GROW IMPACT PLATFORM AUTHORISED USER TERMS AND CONDITIONS
1.1 The Grow Impact Platform is operated by Grow Impact Pty Ltd (ABN 83 642 198 114) of 45 St Georges Terrace, Perth, Western Australia, 6000 (Grow Impact, we, our or us).
1.3 In this Agreement, User, you and your means the person authorised by the Customer to access and use the Grow Impact Platform, and whose details are listed in the User Access Portal (and includes anyone acting on your behalf or with your express or implied authority).
2. REGISTRATION AND ACCESS
2.1 We do not charge you a fee to access and use the Grow Impact Platform.
2.2 To access and use the Grow Impact Platform, you must be registered by the Customer who will create and setup an account on your behalf on the Grow Impact Platform (User Profile). Your User Profile will be operated by a username and password. You can change your username and password which can be changed any time by you accessing the User Access Portal. To setup a User Profile on the Grow Impact Platform, you will be required to provide Personal Information to us.
2.3 You are responsible for:
(a) maintaining control over, and the confidentiality of, your User Profile, username and password;
(b) keeping your User Profile registration information current, complete, accurate, and truthful. You must not impersonate another account holder or provide false identity information to gain access to or use the Grow Impact Platform;
(c) notifying us in writing of any unauthorised access to, or use of, your User Profile, username or password; and
(d) for all activities or transactions that occur using your User Profile. We are not liable for any loss or damage arising out of, or in connection with, any unauthorised access or use of, your User Profile, username and password
2.4 At any time, you may edit, update, or change your User Profile. Only the Customer or Grow Impact can delete or limit your access to your User Profile.
3. YOUR OBLIGATION
3.1 Subject to the terms of this Agreement, we grant you a non-exclusive, personal, revocable, non-transferable and non-sub-licensable licence to access and use the Grow Impact Platform. You must only use the Grow Impact Platform for internal business purposes, or any other purpose specified in the Grow Impact Software as a Service Agreement.
3.2 You will not acquire, or be entitled to, any rights other than those rights expressly set out in this Agreement.
3.3 When using the Grow Impact Platform, you must at all times:
(a) Obtain and maintain all hardware, software and communications equipment necessary to access, and use the Grow Impact Platform;
(b) Comply with all Relevant Laws with respect to your obligations under this Agreement; and
(c) Comply with all of our directions, policies and guidelines, advised in writing to you from to time to time.
4. USER DATA
4.1 The Grow Impact Platform is a platform that allows research institutions and organisations, research individuals, funding, government and industry bodies and charities to record, monitor, track and report the use of funding or donations made by or to these organisations and individuals. The Grow Impact Platform allows Customers and Users to upload, submit, edit, share and disclose information about research projects, the progress of such research projects, (milestones and milestone dates) and the associated (or related) activities or impact of the research projects (collectively, User Data). User Data may include the Personal Information of researchers, presenters and donors. We are not responsible for uploading, maintaining, monitoring, deleting or censoring the User Data.
4.2 We do not recommend or endorse any User Data published, shared, created or uploaded on, or via, the Grow Impact Platform. We disclaim all liability and responsibility arising from any reliance placed on such User Data, and any products and services provided therefrom, by any user of the Grow Impact Platform or third party. We make no representations or warranties that use of the User Data will not infringe Intellectual Property Rights of any third parties.
4.3 The Customer and/or Users of the Grow Impact Platform are responsible for the accuracy of all representations made in any User Data submitted, uploaded, displayed or published on, or via, the Grow Impact Platform. To the maximum extent permitted by Relevant Laws, we do not warrant that the products, services or User Data submitted, uploaded, displayed or published on the Grow Impact Platform are accurate, complete, reliable, current or error-free, nor do we make any warranty about the standard or quality of any of the products, services or User Data offered or displayed on, or via, the Grow Impact Platform.
4.4 You agree to make your own enquiries to verify the information or data displayed or published on, or via, the Grow Impact Platform, and to assess the accuracy, completeness and currency of the User Data. If you choose to rely upon and use the User Data you do so at your own risk.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 You acknowledge that we, or our licensors, are the owner of the Grow Impact Platform (or any Intellectual Property Rights contained therein) including any information, Content, templates or technology that may be provided to, or accessed by, you in connection with your use of the Grow Impact Platform (including any modifications, enhancements of the foregoing (Grow Impact IP). Accessing and using the Grow Impact Platform does not give you (or anyone else) ownership of, or any right, title or interest in the Grow Impact IP.
5.2 Ownership of any User Data will vest in the creator of that User Data, but excluding Grow Impact IP.
5.3 You grant us a worldwide, non-exclusive, royalty-free, perpetual, non-transferable licence to use, disclose, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy and User Data (and all Intellectual Property contained therein) for the purpose of:
(a) enabling us to provide you with access to, and use of the Grow Impact Platform, the Services and otherwise perform our obligations and exercise our rights under this Agreement;
(b) informing you of products, services or events that we may offer from time to time or in relation to Third Party Products;
(d) sharing User Data with an Affiliate or other third party (with whom we may contract or be affiliated with from time to time) for the purposes of performing or improving the Grow Impact Platform or Services.
