Thank you for using the website https://www.responsight.com and its derivative sites (Sites). The Sites are owned, operated and maintained by ResponSight Pty Ltd ACN 604 637 578 of Level 19, 2 Southbank Boulevard, Southbank, Victoria, Australia (ResponSight or we or us).
These Terms were last updated on 03 September 2018.
- USE OF WEBSITE – YOUR OBLIGATIONS
Capacity. The Sites are only intended for individuals who can form legally binding contracts. By using the Sites you are representing and warranting that you are able to enter into contracts.
Your Systems. You are responsible for (a) obtaining, deploying and maintaining your internal website(s), servers and other equipment and software used in the conduct of your business, and all computer hardware, software, modems, routers and other communications equipment necessary for you and your users to access and use the Sites; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Sites via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms, we shall not be responsible for supplying any hardware, software or other equipment to you under these Terms.
Data. We will treat any material that is uploaded by you or your users in the course of use of the Sites (“Your Data”) as your property. The term “Your Data” includes text, data, photos, video, audio and anything else that you upload or transmit using the Sites. You grant us a non-exclusive, worldwide, royalty-free and irrevocable licence and right to collect, use, copy, store, transmit, modify and create derivative works of Your Data for the purpose of providing any Services to you, as required for benchmarking, analysis and the enhancement of the Sites and the Services and as otherwise permitted by these Terms. Your Data will be held in encrypted format at all times in the hosted servers to maintain confidentiality and ensure security of Your Data. You agree that we may disclose Your Data to our service providers and transmit Your Data to and from our service providers, and you agree that those service providers can also store and transmit Your Data, for purposes permitted by these Terms.
Data protection and use of third parties. You agree that your use of the Sites involves use of systems, networks and facilities that are not owned, controlled, managed or operated by us. The use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent our security measures and illegally gain access to the Sites, the Services and Your Data. We cannot and do not guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. ResponSight does not recommend or endorse the content or privacy practices of any third party sites which may be linked to or from the Sites. You acknowledge that you enter any third party sites at your own risk and that we are not responsible for third party sites and conduct.
Content Warning. Our Sites may display some content that is not ours. That content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review all content, so please keep that in mind.
Backups and retention. Although we use backup procedures in relation to our Sites and Services, we do not make any representation or warranty that these measures will be effective at all times. We recommend that you keep backups of any material that you upload. You acknowledge and agree that we have no obligation to retain Your Data.
Feedback and other data. If you provide us with any suggestions, questions, requests, comments or ideas in relation to the Sites (“Customer Feedback”), you agree that we may (but have no obligation to) use, exploit, reproduce and disclose that Customer Feedback (including any Intellectual Property Rights or other proprietary rights which may exist in that Customer Feedback) in any way whatsoever, without any restriction or any obligation to you, and without any obligation to pay you any royalty, fee or any other amount. If you choose to give us Customer Feedback, it will not be Your Data or your Confidential Information for the purposes of these Terms. We may compile statistical, usage and performance information related to the use of the Sites and Services, including the general characteristics of the material uploaded by you in the course of your use of the Sites. We may use that information and material to improve our products and services, as reasonably required for benchmarking and analysis, to create new products and services, and for marketing purposes. We will only use information and material that does not identify you for this purpose.
- INTELLECTUAL PROPERTY RIGHTS.
Exclusive property of ResponSight. You agree that any and all Intellectual Property Rights and other proprietary rights that subsist in or arise in connection with the Sites, anywhere in the world, are our exclusive property and your use of the Sites or access to any content in them does not give you related intellectual property rights. You have no right in or to the Sites apart from the rights expressly granted to you by these Terms and any rights granted by law which cannot be excluded by contract with you. We warrant to you that we have the right to grant the rights referred to in these Terms in the Territory.
IPR definition. In these Terms, Intellectual Property Rights means all rights in or to any patent, invention, copyright, work, database rights, registered design or other design right, utility model, trade mark (whether registered or not and including any rights in get up or trade dress), brand name, service mark, trade name, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights.
