Terms of Service
2. Acceptable use
You must not, and you must ensure that your personnel do not:
agree to, and must not authorise or encourage any third party, whether knowingly or unknowingly, to:
use the applications to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, worms, Trojan horses or other disruptive software element or is otherwise objectionable as reasonably determined by Atlasopen;
use the applications to upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;
prevent other users from using the applications;
use the applications to invade the personal privacy of others or other users;
use the applications for any fraudulent, unlawful or inappropriate purpose; or
copy, reproduce, modify, disassemble, reverse compile or otherwise seek to obtain the source code of any aspect of the applications.
If you become aware of any security breach, you must inform Atlasopen immediately.
You are responsible for your conduct and data related the applications. You must only use the applications for its intended purpose. You warrant that you have all rights, licenses, authorisations and contents required to use the applications, including without limitation in respect of your data. You agree to indemnify and hold harmless Atlasopen, it’s directors, officers, agents, suppliers and employees from any and all loss, cost, liability, and expense arising from or related to your data or use by you or your employees, contractors, agents of the Service or violation of these Terms of Service.
Comply with our directions, restrictions and use of the applications, including where necessary, any instructions to remove data from the applications.
We cannot and do not promise continuous or error-free access to the applications or any linked site, or third party services or materials facilitated by the applications. However, we will use our reasonable endeavours to minimise the occurrence and duration of any outages, downtime (for planned maintenance or otherwise) or other causes of inaccessibility of the applications.
You acknowledge that the applications are dependant on third-party services including but not limited to
email and SMS services;
application and website services to enable certain application functionalities;
You agree that Atlasopen is not responsible for or liable for in any way interruptions to the availability of the applications due to third party services or information contained on linked third party websites.
You must ensure that all your personnel who have access to the applications are authorised by you to do so and are using the applications only in accordance with these Terms.
You acknowledge and agree that Atlasopen neither endorses the content of any data or information uploaded by you to the applications, nor assumes responsibility for such content. You are solely responsible and liable for your conduct, your data and your information and content uploaded to the applications. You agree to indemnify and keep indemnified Atlasopen from any loss, cost liability, and expense howsoever arising from or related to your data, information, content or your use of Atlasopen.
You acknowledge and agree that you may be restricted from accessing the applications if, in Atlasopen’s reasonable opinion, you are in breach of any of these Terms.
Atlasopen reserves the right to cancel or refuse to offer the applications to anyone at any time at its sole and absolute discretion in addition to any other remedy that may be available to Atlasopen under contract or at law.
You acknowledge that the applications is not a secure data storage facility for primary information that you wish to retain. Atlasopen reserves the right to delete content stored by you at any time without notice, and this may directly affect your use of the applications. Atlasopen must endeavour to act reasonably in exercising these rights, but if you wish to keep your content perpetually, you should take other measures to ensure safe and secure storage of your content.
You acknowledge that, Atlasopen may reserve the right to limit the amount of data stored in your application instance and you will be advised of this limitation. Data stored on the application instance is in accordance with industry standards.
3. No Warranties
The applications are provided on an “AS-IS, AS-AVAILABLE” basis. Atlasopen does not warrant that the use of the applications will be uninterrupted or that the applications will be error-free or that defects in it will be corrected. Use of the applications and uploads to and downloads from the applications are at your own risk.
To the maximum extent permitted by law, Atlasopen does not make any express or implied warranties, representations or endorsements whatsoever (including, without limitation, the implied warranties of merchantability or fitness for a particular purpose) with regard to the applications, and will not be liable for any cost or damage arising either directly or indirectly from your use of the applications.
In no event will Atlasopen, its members, managers, officers, employees, agents or its assigns be liable for:
any incidental, consequential or indirect damages (including, but not limited to, damages for loss of life, personal injury, loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the applications, or any information provided on or downloaded from the applications, even if Atlasopen or its authorised representatives have been advised of the possibility of such damages; or
any claim attributable to errors, omissions or other inaccuracies contained on the applications.
