RESELLER TERMS OF USE

 

Thank you for choosing to use our Platform

By using our Platform you are agreeing to the Terms set out in this agreement. This agreement is legally binding.

Our Platform is an augmented reality distribution solution. The Platform, as detailed in this agreement, includes the website, backend web application and front end Android and iOS mobile applications. The Platform allows you to host and distribute augmented reality content to users via the Platform’s mobile apps. Access to the “Our Service” is provided via your “Account”.

“We” or “Our” as referenced in this agreement includes our employees, representatives and contractors (“our Team”). As a customer or a representative of a customer, you are considered both a “Reseller” and a “Customer” under this agreement (or “You”). As a Reseller, your clients are also considered a “Customer”.

These following Terms of Use (“Terms”), in conjunction with our Privacy Policy, Acceptable Use Policy, API Usage Policy, Copyright Policy and Brand Guidelines define the terms and conditions under which you, as a Customer, are allowed to use the Platform and how your Account will be treated.


 

ACCOUNT

 

1. Eligibility

To be eligible for a Platform Account you must:

a) agree to these Terms of Use,

b) complete your account registration with valid and true information; and

c) be at least eighteen (18) years old and able to enter into a contract

d) warrant that you have the authority to accept these Terms of Use, if done so, on behalf of a company or other entity.

We have the right to refuse you service and/or close your account if we believe you are in breach of the Terms set out in this agreement.

2. Reselling the Service

As a Reseller of the Service:

a) you will be given access to an account where you can both set up Customer accounts and deliver augmented reality marketing services.

b) you may grant access to the Service for your Customers and/or deliver solutions to your client using the Service.

c) you Customers must agree to the Customer Terms of Use if they wish to access to the Service.

d) We will invoice you directly for both you and your Customers use of the Service

e) It is your responsibility to invoice and manage accounts for your clients

f) you are required to pay in arrears by direct debit for the fees, as detailed in Schedule A, for both you and your Customer’s use of the Service for the previous month.

g) you may set your own fees for the provision of the Service to their Customers however it is recommended that these fees are to be no less than 90% of the Our recommended retail pricing as detailed on Our Website.

h) you are responsible for provide your own level 1 support for Customer enquiries.

i) We reserve the right to providing continuity of service to any Customer that seeks it, should this agreement be terminated.

j) We will not approach any Reseller Customer directly with the view of procuring business.

k) should one of your Customers contact Us directly as their preferred supplier of the Services then We will be obliged to deliver that service to the Customer. We will however inform you prior to engagement of your Customer’s intent to migrate service to Us.

l) you must discontinue the use of, and return if applicable, any intellectual property owned by Us upon Termination of this Agreement.

m) you acknowledge that nothing in this Agreement constitutes an employment contract, partnership or joint venture with Us.

n) you are unable to transfer or reassign this Agreement without the written permission to do so by Us.

3. Term

Upon successful registration of your account, you are entering into a Term for as long as you choose to continue using Our service.

4. Termination

You may terminate this Agreement at any time and for any reason by providing us notice. Upon termination you will not be entitled to any refund or reimbursement for prepaid license fees and you will lose immediate access to your account.

We may suspend our Service to you at any time with or without notice if we believe you have breached the Terms of this Agreement.

If we suspend our Service to you, you will not be entitled to any refund or reimbursement for prepaid license fees and you will lose access to your account.

5. Changes to Terms

We may change the Terms of this Agreement from time to time and will advise you of these changes by way of email and in system messaging.

Failure to terminate your account within fourteen (14) days of the notification of change/s implies your agreement to the changed Terms.

6. Changes to Service

We may change our website, the Service or any other features of the Service at any time.

7. Account Security

You are solely responsible for the security and confidentiality of your Account password.

You are also solely responsible for the activity of your Account, irrespective of whether you authorised such activity.

You will notify us immediately if you believe your account security has been compromised.

We will not be responsible for any losses as a result of stolen, hacked or shared passwords. We do not keep a record of your password bay can reset it if requested.

8. Account Disputes

Only the registered owner of an Account is entitled to raise an account dispute. All account disputes are to be directed to Us via email.


 

FINANCIAL TERMS

 

9. Fees

The fees for use of the Platform are as provided by Us and agreed to by You.

10. Taxes

All fees detailed on our website are exclusive of any tax. Customers may be charged a GST or tax in addition to the detailed fees when supplied where their business resides within Our country of operation.

11. Payment of Fees

Your billing month starts on the date that your Account was registered and recurs monthly until termination or a change in plan occurs. All fees are to be paid at the end of your billing month.

If you move from one pricing plan to a higher one during your billing month, then you will be charged at a pro rata rate for the increased amount for remainder of the billing month. The new plan rate will then be charged monthly until termination or a change in plan occurs.

Any additional usage fees outside of the standard plan rate will be automatically charged the month after they occur. These fees are listed on our pricing page under Additional Costs.