6. OUR OBLIGATIONS
6.1 Subject to your compliance with the terms of this Agreement, we will use reasonable endeavours to provide you with access to and use of the Grow Impact Platform.
6.2 In the event that we fail to provide you with access and use of the Grow Impact Platform and the Services in accordance with clause 6.1, we will use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 6.1.
6.3 Grow Impact is not a research institute, government or funding body or charity nor do we perform research, fundraising or charitable work. The Grow Impact Platform is a portal or conduit providing Customers and Users with a facility to track and report the impact of research and donations. Our role in providing you with access and use of the Grow Impact Platform and the Services should be construed strictly in this context only.
7. NO WARRANTIES
7.1 To the maximum extent permitted by Relevant Laws, we exclude all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the Grow Impact Platform.
7.2 Nothing contained in this Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
7.3 You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, we make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency or security of the Grow Impact Platform or the Services (or any User Data, products or services provided in connection with the Grow Impact Platform) and we will not be liable if the Grow Impact Platform is, or becomes unavailable for any reason, including directly, or indirectly as a result of:
(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious, wilful acts or omissions of third parties (including third party service providers) or other users;
(c) maintenance (scheduled or unscheduled) carried out by us or any third-party service provider, including in respect of any of the systems or network used in connection with the provision of the Grow Impact Platform;
(d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or
(e) a Force Majeure Event.
7.4 You acknowledge that, to the maximum extent permitted by Relevant Laws, we do not make any warranty or representation:
(a) that any information uploaded or made available to you by the Customer or another User of the Grow Impact Platform (including any User Data) or any Content made available or offered on, or via the Grow Impact Platform is accurate, complete, reliable, current or error-free, virus free or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis; and
(b) in relation to the information, data or results obtained from or the outcomes arising from, the User’s access to, and use of, the User Data, Grow Impact Platform and the Services, including any decision act, or failure to act by Customer based on any results obtained from the User’s access to, and use of, the Grow Impact Platform and the Services.
7.5 You acknowledge that your access to, and use of, the Grow Impact Platform and use may be interrupted or unavailable during scheduled or unscheduled maintenance.
8. LIMITATION OF LIABILITY
8.1 To the maximum extent permitted by Relevant Laws, we will not be liable to you or any third party for:
(a) indirect, consequential, incidental, special or exemplary damages, expenses, losses or liabilities;
(b) loss of profits, business interruption, loss of revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, downtime costs, loss of use, failure to realise anticipated savings, loss of opportunity or expectation loss or loss of production; or
(c) loss of, or damage to, any property or any personal injury or death to you or any third person,
arising out of, relating or connected to, the provision or use of the Grow Impact Platform or the Services (including any User Data or any products or services provided in connection with the Grow Impact Platform) and this Agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.
8.2 All risk in using the Grow Impact Platform passes to you upon creating a User Profile, or otherwise using the Grow Impact Platform (whichever is earlier). We do not control or direct what User Data is uploaded, shared, published, posted or otherwise transmitted by Users on, or via, the Grow Impact Platform, and we are not responsible to you or anyone else for any actions, activities, conduct or transactions (whether online or offline) that occur as a result of, or in connection with your access to, and use of, the Grow Impact Platform.
8.3 To maximum extent permitted by Relevant Laws, under no circumstances will our aggregate liability to you or anyone else, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed ten dollars (AUD $10).
8.4 You agree to defend, indemnify and hold us, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of:
(a) your access to, and use of, or reliance on the Grow Impact Platform, the Services, the User Data or any products or services acquired on, or via, the Grow Impact Platform;
(b) the use by you, your Personnel or any third party of the Grow Impact Platform;
(c) any breach of any third party’s Intellectual Property Rights or other rights caused by you; or
(d) any breach by you or your Personnel of this Agreement.
9. THIRD PARTY PRODUCTS
9.1 You acknowledge that we may use Third Party Providers to enable us to provide you with access to, and use of, the Grow Impact Platform, and that your use of and reliance on it, is solely at your own risk.
9.2 We do not endorse, sponsor or approve any Third-Party Products or Third-Party Providers made available on or via the Grow Impact Platform. It is your sole responsibility to determine that specific products or services used by you which may be offered through the Grow Impact Platform, meet your needs and/or are suitable for the purposes for which they are used.
9.3 Any rights you may have to access Third-Party Products or Third-Party Providers shall be limited to:
(a) the extent of our ability to pass on such rights to you; or
(b) the relevant Third-Party Provider’s terms.
10. THIRD PARTY PRODUCTS
(a) it has been collected in accordance with Privacy Laws;
(b) you have the authority to upload, post, publish or otherwise transmit such information on, or via, the Grow Impact Platform; and
(c) you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for us to use, disclose, store, transfer, process or handle it.
11. THIRD PARTY PRODUCTS
11.1 You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):
(a) your User Profile;
(b) your username and/or password
(c) the Grow Impact Platform and/or Services; and/or
(d) the website and related social media pages, networks, products and services offered on, or via the Grow Impact Platform.
