These Terms of Service (“Terms”) govern your use of the web-based program management and collaboration platform and services (“Service”) provided by Empiraa Pty Ltd (ACN 646 967 893) (“Empiraa”, “we”, “our”, etc.). By accessing or using the Service, you agree to be bound by these Terms.
You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you and your Authorised Users (as defined below) are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service is and will be in compliance with any and all applicable laws. If you are an organization, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these terms (and in this case “you” and “your” refers to that organization).
Accounts and registration
To use the Service you must register an account. When you register an individual (single seat) account, you need to provide us with some information about yourself, such as your name, email address, payment details and other contact information. You warrant that the information you provide is accurate and that you will keep it accurate and up to date at all times. When you register an account, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and you accept responsibility for all activities that occur under your account. Account sharing is not permitted, nor are you permitted to transfer your account to any other person.
If you are an organisation and your register an enterprise (multi-seat) account that permits Authorised Users (as defined below), then you are also solely responsible for implementing appropriate safeguards to maintain the confidentiality of the user accounts assigned to your Authorised Users and you also accept responsibility for all activities that occur under the user accounts of your Authorised Users. Account sharing is not permitted. User accounts assigned to your Authorised Users may only be used by the nominated individuals, however you may cancel and re-assign user accounts to other individuals within your organization from time to time.
If you believe your account, or the account of any of your Authorised Users, is no longer secure, you must immediately notify us at firstname.lastname@example.org.
Fees and billing
The Service is offered on a subscription basis. When you register an account, you will be asked to select a subscription plan, including your preferred subscription period (monthly or annual) (“Subscription Period”) and, if you are an organization, the maximum number of individuals in your organization authorized to use the Service via your account (“Authorised Users”), subject to the applicable prices listed on the Service (“Subscription Fees”). We may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in our sole discretion provided that any price changes or changes to your subscription plan will apply no earlier than 30 days following notice to you.
By default, accounts are set to auto-renew and we may automatically charge you the applicable Subscription Fees for each Subscription Period when they become due, on a go-forward basis until the cancellation of your account. We will bill the periodic Subscription Fee to the payment method provided during account registration (or to a different payment method if you change your payment details). Your subscription plan will continue until you cancel your account or we terminate it. There are no refunds for cancellation, including for any unused time on a subscription if you cancel your account before the end of a Subscription Period.
If you require the use of a purchase order or purchase order number, you: (a) must provide the purchase order number at the time of purchase; and (b) agree that any terms and conditions on your purchase order will not apply and are null and void.
If your subscription plan permits Authorised Users, then you will need to nominate an administrator to manage your account (“Administrator”). The Administrator will be responsible for managing your account and for assigning user accounts/logins to Authorised Users. You remain responsible for all activity on the Service by your Administrator and your Authorised Users. These Terms apply to your Administrator and to your Authorised Users and any breach.
Free trials and free subscription plans
We may, from time to time, offer free trials for certain paid subscription types to allow you to try our service. We reserve the right to set eligibility requirements for free trials. At the end of your free trial period, we will charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior.
We may also offer free subscription plans from time to time. Our free subscription plans may have more limited functionality and/or no access to some features. If you have a free subscription plan then you may upgrade your account to a paid subscription plan at any time. However, you may not downgrade a paid subscription plan to a free subscription plan.
Service ownership and grant of licence
All intellectual property rights subsisting in the Service including all visual interfaces, graphics, design, compilation, information, data, computer code, software and all other elements of the Service (“Materials”) are owned by Empiraa or its licensors.
Subject to your ongoing compliance with these Terms, we grant you and your Authorised Users a revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the Service and Materials as permitted by the features of the Service.
Empiraa reserves all rights to the Service and Materials not expressly granted in these Terms.
Certain features of the Service permits you and your Authorised Users to post and store content the Service, including messages, templates, folders, data, text, photos, videos and other types of works (“User Content”) and to post and store User Content on the Service.
As between you and Empiraa, you retain any copyright and other proprietary rights that you may hold in any User Content that you post or store on the Service. You grant to us a limited licence to: (a) host, store, transfer, display, perform, reproduce and modify (for the purpose of formatting for display) your User Content during the term of your subscription for the purpose of providing the Service to you; and (b) use your User Content in an anonymized form during and after the term of your subscription for internal product development purposes, including to train and optimize the artificial intelligence and machine learning capabilities of the Service.