Limitation of Liability. We provide the Sites and our Services using reasonable commercial judgement. But there are certain things that we cannot promise about our Sites or Services:
- this Sites are provided by ResponSight on an “as is” basis without any express or implied warranty of any kind;
- ResponSight does not warrant that access to or use of this Sites or our Services will be uninterrupted or error free or free from errors or viruses, worms, trojan horses, time bomb, cancelbot or other harmful components;
- ResponSight does not warrant anything about the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or fitness for purpose of: our Services; any material on or accessible through the Sites; or the content, software, text, graphics, links, or communications provided on or through the use of the Sites or our Services;
- ResponSight may change any of the material on the Sites at any time without notice;
- ResponSight makes no commitment to update any material on the Sites and you are responsible for assessing the accuracy, reliability, suitability and accuracy of the material on or accessible through the Sites; and
- you accept all risks and responsibility for all loss, damage, costs and other consequences resulting from using the Sites and our Services or the material on or accessible through the Sites or through our Services.
Liability Cap. The liability of ResponSight, its officers, directors, employees, agents and related bodies corporate for a breach of any term, condition or warranty, including any economic or consequential loss which you may sustain, shall be limited, at the option of us, to (in the case of services) the supply of the services again, or the payment of having the services resupplied and (in the case of goods) the replacement or repair of the goods, the supply of equivalent goods, or the payment of the costs of replacing or repairing the goods or acquiring equivalent goods, noting that nothing in this limitation of liability shall exclude liabilities not permitted to be excluded by applicable law. Where the laws of any country or state in which these Terms are effective implies into these Terms any term, condition or warranty, and those laws avoid or prohibit provisions in a contract excluding or modifying them, then the term, condition or warranty shall be deemed to be included in these Terms.
No Consequential Loss Liability. In no event shall you or we have any liability to each other for any lost profits or revenues, loss of data, loss arising from interruption to business, loss of goodwill or for any indirect, special, incidental, consequential or punitive damages however caused, whether in contract, tort, misrepresentation or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.
General Disclaimer. Except as expressly provided herein, neither party makes any representations, warranties, conditions or guarantees of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied representations, warranties, conditions and guarantees including any representations, warranties, conditions or guarantees of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
Security Disclaimer and Warning. ResponsSight provides no warranty or guarantee that its Software will detect security breaches or prevent cyber security issues outright and ResponsSight Services should be one aspect of a broader cyber security governance and incident prevention policy implemented by users. ResponSight Services should not be seen as a replacement for such policies or for detailed and considered security protocols and cyber security training for users and their employees.
Force majeure. Neither party shall be responsible for failure or delay of performance of an obligation if caused by (i) an act of war, terror, hostility or sabotage, (ii) an act of God, flood, fire or earthquake, (iii) electrical, Internet, or telecommunication outage or any other problem that is not caused by the obligated party, (iv) government restrictions (including the denial or cancellation of any license), or any other event outside the reasonable control of the party with that obligation (“Force Majeure Events”). Each party will use reasonable efforts to mitigate the effect of a Force Majeure Event. If such event continues for more than thirty (30) days, either party may terminate the Term upon written notice.
Severability. If any provision of these Terms shall be deemed invalid, illegal, void or for any reason unenforceable, that provision shall be deemed to be severable and shall not affect the validity or enforceability of any other provision.
No waiver. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
Governing law. These Terms and the rights and obligations of the parties to and under these Terms shall be governed by and construed under the laws of the State of Victoria, Australia. The parties hereby consent to the exclusive jurisdiction and venue in the courts of the State of Victoria, Australia.
Miscellaneous. In these Terms, unless the contrary intention appears: (laws) a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re‑enactments or replacements; (person) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity; (singular, plural and gender) the singular includes the plural and vice versa, and a gender includes other genders; (headings) headings are for ease of reference only and do not affect interpretation; (executors, administrators, successors) a reference to a party is to either your or us (or both), and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes; (grammar) another grammatical form of a defined word or expression has a corresponding meaning; (meaning not limited) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; (time) a reference to time is a reference to time in Melbourne, Australia; (day) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; and (currency) unless stated otherwise, a reference to dollar or $ is to Australian currency.