE WILL MEET ALL OF YOUR REQUIREMENTS. SUPPLIER MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE, HARDWARE OR SERVICES PROVIDED IN CONNECTION WITH THE SUBSCRIPTION SERVICES OR WEBSITE, INCLUDING ANY THIRD PARTY COMPONENT. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN OR ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. IN THAT EVENT, SUCH WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS ARE LIMITED IN DURATION TO THE WARRANTY PERIOD TO THE EXTENT LEGALLY PERMISSIBLE.
12. Limitation of Liability.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLIER BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE OR WEBSITE MATERIAL, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
13. Limitation of Liability and Disclaimer of Warranties are Material Terms of this Terms.
You acknowledge and agree that the provisions in these Terms that limit liability are essential terms of these Terms.
14. Notices.
These Terms of Use are not assignable, delegable, sublicensable or otherwise transferable by you. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent.
15. Governing Law.
The laws of the State of New South Wales in Australia will apply to any question of interpretation regarding these Terms, any question of the existence of these Terms, or a lawsuit arising out of or in connection with these Terms, and which courts have jurisdiction over any such lawsuit. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules and to the jurisdiction of the applicable courts above.
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