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Terms and Conditions

A
Written by Avid Admin
Updated over 5 months ago

Welcome to Avid PubSuite! We provide a cloud-based platform (Platform) where businesses can manage their branded content workflows end to end.

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Avid Collective Pty Ltd (ACN 166 884 340).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email [email protected].

These Terms were last updated on 17 October 2024.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

  • our privacy policy (in our PubSuite help center) which sets out how we will handle your personal information;

  • clause 1.3 (Variations) which sets out how we may amend these Terms;

  • clause 4 (Subscription) which sets out important information about your Subscription, including whether you can cancel your Subscription and whether your Subscription auto-renews;

  • clause 11 (Liability) which sets out exclusions and limitations to our liability under these Terms;

  • clause 4.4 (Reconciliation of Subscription Fee), which sets out that your Actual Spend may exceed the Forecasted Spend, which may result in additional charges; and

  • a minimum period may apply to your Subscription, during which, you will not be able to terminate these Terms for convenience, and if you do, you are liable to pay us a fee (see clause 12.7 (Early Termination Fees)).

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for leveraging certain goods or services on our Platform.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

  1. Engagement and Term

    1. These Terms apply from when you sign up for an Account for our Platform, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.

    2. You must be at least 18 years old to use our Platform.

    3. Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, and the amendment will materially and adversely affect your use of the Platform, you may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription:

      1. you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and

      2. if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

  2. Our Services

    1. Subject to your compliance with these Terms, we will provide you with access to our Platform

    2. Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

    3. Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

    4. We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.

    5. Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).

    6. Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections.

    7. Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 2.5.

3. Account

  1. To start using the Services, you must contact us via [[email protected]]. We may, at our sole discretion, allow you to create an Account in order to use the Platform. You must sign up for an Account in order to use the Platform.

  2. Setting up your Account and Implementation: You understand that we will charge a one-time onboarding fee for setting up your Account and onboarding you to the Platform (Onboarding Fee), and one-time integration fee (Integration Fee), as set out in the Schedule. We will provide you with a quote for the Onboarding Fees and Integration Fees prior to us providing such implementation services. You agree to make payment of the quote at the times and using the payment methods as set out in the quote.

  3. You may invite Authorised Users to access and use our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users you can have will be set out in your Account, on our Platform or otherwise in the Schedule.

  4. While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

    1. keep your information up-to-date (and ensure it remains true, accurate and complete);

    2. keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

    3. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

4. Subscriptions

  1. Once we have set up your Account on the Platform, you must choose a Subscription. The details of your Subscription are set out in the Schedule, including the Subscription Features, Subscription Fees and Subscription Periods. Any Minimum Periods shall also be as set out in the Schedule.

  2. Subscription Fees: During the Term, you will be billed for the Subscription Fees on a recurring basis, as set in the Schedule (Billing Cycle).

  3. Upgrades and Downgrades: Your Subscription can be upgraded or downgraded at any time through your Account. Any upgrades to your Subscription will take effect immediately (and you will be charged the difference between your current Subscription and your new Subscription on a pro-rata basis). Any downgrades to your Subscription will take effect from the beginning of the next Billing Cycle.

If we allow you to pay for any Fees via the Platform using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).

You must not pay, or attempt to pay, any Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.

Cancellation and Renewal: You may cancel your Subscription in accordance with the terms of the Schedule and these Terms. Your Subscription shall renew as set out in the Schedule.

Late Payments: If any Subscription Fees are not paid on time, we may:

  1. suspend your access our Services (including access to our Platform); and

  2. charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

  1. Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

Platform Credits

  1. Under your Subscription, we may allow you to purchase credits (Platform Credits) that can be used towards accessing or using certain tools or features within the Platform. The pricing for Platform Credits and the tools or features for which they can be used will be set out in your Account or on our Platform. We reserve the right to change the pricing of Platform Credits and the availability of tools or features at any time, but any such changes will not affect Platform Credits you have already purchased.

  2. Platform Credits are valid for 12 months from the date of purchase, unless otherwise specified at the time of purchase. Any unused Platform Credits will expire at the end of this period. Platform Credits are non-refundable and non-transferable, except as required by applicable law.

  3. When you choose to use a tool or feature that requires Platform Credits, the corresponding number of credits will be deducted from your account balance. If you do not have sufficient Platform Credits, you will be prompted to purchase additional credits before you can use the tool or feature.