Empiraa disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and for the consequences of posting and storing your User Content on the Service. In accessing and using the Service, you warrant and represent that: (a) you have the necessary rights, consents and permissions to post and store your User Content; (b) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not (i) infringe or misappropriate the rights (including intellectual property rights) of any person; (ii) defame or breach the right of privacy or confidentiality of any person; (iii) cause Empiraa to breach any applicable laws; and (c) your User Content could not be deemed by a reasonable person to be indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate.
In using the Service, you must not (and you must ensure that your Authorised Users do not): (a) use the Service for any illegal purpose or in violation of any applicable laws; (b) change, modify, adapt, or alter the Service or change, modify, or alter another website so as to falsely imply that it is associated with the Service or with us; (c) interfere with any security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineer or otherwise attempt to discover the source code or any element of the Service except to the extent expressly permitted by applicable laws; or (d) interfere with the operation of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code; or (ii) interfering or disrupting any network, equipment or server connected to or used to provide the Service.
If you have an enterprise (multi-seat) account, then you may downgrade or upgrade your subscription plan (including by decreasing or increasing the number of Authorised Users) by emailing us at email@example.com, provided that downgrades will only take effect from the commencement of the next Subscription Period.
Enterprise (multi-seat) accounts cannot be downgraded to an individual (single seat) account.
You may cancel your account by emailing us at firstname.lastname@example.org. If you cancel your account, you will continue to be able to access and use the Service for the remainder of your paid Subscription Period.
If you cancel your account, we will: (a) continue to store your User Data for a period of 30 days (following which period your User Data will no longer be accessible through your account unless otherwise agreed); and (b) provide you with reasonable transition assistance, including facilitating the export of your User Data in agreed file formats.
Suspension and termination
We may suspend or terminate your account or cease providing you with access to the Service at any time without liability to you for any reason, including (without limitation) if we reasonably believe: (i) you have breached these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of our Services to you is no longer commercially viable.
We will make reasonable efforts to notify you using the contact details provided during your account registration. If we terminate your access to the Service, we will: (a) continue to store your User Data for a period of 30 days (following which period your User Data will no longer be accessible through your account unless otherwise agreed); and (b) provide you with reasonable transition assistance, including facilitating the export of your User Data in agreed file formats.
The service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Limitation of liability
To the maximum extent permitted by applicable law, in no event will Empiraa be liable for: (a) any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Service; or (b) any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service, your account or your User Content posted or stored on the Service.
To the maximum extent permitted by applicable law, Empiraa assumes no liability or responsibility for any (a) any unauthorized access to or use of personal information and/or confidential information comprised in your User Content; (b) any interruption or cessation of transmission to or from the Service; (c) any bugs, viruses, trojan horses, or the like that may be transmitted through the Service by any third party; and/or (d) loss or deletion of User Content. Notwithstanding the foregoing, in no event will Empiraa be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding your Subscription Fees paid for the Subscription Period in which the cause of action first arose or $100.00, whichever is greater.
You agree to defend, indemnify and hold harmless Empiraa from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses arising from: (i) your use of and access to the Service; (ii) any breach by you of these Terms; (iii) any infringement or misappropriation by you of any third-party right, including without limitation intellectual property rights or any right of privacy or confidentiality; (iv) any breach by you of any applicable law; (v) any claim or damage that arises as a result of your User Content or (vi) any other party’s access to and use of the Service with your unique username, password, or other appropriate security code.
In some states non-excludable warranties, guarantees or other rights may be implied or conferred by applicable laws (“non-excludable consumer guarantees”). The disclaimers, exclusions and limitations in these Terms do not exclude, restrict or modify non-excludable consumer guarantees.
Unless otherwise indicated on the Service, the Subscription Fees exclude GST and any other applicable consumption, sales or value added tax (“Sales Tax”). If a supply is made to you under or in connection with these Terms on which Sales Tax is imposed, the fee you must pay for that supply is increased by the Sales Tax amount. You are also responsible for paying any other taxes or levies associated with your user of the Service.
Changes to Terms
Empiraa may, from time to time, change these Terms. Changes will be effective immediately provided that, for existing users, material changes will (unless otherwise stated) be effective 30 days after we notify you.
The laws of Victoria, Australia govern these terms, and you submit to the jurisdiction of the courts there for the resolution of any dispute between us.
Version 1.0 Effective May 2022