TERMS OF SERVICE
     
INTRODUCTION
 
UnTapMe is a corporate knowledge and learning platform, designed and developed to assist organisations develop, share and retain corporate information and collaborate on learning and development. UnTapMe uses a system of rated questions and answers to create a searchable, scalable and highly customised corporate knowledge repository.

1         DEFINITIONS

1.1        The following terms are used regularly throughout these Terms of Service and have a particular meaning:
(a)            ABN means Australian Business Number.
(b)            Administrator means any User authorised to administer UnTapMe on behalf of the Customer.
(c)            Agreement means these Terms of Service.
(d)            Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business.
(e)            Company means UnTapMe Pty Ltd ABN15 606 946 641.
(f)             Community Standards means the rules for the questions and answers posted to UnTapMe, at the minimum level set by UnTapMe and as modified    and extended by the Customer from time-to-time, as provided for in clause 3.
(g)            Confidential Information means any written or verbal information that:
i                 A party informs the other party that it considers it confidential and/or proprietary;
ii                A party would reasonably consider to be confidential in the circumstances; and
iii               Is personal information within the meaning of the Privacy Act
     but does not include information that a party can establish:
iv              Was in the public domain at the time it was given to that party;
v               Became part of the public domain, without that party’s involvement in any way, after being given to the party;
vi              Was in party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
vii             Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
(h)             Customer means the organisation that subscribes to use UnTapMe on the terms of this Agreement.
(i)              Customer Data means all questions, answers, comments, upvotes, profiles and other information input to UnTapMe by Users.
(j)              General Conditions means the terms and conditions set out in the section of this Agreement entitled “General Conditions”.
(k)             GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(l)              Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;
(m)           Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.
(n)            Moral Rights means:
i                 Moral rights pursuant to the Copyright Act 1968 (Cth);
ii                Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).
(o)            Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at http://www.untapme.com/privacy
(p)            Privacy Act means the Privacy Act 1989 (Cth).
(q)            Subscription means the Customer’s license to use UnTapMe as set out in clause 2.1.
(r)             Subscription Fees means the fees applicable for the Subscription.
(s)             Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(t)             UnTapMe means the “UnTapMe” online corporate knowledge platform accessible to Users via the Customer’s deployment of untapme.com.
(u)            User means any registered user of UnTapMe.

1.2        The following rules apply unless the context requires otherwise:
(a)            Headings are only for convenience and do not affect interpretation.
(b)            The singular includes the plural and the opposite also applies.
(c)             If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
(d)            A reference to a clause refers to clauses in this Agreement.
(e)            A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
(f)              Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
(g)            A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
(h)            A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
(i)              A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

2         UNTAPME SUBSCRIPTION & USE

2.1        Subscription
(a)            The Customer subscribes for, and the Company grants the Customer, a license to access, and for its Users to use, UnTapMe, on the terms of this Agreement.
(b)            The number of Users authorised to access UnTapMe shall be determined by the level of Subscription (and payment of applicable Subscription Fees) made by the Customer from time-to-time (as agreed and/or advertised by the Company).

2.2        User Access
(a)            UnTapMe shall be accessible to Users authorised by the Company, subject to the Customer’s ongoing Subscription.
(b)            As per the level of Subscription taken up by the Customer, the Company shall authorise one or more Users to be a Moderator and/or Administrator, and agrees that the Administrator can authorise Users to access UnTapMe.
(c)             To use UnTapMe, the User agrees to the terms of:
i                 This Agreement;
ii                The Privacy Policy; and
iii               Any Community Standards imposed by the Company and/or the Customer.
(d)            The User must immediately cease to use UnTapMe if the User can no longer agree or adhere to clause (c).
(e)            The User agrees to use UnTapMe in accordance with any instructions provided by the Company, within UnTapMe and/or on UnTapMe.com.

2.3        Features & Users
(a)            UnTapMe primarily enables a User to:
i                 Post questions for answer by other Users;
ii                Post answers to questions posed by other Users;
iii               Comment on answers posted by other Users;
iv              Upvote questions and answers;
v               Share posted questions or answers with other Users
vi              Upload files and URL links as part of a question, answer or comment
vii             Communicate (by private message) with other Users; and
viii            Maintain a profile of the User’s information.
(b)            In addition to (a), an Administrator shall be able to:
i                 Configure UnTapMe for the requirements of the Customer;
ii                Authorise, deauthorise and manage Users; and
iii               Increase or decrease the Customer’s Subscription.
(c)             In addition to (b), a Moderator shall be able to:
i                 Check posts that have been flagged as potentially inappropriate and hide these posts; and
ii                Edit any question or answer.
(d)            For clarity, it is the primary responsibility of the Customer to moderate use of UnTapMe.

