Subscription Terms of Service
HuddleIQ supplies software under licence through various platforms including at our website located on huddleiq.com and when available as a software application for download from the iTunes Store or the Google Play Store (collectively, our “Site“).
Our software comprises an online whiteboard for real-time meetings, collaboration, education and presentations (the “HuddleBoard® Software“).
If you do not accept these Terms, please do not access or use our HuddleBoard® Software.
We may update these Terms from time to time. Any changes to these Terms will be effective upon posting to our Site and operate as a condition of your continued use of our HuddleBoard® Software.
Any reference herein to “HuddleIQ”, “we”, “our”, or “us” means HuddleIQ Pty Ltd (ACN 603 891 989) (‘HuddleIQ‘). Any reference to “you” or “your” or “User” means you, as a user of the HuddleBoard® Software.
Licence Grant and Restrictions
A single paid User license for one Subscription Plan is registered to one designated User only and may be associated with one email address at any one time for a given Account during the term of the license.
Your Subscription Plan comes with an article-based User guide on our Site. For the nominated Subscription Plans there will be available a ticket-based support service together with feedback forms. Please refer to the FAQs, tutorials and user guide pages that are published on our Site and updated from time to time (together, “Help Guides“).
These rights are personal to the User, non-transferable and limited by and subject to these Terms. Users shall have no right to distribute, reproduce, sell, supply, modify, copy or sub-license the HuddleBoard® Software or make available the HuddleBoard® Software to any third-party to commercialize.
User agrees to :
- Only use the HuddleBoard® Software for the purpose for which it was created.
- Not commercialise, reverse engineer, disassemble, decompile, modify, sell, sub-licence or reproduce the HuddleBoard® Software, create derivative works based on the HuddleBoard® Software, or otherwise attempt to gain access to the HuddleBoard® Software method of operation or source code.
- Not introduce any virus, worms, logic bombs or other malicious software or technically harmful data or otherwise attempt to or modify or interfere with the HuddleBoard® Software.
- Not remove, disable, modify, add to or tamper with any program code or data, copyright, trade mark or other proprietary notices contained on the HuddleBoard® Software.
User must not :
- Share the license, or any part of the HuddleBoard® Software.
- Attempt to gain access to its method of operation or source code.
- Permit the use, copying or installation of the HuddleBoard® Software on more than one computer or for multiple persons unless HuddleIQ has licensed a multi-user licence to User.
- Use the HuddleBoard® Software in any way that could damage the reputation of HuddleIQ or the goodwill or other rights associated with the HuddleBoard® Software.
- Introduce any computer code or routine that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial or service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, time bombs and any new types of programmed threats; or
- Rebrand and redistribute the HuddleBoard® Software.
HuddleIQ will process refunds in accordance with the Australian Consumer Law. HuddleIQ will facilitate a refund for HuddleBoard® Software defects or if HuddleIQ is unable to facilitate the completion of the HuddleBoard® Software or otherwise where HuddleIQ determines, in our absolute discretion, it is reasonable to do so.
HuddleIQ will fix bugs and errors and will provide but is not obliged to supply updates (“Updates“) for the HuddleBoard® Software as these become available from time to time. These Terms apply in all respects to the Updates to the extent that it is incorporated in or replaces the HuddleBoard® Software. HuddleIQ gives no warranty, guarantee or representation that the HuddleBoard® Software will be free of viruses, bugs or errors or that the use of the HuddleBoard® Software will continue uninterrupted. User is responsible for its own acts and omissions including any that cause or contribute to any defects in the functionality of the HuddleBoard® Software. HuddleIQ will not be responsible for failure of the HuddleBoard® Software due to malfunction of third-party software not provided by HuddleIQ, the malfunction of hardware, User’s negligence or fault, or User’s failure to follow instructions in the Help Guides, material changes in the operating environment not authorised by HuddleIQ, modifications or changes in the HuddleBoard® Software not made or suggested by HuddleIQ or User’s failure to implement and maintain a proper and adequate backup and recovery system for the HuddleBoard® Software and User’s Data.
Data and Personal Information
- New, unique, original or non-identifiable,
- Aggregate or raw or statistical relating to usage, analyses and results of the Services,
- For the purpose of optimising delivery, commercialisation and performance of HuddleIQ’s products and services, and
- Samples and prototypes, conclusions, techniques, know how, methods, and undocumented findings generated in the usual course of business of the HuddleIQ.
Users acknowledge that they are entirely responsible for all activities that occur in relation to their access and use of the HuddleBoard® Software. HuddleIQ will not be liable for any Loss or damage from failure of Users to maintain the security of their systems.