12. Transaction Fees

Transaction fees maybe applicable for direct debits and are your responsibility to pay.

13. Failed Transactions

Failed transactions must be rectified immediately. Failure to do so will result in suspension of your account until payment is received.

14. Refunds

Refunds will not be issued for any account suspension or restriction as a result of any breach of the Terms laid out, or as covered by any other Term in this Agreement.

Refunds for reasons not covered under this Agreement may or may not be available and will need to be addressed with Our accounts department.

15. Changes to Fees

We may change our fees at anytime and if so, will advise via email, in-system and on our website. Your continued use of our service after notification of any change in fees is seen as your agreement to these changes.


 

INTELLECTUAL PROPERTY

 

16. Our Intellectual Property

Our intellectual property includes, but is not limited to, our website and all content, the Platform developer, patents, trade marks and copyrights. By agreeing to these Terms, you warrant that you will not make any attempt to reverse engineer, discover, reproduce, modify or copy in any form the Intellectual Property of the Platform developer. Our brand assets may only be used as details in our Brand Guidelines.

17. Your Property

You warrant that you have the permission and rights to use and distribute any content you upload or have uploaded to the Platform and that this content will not infringe the copyright or other intellectual property rights of another person or entity. This content includes, but is not limited to, all marker images, video, 3d models, trademarks and web content.

18. Privacy

We may only use and disclose your information and content according to our Privacy Policy unless we have a legal obligation to disclose such information.

Our Privacy Policy is treated as part of these Terms.


 

USAGE & ABUSE

 

19. General Usage Rules

You must not distribute through the Services or direct distribution recipients to any Content that is:

a) abusive, harassing or obscene,

b) illegal in any country to which the distribution occurs,

c) contains harmful code,

d) defamatory or offensive, or

e) breaches intellectual property laws

20. Unreasonable Use

We reserve the right to either deactivate an account or request payment for activity that is deemed abnormal and/or outside of the intended guidelines for use. Examples of this include, but are not limited to:

a) Using a 250 view/scan trial account to deliver commercial campaigns that should otherwise be charged for. A trial account is for the sole purpose of trialing the platform.

b)Using Reseller demo campaigns and views/sends to deliver commercial campaigns that should otherwise be charged for. Demo campaigns are for the sole purpose of providing a demo of the solution to customers.

c) Using a single Scan/View Package for multiple Customers

21. Reporting Abuse

If you believe you have been distributed, or know of any content that is being distributed that is listed in Clause 19 above please refer the matter immediately to Us via email.


 

LIABILITY

 

22. Limitation of Liability

By using the Service, you assume full responsibility for any loss that results from the use of the Service or website. We are not liable under any circumstance for any damages, indirect, punitive or consequential resulting in the use of our Service.

We shall have no liability to You arising from any system downtime, any System Maintenance Time, or any Force Majeure Event.

Our maximum liability to You for any loss or damage whatsoever shall be the re-performance of the Services.

23. No Warranties

To the maximum extent permitted by law, we provide the material on our Website and the Service as is. We don’t provide warranties of any kind, either express or implied, of merchantability and suitability for a particular purpose.

24. Indemnity

You agree to indemnify Us and our Team harmless from any losses, including legal fees that result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. You also agree to indemnify us from any losses, including legal fees from any 3rd party claim that occurs as a result of your account activity.

25. Legal Fees

We are entitled to claim and recover any reasonable legal fees and other damages as a result of a breach of this Agreement.

26. Disclaimers

We and our Team are not responsible for the behavior and activity of any advertisers, linked websites or other Customers.


 

ADDITIONAL TERMS

 

27. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

28. Governing Law

This Agreement is governed by and to be construed according to the law of Queensland, Australia. You and We irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland.

29. Force Majeure

We will not be held liable for any delays, performance or any other part of the service because of causes beyond our control. This includes, but is not limited to, acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires, power supply disruptions (howsoever caused), internet downtime and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and industrial action or strikes.

30. Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Our Intellectual Property, Your Property, Limitation of Liability, No Warranties, Indemnity, Governing Law, Severability, and Entire Agreement.

31. Severability

If any section of this Agreement is removed or edited as a result of it not being enforceable, the rest of the Terms will still be valid.

32. Amendments and Waiver

Our failure to take immediate action on any breach of the Terms of this Agreement does not constitute our acceptance of such breach and we may still take action at some time in the future.

33. Further Actions

You will provide all documents and take any actions necessary to meet your obligations under these Terms.

34. Notices

Any notice may be served by delivery to, or sending it by post or facsimile to the party to be served, or by sending it by email:

a) if to Us, via your account manager

b) if to You, to the email address associated with your Account.

A notice that is posted shall be deemed received seven days after the date of posting.

35. Entire Agreement

These Terms, along with our Privacy Policy, Acceptable Use Policy, API Usage Policy, Copyright Policy and Brand Guidelines make up the entire agreement and supersede all prior agreements, arrangements, representations, and understandings.