2.4        Support
(a)            The Company shall provide the support services in the manner published on UnTapMe.com and/or notified in writing to the Customer from time-to-time.
(b)            The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.

3         COMMUNITY STANDARDS

3.1        UnTapMe Standards
(a)            The User agrees that it shall only use UnTapMe for legal purposes and shall not use it to engage any conduct that is racist, sexist, harassment unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
(b)            The Customer agrees that the Company may, in its discretion, cancel the licence granted under this Agreement to any User that materially breaches clause (a).

3.2        Customer Standards
(a)            The Customer may also set additional standards of use for its Users of UnTapMe, and may publish these within UnTapMe.

4         PAYING FOR UNTAPME

4.1        Fees
(a)            The Subscription Fee to use UnTapMe shall be the fees published on UnTapMe.com and/or notified in writing to the User from time-to-time.
(b)            Unless agreed otherwise in writing, the Customer agrees to provide a credit card through UnTapMe, which will be charged monthly or annually in advance for the Subscription Fee.
(c)             The Company reserves the right to introduce or change any Fees from time-to-time by giving the Customer no less than 14 days’ written notice. Any new or changed Fees will commence at the next billing period after the User has been given such notice.
(d)            If a Customer does not accept a change to any Fees, then it can simply terminate its use of UnTapMe.
(e)            UnTapMe may provide credits, free access or other incentives to some or all of its customers from time-to-time in its absolute discretion.

4.2        Currency.
All Fees are quoted in US dollars however transactions may be processed in an equivalent foreign currency (such as Australian dollars or British pounds).

4.3        GST.
For Customers in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Customer with a Tax Invoice for any payments.

4.4        Refunds.
No refunds of Fees are offered other than as required by law, unless determined otherwise in the Company’s absolute discretion.

4.5        Late Payment.
(a)            If the Customer does not pay the full Fees as required, the Company may suspend the User’s access to UnTapMe.
(b)            If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the Customer’s account in UnTapMe without further notice and terminate this Agreement on immediate written notice.

4.6        The Customer agrees that the Company shall not be responsible or liable in any way for:
(a)            Interruptions to the availability of UnTapMe in the event of 3.5(a);
(b)            Loss of Customer Data in the event of 3.5(b).

5          CUSTOMER DATA

5.1         The Company agrees to treat all Customer Data as Confidential Information under this Agreement, however the Customer agrees that the Company is not responsible for the maintaining the confidentiality of any Customer Data by Users.

5.2         The Company accepts no liability for the content of Customer Data.

5.3         Each User is responsible for the accuracy, quality and legality of any content uploaded by the User, and the User’s acquisition of it, and the users that create, access and/or use Customer Data.

5.4         The Company shall not access, use, modify or otherwise deal with Customer Data except where required by compulsion of law or upon the User’s authority (such as to provide support for UnTapMe).

5.5         The Company reserves the right to prevent the publication of any Customer Data in UnTapMe where the Company has formed the reasonable opinion that doing so would be a breach of any third-party Intellectual Property Rights, or would breach the Community Rules.

6         GENERAL CONDITIONS

6.1        Licence
(a)            The licence granted to the Customer and User under this Agreement is limited, non-exclusive, and revocable.
(b)            The Company may issue the licence to the Company and/or User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
(c)             The Company may revoke or suspend the Customer’s or User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User or any of its users.

6.2        Modification of Terms
(a)            The terms of this Agreement may be updated by the Company from time-to-time.
(b)            Where the Company modifies the terms, it will provide the Customer and User with written notice, and the Customer User will be required to accept the modified terms in order to continue using UnTapMe.

6.3        Software-as-a-Service
(a)            The User agrees and accepts that UnTapMe is:
i                 Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the Customer’s systems; and
ii                Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to UnTapMe is available to the Customer unless expressly agreed in writing.
(b)            As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter UnTapMe.
(c)             The Company shall not exercise its rights under clause (b) in a manner that would intentionally cause the Customer to lose access to Customer Data or fundamentally decrease the utility of UnTapMe to the Customer, other than in accordance with the terms of this Agreement.

6.4        Use & Availability
(a)            The User is solely responsible for the security of its username and password for access to UnTapMe. The User shall notify the Company (through UnTapMe) as soon as it becomes aware of any unauthorised access of its UnTapMe account.
(b)            The User agrees that it shall only use UnTapMe for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive, antisocial or in a way that is deemed unreasonable by the Company in its discretion.
(c)             The Customer agrees that the Company shall provide access to UnTapMe to the best of its abilities, however:
i                 Access to UnTapMe may be prevented by issues outside of its control; and
ii                It accepts no responsibility for ongoing access to UnTapMe.