Copyright and Intellectual Property
Users acknowledges that ownership of the Intellectual Property Rights in the HuddleBoard® Software is the property of or licensed by HuddleIQ or vests on creation in HuddleIQ. User must not reproduce all or any portion of the HuddleBoard® Software or otherwise create derivative works of the HuddleBoard® Software. Unless otherwise indicated, all rights (including copyright) in the HuddleBoard® Software (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled by HuddleIQ or any related entities. User must not alter, remove, or obscure any copyright, trade secret, patent, trade mark, logo, proprietary or other legal notice on the HuddleBoard® Software
Warranties and Representations
HuddleIQ warrants that it is the owner of or authorised to commercialise the Intellectual Property Rights in the HuddleBoard® Software. Except as expressly provided herein no other warranty, condition, undertaking or term express or implied, statutory or otherwise is given and all such warranties, conditions, undertakings and terms are insofar as the Law allows are excluded. No warranty of any kind whether express or implied is made in relation to the accuracy of the copyright material or any information displayed or produced by the HuddleBoard® Software. HuddleIQ does not warrant that the HuddleBoard® Software will be error-free, uninterrupted or free of bugs or viruses. It is User’s sole responsibility to determine that the HuddleBoard® Software or any part of these meet the needs of User or are otherwise suitable for the purpose for which they are purchased. HuddleIQ excludes from these Terms all other warranties, conditions and terms implied by law except for any, the exclusion of which would contravene any law. This clause survives the termination or expiry of these Terms.
Use of the HuddleBoard® Software is at User’s own risk. Everything on the HuddleBoard® Software and any related products and services are provided to User without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of HuddleIQ make any express or implied representation or warranty about the HuddleBoard® Software. This includes (but is not restricted to) loss or damage User might suffer as a result of any of the following:
- Failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of Data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records.
- The accuracy, suitability or currency of any information on the HuddleBoard® Software (including third party material and advertisements on the HuddleBoard® Software, if any); and
- Costs incurred as a result of User using the HuddleBoard® Software, or any other related products or services of HuddleIQ.
It is Users’ sole responsibility to determine that the HuddleBoard® Software meet the needs of Users or are otherwise suitable for the purpose for which they are purchased or used. To the extent permitted by Law, HuddleIQ is not responsible for and disclaims all Liability for lost, missing, or corrupted Data no matter how caused.
Limitation of Liability
To the extent permissible at law, HuddleIQ is not liable for any indirect, punitive, incidental, special, consequential damages including without limitation any Claims, Losses, Liability, loss of data, loss of profits, revenue, business or goodwill arising out of or in any way connected with the provision of or failure to provide the HuddleBoard® Software under these Terms. Except as provided in these Terms, HuddleIQ excludes all representations and warranties relating to the subject matter of these Terms. These Terms are to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible HuddleIQ limits its Liability for any Claims relating to these Terms as follows, at our option:
- for any claims relating to our services to the fees payable under a relevant agreement or other supply arrangement for the preceding one (1) month
- in the case of products including any digital products :
- The replacement of the products or the supply of equivalent products
- The repair of the products
- The payment of the cost of replacing the products or of acquiring equivalent products or
- The payment of having the products repaired
- In the case of services, the supply of the services again or the payment of the cost of having the services supplied again.
User indemnifies and releases HuddleIQ against any Claims, Liability or Loss, demands, proceedings, damages, cost, expense or liability brought against or sustained by HuddleIQ, which is directly or indirectly caused by:
- The User’s breach of these Terms
- The User’s misuse of the HuddleBoard® Software including any infringement of any third-party Intellectual Property Rights.
- Any negligent or wrongful act or omission of the User or any of its officers, employees or agents in relation to the performance of its obligations under these Terms.
- Acts or omissions arising out of User’s use of the HuddleBoard® Software including the transmission of any unauthorised or illegal Data.
- Any breach of any third-party rights, including in respect of any Claim that infringes Intellectual Property Rights.
User expressly acknowledges that HuddleIQ does not have any control over the User’s use of the HuddleBoard® Software and will at all times indemnify and keep indemnified HuddleIQ from and against all Loss, damage, cost, charge, expense (whether in contract or in tort) or suffered by HuddleIQ either directly or indirectly, as a result of the User’s use of the HuddleBoard® Software. The indemnitor’s obligations pursuant to this clause includes retention and payment of legal fees and payment of court costs, as well as settlement at the indemnitor’s expense and payment of judgments. This clause survives the termination or expiry of these Terms for whatever reason.
If a dispute arises out of or relates to the Terms as between HuddleIQ and a User, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought):
A party shall not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a Dispute unless it has complied with this clause.