4. Intellectual property
You acknowledge that Atlasopen retains all Intellectual Property including all rights, titles and interests in and to do with the Applications and Services, including without limitation all intellectual property rights, and such rights Protected by law.
You own and retain all rights (including Intellectual Property) in and to any data you upload and transmit via the application
Any Intellectual Property developed or created by Atlasopen under or in connection with this Terms of Service or Software Agreement, changes, additions or improvements to the Applications immediately and directly vests in Atlasopen upon its creation and forms part of its Intellectual Property unless otherwise agreed in writing between the parties. You acknowledge and agree that you have no ownership rights, title or interest in or to the Atlasopen Intellectual Property.
You grant Atlasopen a non-transferable, non-exclusive and royalty free licence to;
store and otherwise use, copy or modify any content, data or material provided by you to Atlasopen for the purpose of providing you with our application services and enabling you and your users to access and use the applications and services; and
use your logos or other branding information or media (in any form) for the purpose of promoting or marketing the applications
Atlasopen does not claim any ownership in any of the content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit or store in your website, or other account.
Atlasopen will not use any of your content for any purpose other than to provide you with the applications and for such other purposes as authorised by you from time-to-time.
Atlasopen marks and other trademarks and/or service marks (including logos and designs) whether registered or not, that identify Atlasopen and the goods and/or services provided by Atlasopen may not be used under any circumstances without the prior written consent of Atlasopen. Such marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written consent of Atlasopen.
6. Dispute resolution
Any dispute between the parties in connection with these Terms (Dispute) must be attempted to be resolved by the following procedure (Mediation) before a party may commence any Court proceedings in connection with the Dispute:
either party may start a Mediation by serving a notice to that effect on the other party (Mediation Notice);
the Mediation Notice must state that a dispute has arisen and identify what is in dispute;
the parties must jointly appoint a mediator within fourteen (14) days of the service of the Mediation Notice, failing which a mediator is to be appointed by the then CEO of the Law Society of New South Wales on the application of either party (in either case, the person so appointed is now called the Mediator);
the parties must observe the instructions of the Mediator about the conduct of the Mediation; and
if the Dispute is not resolved within fourteen (14) days after the Mediator has been appointed, or any other time which the parties agree to in writing, the Mediation ceases.
The parties must bear and pay an equal share of the Mediator's costs
If the Dispute is resolved via the Mediation, the parties must sign a note or memorandum recording the terms of that resolution, which will become final and binding on them.
The Mediation procedure will be confidential to the extent that:
written statements prepared for the Mediator or for a party; and
any discussion between the parties and between each of them and the Mediator during the Mediation, cannot be used in any subsequent proceedings in connection with the Dispute.
If the parties are unable to resolve the Dispute via the Mediation, either of them may refer the Dispute to a Court having the appropriate jurisdiction.
The previous five (5) subclauses are not intended to prevent a party from commencing Court proceedings seeking urgent injunctive relief.
7. Other Terms
These Terms and the PP constitutes a contract made under and shall be governed by and construed in accordance with the laws of Australia and the State of Victoria. Additionally, these Terms and the PP constitute the entire agreement between you and Atlasopen regarding the use of the applications, superseding any prior agreements.
If any provision of these Terms is prohibited, invalid or unenforceable in any jurisdiction, that provision may be severed to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of these Terms.
BY USING OUR APPLICATIONS, YOU ACKNOWLEDGE THAT:
YOU HAVE READ AND REVIEWED THESE TERMS IN THEIR ENTIRETY;
YOU AGREE TO BE BOUND BY THESE TERMS;
THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THESE TERMS ON BEHALF OF YOU; AND
BY SO CLICKING, THESE TERMS CONSTITUTE BINDING AND ENFORCEABLE OBLIGATIONS OF YOU.