6.5        Privacy
(a)            The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and users.
(b)            The Privacy Policy does not apply to how a Customer handles personal information.  It is the Customer’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.
(c)             The Company makes no warranty as to the suitability of UnTapMe in regards to the Customer’s privacy obligations at law or contract, and it is the Customer’s responsibility to determine whether UnTapMe is appropriate for the Customer’s circumstances.
(d)            UnTapMe may use cookies (a small tracking code in your browser) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

6.6        Data
(a)            Security.  The Company takes the security of UnTapMe and the privacy of its Users very seriously.  The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
(b)            Transmission.  The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the Customer to ensure that any transmission standards meet the Customer’s operating and legal requirements.
(c)             Storage. Data that is stored by the Company shall be stored according to accepted industry standards.
(d)            Backup.  The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific Customer Data from any period of time unless so stated in writing by the Company.

6.7        Intellectual Property
(a)            Trademarks. The Company has moral, unregistered and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
(b)            Third Party Intellectual Property.  The Company may use software and other proprietary systems and Intellectual Property (including open source systems) for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The User warrants that it shall not infringe on any third-party rights through the use of UnTapMe.
(c)             The UnTapMe Application.  The User agrees and accepts that UnTapMe is the Intellectual Property of the Company and the Customer and User further warrant that by using UnTapMe the Customer and/or User will not:
i                 Copy UnTapMe or the services that it provides for the Customer’s or User’s own commercial purposes; and
ii                Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in UnTapMe or any documentation associated with it.
(d)            Content.  All content (with the exception of Customer Data) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, aggregations, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to UnTapMe.

6.8       Disclaimer of Third Party Services & Information
(a)            The Customer acknowledges that UnTapMe has dependencies on third-party services, including but not limited to:
i                 Banks, credit card providers and/or Bpay;
ii                Telecommunications services;
iii               Hosting infrastructure services;
iv              Email services; and
v               Analytics services.
(b)            The Customer agrees that the Company shall not be responsible or liable in any way for:
i                 Interruptions to the availability of UnTapMe due to third-party services; or
ii                Information contained on any linked third party website.

6.9       Liability & Indemnity
(a)            The User agrees that it uses UnTapMe at its own risk.
(b)            The Customer acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
(c)             The Customer agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with any User’s use of or conduct in connection with UnTapMe, including any breach by a User of these Terms.
(d)            In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use UnTapMe, whether based on warranty, contract, tort, negligence, intellectual property, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.
(e)            Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified.  Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
i                 The re-supply of services or payment of the cost of re-supply of services; or
ii                The replacement or repair of goods or payment of the cost of replacement or repair.

6.10     Termination
(a)            The User may terminate this Agreement by giving the Company written notice (and or cancelling its account in UnTapMe).
(b)            The Company or the Customer may terminate this Agreement by giving the other party 28 days’ written notice.
(c)             Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
(d)            Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5.8, 5.11 and 5.12 survive termination of this Agreement.

6.11     Dispute Resolution
(a)            If any dispute arises between the the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
i                 Includes or is accompanied by full and detailed particulars of the Dispute; and
ii                Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
(b)            Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.
(c)             Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
(d)            Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
(e)            Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

6.12      Electronic Communication, Amendment & Assignment
(a)            The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
(b)            The Customer can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement.  the Company will notify the Customer of a change of details from time-to-time.
(c)             The Company will send the Customer and the User notices and other correspondence to the details that the Customer and User submits to the Company, or that the Customer or User notifies the Company of from time-to-time. It is the Customer’s and User’s responsibility to update contact details as they change.
(d)            A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(e)            Notices must be sent to the parties’ most recent known contact details.
(f)              The Customer and the User may not assign or otherwise create an interest in this Agreement without the written consent of the Company (which shall not be unreasonably withheld).
(g)            The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the Customer and/or User.

6.13     General
(a)            Special Conditions. The parties may agree to any special conditions to this Agreement in writing.
(b)            Prevalence. To the extent this Agreement is in conflict with, or inconsistent with, the terms of any other Agreement between the Company and the User, or any special conditions made under this Agreement, as relevant, the terms of those other agreements or special conditions shall prevail.
(c)             Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
(d)            Relationship.  The relationship of the parties to this Agreement does not form a joint venture or partnership.
(e)            Waiver.  No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
(f)             Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
(g)            Governing Law.  This Agreement is governed by the laws of Victoria, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
(h)            Severability.  Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

1 July 2016