  4. Subject to your Consumer Law Rights, if your Subscription is cancelled or terminated, any unused Platform Credits will be forfeited.

  5. You agree not to sell, trade, or attempt to transfer Platform Credits to any other user or account. Any such attempts may result in the forfeiture of your Platform Credits and termination of your Account. Platform Credits cannot be exchanged for cash.

  6. We reserve the right to add, modify, or remove tools and features available for use with Platform Credits. If a tool or feature is removed, we will make reasonable efforts to provide an alternative use for any Platform Credits specifically purchased for that tool or feature.


5. Amplification Services

  1. This clause is applicable where we agree to provide you with Amplification Services.

  2. SOWs: You may request for us to provide you with Amplification Services by contacting us via email or via the Platform. We may, at our discretion, provide you with written notice in the form of a statement of work, setting out (among other things) the scope of the Amplification Services requested and any further fee required for us to undertake the services (Statement of Work). If you agree to the Statement of Work for the Amplification Services, we will provide the Amplification Services to you in consideration for payment of the additional fee (Amplification Services Fee). You agree to pay the Amplification Services Fee in accordance with the terms of the Statement of Work. Each Statement of Work will be subject to, and will be governed by, these Terms and any other conditions agreed to by the Parties in writing. To the extent of any ambiguity or discrepancy between a Statement of Work and these Terms, the terms of the Statement of Work will prevail.

  3. Obligations: Where we agree to provide you with the Amplification Services, you agree to:

    1. appoint us as your agent in providing the Amplification Services, including to take out paid advertisements on your behalf, where prior agreed between the Parties;

    2. provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Amplification Services, including, where applicable, the relevant permissions to run paid ads on your relevant social media accounts;

    3. obtain (and where necessary, provide us with) all necessary consents, approvals, licences and permissions necessary to enable us to provide the Services (including login details for your accounts); and

    4. comply with our reasonable requests or requirements;

  1. You understand and agree that:

    1. where you approve media content for us to publish, advertise or otherwise use on your behalf in the course of our provision of the Amplification Services, we will not be responsible for any Liability suffered by you a result of our publishing of such content;

    2. unless otherwise agreed between the Parties in writing, we make no promises or guarantees regarding the effectiveness of the Amplification Services or any results from use of the Amplification Services, including any number of increased business revenue;

    3. the Services may interact with, or be reliant on, certain Third Party Services, including social media platforms on which we may run your advertisement as part of the Amplification Services. You acknowledge and agree that, unless we have expressly agreed to provide the services described in this clause 5.4(c):

      1. you are responsible for paying all fees related to the Third Party Services;

      2. we are not party to any agreement between you and the provider of the Third Party Services; and

      3. you agree to comply with terms and conditions applicable to the relevant Third Party Services at all times; and

      4. we do not make any warranty or representation in respect of any Third Party Services, and to the maximum extent permitted by law, but subject to your Consumer Law Rights, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Services.

  2. Warranties: You represent, warrant and agree that:

    1. in your and your Personnel’s use of the Services, you will not breach or cause us to by in breach of, any third party rights, including Intellectual Property Rights or privacy rights; and

    2. all information and documentation that you provide to us in connection with these Terms will be true, correct and complete, and you will ensure that such information is kept up to date; and

    3. promptly notify us if you become aware that any information or documentation that you provide us is no longer true, correct and complete.

6. Platform Licence

  1. While you have an Account, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform, in your Account or in the Schedule).

  2. You must not (and you must ensure that your Authorised Users do not):

  1. copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any part of the Services or otherwise attempt to discover any part of the source code of the Platform;

  2. access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

  3. interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;

  4. introduce any viruses or other malicious software code into our Platform;

  5. use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;

  6. attempt to access any data or log into any server or account that you are not expressly authorised to access;

  7. use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;

  8. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

  9. access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

7. Availability, Disruption and Downtime

  1. While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

  1. Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

  2. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

8. Intellectual Property and Data

  1. We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

  2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

  1. We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

    1. supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under these Terms;

  1. diagnose problems with our Services;

  2. improve, develop and protect our Services;

  3. send you information we think may be of interest to you based on your marketing preferences;

  4. perform analytics for the purpose of remedying bugs or issues with our Platform; or

  5. perform our obligations under these Terms (as reasonably required).

  1. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

  2. You are responsible for (meaning we are not liable for):

  1. the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and

  2. backing up Your Data.