11.2 Cause for such suspension or termination may include, but are not limited to:
(b) serious or repeated breaches or violations of another person’s Intellectual Property Rights or privacy rights;
(c) the Customer or Grow Impact terminates the Grow Impact Software as a Service Agreement;
(d) your activities, conduct or transactions on, or, via, the Grow Impact Platform, which brings, or has the capacity to bring, Grow Impact into disrepute; or
(e) requests by law enforcement or other government agencies.
11.3 You agree that all such suspensions or terminations shall be made at our sole discretion and that we shall not be liable to you or any third party for any such suspension or termination.
12. THIRD PARTY PRODUCTS
We shall not be responsible to you (or anyone else) if we are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, acts of terrorism, fire, explosion, flood, an act or omission of a third party, epidemic, pandemic, mandatory government shutdown or lockdown, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).
13. THIRD PARTY PRODUCTS
13.1 Without notice to you, we may, at out absolute discretion, from time to time:
(a) change, add or delete the functions, features, performance, or other characteristics of the Grow Impact Platform; or
(b) apply or install updates to, or new versions of, the Grow Impact Platform.
13.2 You acknowledge that the Content on the Grow Impact Platform is subject to change at any time and may be out of date at any given time. We are under no obligation to:
(a) provide any user support services, update, correct or fix any Content or the Grow Impact Platform; or
(b) notify you of any changes to the Content or the Grow Impact Platform unless required by law to do so.
13.3 Some of the provisions contained in this Agreement may also be superseded by provisions or notices published elsewhere on the Grow Impact Platform. Any changes are effective immediately upon posting to the Grow Impact Platform. Your continued use of the Grow Impact Platform thereafter constitutes your acceptance of all such changes to the Agreement.
13.4 Please read this Agreement before using the Grow Impact Platform as the Agreement may have changed since the last time you accessed and used the Grow Impact Platform. If you do not agree to any change, then you must immediately stop using the Grow Impact Platform and the Services.
If any provision in this Agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the reminder of this Agreement which will continue in full force and effect.
No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this Agreement.
16. ENTIRE AGREEMENT
This Agreement, any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).
17. JURISDICTION AND APPLICABLE LAW
17.1 The Grow Impact Platform and Services are created and controlled by us in the State of Western Australia. As such, the laws of the State of Western Australia will govern this Agreement.
17.2 By using the Grow Impact Platform and Services you submit to the exclusive jurisdiction of the courts of Western Australia and agree that any legal action will only be commenced in this forum.
In this Agreement, the following words shall have the following meanings:
(a) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.
(b) Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Grow Impact Platform.
(c) Customer means a research institution or organisation, an individual researcher, funding, government or industry bodies and charity or any other entity who has been granted a licence to access and use the Grow Impact Platform and the Services in accordance with Grow Impact Software as a Service Agreement.
(d) Force Majeure Event has the meaning in clause 12.
(e) Grow Impact, we, our or us means Grow Impact Pty Ltd (ABN 83 642 198 114), and where the context permits, includes our Personnel and Affiliates.
(f) Grow Impact IP has the meaning given to it by clause 5.1.
(g) Grow Impact Platform means the online platform and applications owned, operated and managed by us through the Website, including any systems, Content and server software, the computer hardware on which the platform, application, database, system, Content and server software is installed, and all Intellectual Property contained therein, provided or otherwise made available by us.
(h) Grow Impact Software as a Service Agreement means the software-as-as-service agreement between Grow Impact and the Customer in relation to the provision of the Grow Impact Platform and the Services
(i) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world.
(j) Personnel means any person acting for or on behalf of an Authorised User and includes any director, officer, or employee, of the party.
(k) Personal Information means data by which a person may be personally identified, including a person’s name, postal address, email address, telephone number and any other information a party collects, including that which is defined as personal or personally identifiable information under any applicable Privacy Laws.
(l) Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended) and the Australian Privacy Principles, and any other legislation, codes and policies relating to the handling of Personal Information applicable to the jurisdiction in which the user is located.
(n) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy laws, anywhere in the world.
(o) Services means:
- the subscription services made available by Grow Impact to the Customer and User through the Grow Impact Platform for the purpose of recording, monitoring, tracking and reporting the use of funding or donations and the progress of research projects; and
- Support Services.
(p) Support Services means the support services related to the use and maintenance of the Grow Impact Platform as set out in our Support Services and Maintenance Policy.
(q) Third-Party Products means software, products, services or content (including all Intellectual Property contained therein) that: (i) are provided by third parties; (ii) interoperate with the Grow Impact Platform; and/or (iii) may be identified as third-party products.
(r) Third-Party Providers means a supplier of Third-Party Products.
(s) User Data has the meaning in clause 4.1(a).
(t) Website means the Grow Impact website located at growimpact.com.au or any other site notified by Grow Impact from time to time.
(u) User, you or your has the meaning in clause 1.3.
(v) User Access Portal means the self-service portal provided to the User to access and use the Grow Impact Platform and the Services.
(w) User Profile has the meaning in clause 2.1.
Yes, I have read, understood and accept this Agreement.