A party claiming that a Dispute has arisen shall notify each other party to the Dispute giving details of the Dispute.
Initial period – efforts to resolve Dispute
During the 30-day period after a notice is given (or longer period agreed in writing by the Parties to the Dispute) (Initial Period) each party to the Dispute (Disputant) covenants with the other to cooperate and take all reasonable steps necessary to attempt to resolve the Dispute.
If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute shall be referred for mediation, at the request of any Disputant, to:
- A mediator agreed on by the Disputants; or
- If the Disputants are unable to agree on a mediator within seven days after the end of the Initial Period, then the Parties must submit the dispute for mediation through the Chair of Resolution Institute (ACN 008 651 232) or the Chair’s designated representative and the Resolution Institute Mediation Rules shall apply to the mediation.
Role of mediator
The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing.
Any information or Documentation disclosed by a Disputant under this clause shall be kept confidential and may not be used except to attempt to resolve the Dispute.
Costs of mediation
Each Disputant shall pay its own costs of complying with this clause. The Disputants shall pay equally the costs of any mediator engaged.
Location, timing and attendance
The mediation will be held in Cairns, Australia, within 30 days after expiry of the Initial Period. Each Disputant agrees to attend the mediation by a representative having full authority to resolve the dispute. At the mediation each Disputant may be represented by one or more legal representative.
Failure to resolve
If the dispute fails to resolve at mediation or if one of the Disputants fails or refuses to attend the mediation, the mediator will be requested to inform each Disputant in writing that the mediation has been terminated without resolution (Mediation Termination Notice). Upon receipt of Mediation Termination Notice, the dispute resolution process will be terminated. A party to a dispute will only be entitled to pursue other remedies available to it at law or otherwise, after receipt of Mediation Termination Notice.
All communications concerning negotiations made by the Disputants arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable law of evidence.
Your feedback is important to us. HuddleIQ welcomes and encourages you to provide feedback, reviews, comments and suggestions for improvements to the HuddleBoard® Software, or any other products or services of HuddleIQ (“Feedback”). You may submit Feedback by contacting us using our email address here firstname.lastname@example.org
No waiver of rights under these Terms or any of our policy, or agreement between us and a User’s shall constitute a subsequent waiver of this or any other right. Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of any future right of enforcement of that right or provision.
Users agrees that we may assign, transfer, sub-contract or otherwise deal with our rights or obligations under these Terms.
If any provision or part of a provision of these Terms is found to be invalid, unenforceable or in conflict with the law, that part or provision is to be replaced with a provision which, as far as possible, accomplishes the original purpose of that provision otherwise it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions which will continue in full force and effect.
Law and Jurisdiction
These Terms are governed by and construed in accordance with Australian law. You irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland, Australia, and any court that may hear appeals from any of those courts for determining any dispute concerning these Terms and waive any right you may have to claim that those courts are an inconvenient forum.
HuddleIQ, its affiliates or subsidiaries, directors, officers, employees, agents, contributors and licensors are not liable for any changes or problems out of our control, for example changes or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
Definitions in these Terms
“Claim” includes any demand, claim, action, proceeding, Loss, damages, costs, expenses, requisition, objection, alleged right of indemnity incurred or suffered by, or brought or made or recovered against a matter, no matter how arising (whether or not presently ascertained) in the immediate future or contingent (whether criminal or civil, in contract, tort or otherwise).
“Data” means all data, material or files that the User inputs or processes through the HuddleBoard® Software.
“Intellectual Property Rights” means any intellectual property including all copyright, patents, trademarks, design rights, trade secrets, circuit layouts, rights in database and data rights, domain names, knowhow, trade secrets, procedures, technical designs, software and code and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
“Law” includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced in the relevant jurisdictions.
“Liability” means any debt, obligation, cost (including legal costs, deductibles or increased premiums), expense, Loss, damage, compensation, charge or liability of any kind, including those arising from third party Claims, those that are prospective or contingent and those the amount of which is not ascertained or ascertainable, and whether arising under breach of contract, in tort (including negligence), restitution, pursuant to statute or otherwise at law or in equity.
“Loss” means any cost, expense, loss, damage or Liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained or unascertained, actual, prospective or contingent, or any fine or penalty and includes legal costs.
“Personal Information” means information about an individual whose identity is apparent or can reasonably be ascertained from that information.
“User Data” means all data, works and materials (including without limitation text, communications, information, messages, comments, photographs, images, audio material, video material, audio-visual material, scripts, software and files) that processes or transmits through the HuddleIQ Software.
How to Contact Us
You can contact us at email@example.com
©2020 HuddleIQ Pty Ltd. All Rights Reserved.
Terms last updated 4 June 2019.