  1. When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

  2. If you do not provide Your Data to us, it may impact your ability to receive our Services.

Amplification Services and Intellectual Property

  1. Where we provide you with Amplification Services as part of the Services, as between the Parties:

  1. each Party retains all intellectual property rights in its intellectual property developed prior to or independently of these Terms. Nothing in these Terms constitutes an assignment or transfer of such rights; and

  2. unless otherwise agreed between the Parties in writing, ownership of all intellectual property rights in any intellectual property developed, adapted, modified or created in connection with these Terms, or the provision of the Amplification Services will at all times vest, or remain vested, in us,

  1. You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of these Terms, to use your and your Authorised Users’ intellectual property that you provide to us solely for the performance of our obligations under these Terms.

  2. In the use of any intellectual property rights in connection with these Terms, you agree that you must not (and you must ensure that your Authorised Users do not) commit any intellectual property breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately.

  1. Confidential Information and Personal Information

    1. While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

    2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

    3. We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.

    4. You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

    5. We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

    6. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

  2. Consumer Law Rights

    1. In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

    2. Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

    3. If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If our Platform is not ordinarily used for personal, household or domestic use, our liability for a breach of your Consumer Law Rights is limited to either resupplying our Services, or paying the cost of having our Services resupplied.

  3. Liability

    1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

  1. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems);

  2. any use of our Services by a person or entity other than you or your Authorised Users;

  3. you or your Personnel breaching, or causing us or our Personnel to be in breach of, any third party rights, including Intellectual Property Rights or privacy rights, or any Law; or

  4. your or your Personnel’s negligence, fraud or wilful misconduct;

  5. any works, services, goods, materials or items which do not form part of the Services (as expressed in these Terms), or which have not been us;

  6. any Third Party Services;

  7. any delay or failure by you or any of your Personnel to provide any relevant approvals, or to provide any information or documentation necessary to allow us to provide the Services.

  1. Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

  1. neither we or you are liable for any Consequential Loss;

  2. a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;

  3. (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

  4. our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you do not have a Subscription, to AU$1,000.

  1. Suspension and Termination

    1. Suspension: We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

Termination

  1. We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:

    1. you fail to pay your Subscription Fees when they are due;

    2. you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

    3. you or your Authorised Users breach these Terms and that breach cannot be remedied; or

    4. you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

  2. You may terminate these Terms if:

    1. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

    2. we breach these Terms and that breach cannot be remedied, and

if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

  1. You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 13.8), and if you have a Subscription, termination will take effect within 30 days after our receipt of such notification, in which case, clause 12.7 shall apply.

  2. Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

  3. Termination of these Terms will not affect any other rights or liabilities that we or you may have.

Early Termination Fees

  1. Early Termination Fee: If these Terms are terminated by you pursuant to clause 12.4 or by us pursuant to clause 12.2 during the Minimum Period, you agree to pay us an early termination fee (Early Termination Fee) as set out in the Schedule, where applicable.

  1. You acknowledge and agree that the Early Termination Fee is a genuine pre-estimate of the losses and damages we are likely to suffer as a result of the early termination of these Terms. We will invoice you for the Early Termination Fees upon termination of these Terms. You agree to pay the amount in the invoice (and any other amount due and payable to us under these Terms), at the times and using the payment method set out in the invoice.

  1. General

    1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

    2. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

  1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

  2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

  1. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

  2. Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

  3. Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

  4. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

  5. Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

  6. Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

  7. Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

  8. Survival: Clauses 8 to 13will survive the termination or expiry of these Terms.

  9. Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

Definitions

  1. In these Terms:

Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.

Amplification Services means the ad hoc amplification services that we may agree to provide to you as part of the Services.

Authorised User means a user that you have invited to use the Platform through your Account.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

Fees means the fees that you pay for the Services, including any Subscription Fees and any Amplification Services Fees.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Minimum Period means the minimum period as set out in the Schedule, as applicable.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Amplification Services, whether before or after the date of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Platform means our cloud-based platform that we provide you with access to as part of the Services.

Schedule means the schedule that we provide to you setting out the Subscription Features, Subscription Fees and Subscription Periods.

Services means the services we provide to you, as detailed in clause 1.1.

Subscription means the Subscription plan you have chosen with us, which you use to access certain features and benefits.

Subscription Fees means the fees you pay to us to access your chosen Subscription.

Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on in the Schedule).

Third Party Services means third parties or any goods and services provided by third parties, including customers, end users, suppliers, or software providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.

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