Strata.chat End User Terms of Service

INTRODUCTION

Strata.chat is an online platform for communications and service delivery in Strata Communities.

1               definitions

1.1           The following terms are used regularly throughout these End User Terms of Service and have a particular meaning:

(a)            ABN means Australian Business Number.

(b)            Administrator means any User authorised to administer a Strata Community on behalf of the Building within Strata.chat.

(c)            Agreement means these End User Terms of Service.

(d)            Building means the legal body corporate (owner’s corporation, strata management company etc) that subscribes to use Strata.chat on the terms of this Agreement.

(e)            Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

(f)              Company means Property UX Pty Ltd ABN 32 616 278 33.

(g)            Building Terms means the agreement between the Company and the Building subject to the Building Terms of Service whereby the Building subscribes for each User license subject to this Agreement.

(h)            End User means a registered User of Stata.chat that uses the features made available to End Users.

(i)              Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;

(j)              Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

(k)             Moral Rights means:

i                 Moral rights pursuant to the Copyright Act 1968 (Cth);

ii                Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).

(l)              Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at http://www.strata.chat/privacy

(m)           Privacy Act means the Privacy Act 1988 (Cth).

(n)            Service Provider means a third-party provider of goods and services to a Strata Community.

(o)            Strata.chat means the “Strata.chat” online strata communications and management platform, accessed via http://strata.chat and associated Owners Corporation building subdomains.

(p)            Strata Community means a collective of End Users and Service Providers, managed by a Building, organised around a particular strata property.

(q)            Subscription means the Building’s license to use Strata.chat subject to the Building Terms.

(r)              User means any registered End User, Administrator or Service Provider of Strata.chat within a Strata Community.

(s)             User Data means all information input into Strata.chat by Users in relation to a Strata Community (but does not include statistical, analytical or other non-personal derivative data generated by use of Strata.chat).

1.2           The following rules apply unless the context requires otherwise:

(a)            Headings are only for convenience and do not affect interpretation.

(b)            The singular includes the plural and the opposite also applies.

(c)             If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

(d)             A reference to a clause refers to clauses in this Agreement.

(e)             A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.

(f)              Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

(g)            A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

(h)            A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

(i)              A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

2               USING STRATA.CHAT

2.1           User Access

(a)            Strata.chat shall be accessible to Users authorised by the Building, subject to the Building’s ongoing Subscription in accordance with the Building Terms.

(b)            The Company shall authorise one or more Users to be an Administrator on behalf of the Building, and agrees that the Administrator shall authorise Users to access Strata.chat.

(c)            Each User’s access to Strata.chat is provided subject to the Administrator granting the User access, and the Building paying the Subscription for the User’s access.

(d)            To use Strata.chat, the User agrees to the terms of:

i                 This Agreement;

ii                The Privacy Policy; and

iii               Any Community Standards imposed by the Company and/or the Building.

(e)            The User must immediately cease to use Strata.chat if the User can no longer agree or adhere to clause (c).

(f)              The User agrees to use Strata.chat in accordance with any instructions provided by the Company, within Strata.chat and/or on Strata.chat.com.

2.2           Features & Users

(a)            Strata.chat enables Users to (without limitation):

i                 Automate communication and information tasks within a Strata Community;

ii                Communicate, correspond and interact with Users and Service Providers;

iii               Invite Users to propose and vote on initiatives within a Stara Community (not available to Service Providers); and

iv              Faciliate group buying of goods and services within the Strata Community (not available to Service Providers).

(b)            In addition to (a), an Administrator shall be able to:

i                 Configure and manage Strata.chat for the requirements of the Building;

ii                Authorise, de-authorise and manage Users; and

iii               Such other features as the Building may subscribe for subject to the Building Terms.

3               community standards

3.1           Basic Standards

(a)            The Building and User agrees that it shall only use Strata.chat for legal purposes and shall not use it to engage any conduct that is racist, sexist, harassment unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b)            The Building agrees that the Company may, in its discretion, cancel the licence granted under this Agreement to any User that materially breaches clause (a).

3.2           Strata Community Standards

(a)            The Building may also set additional standards of use for its Users of Strata.chat, and may publish these within Strata.chat.

4               USER DATA

4.1           The Company accepts no liability for the content of User Data.

4.2           User Data may only be shared between, or viewed by the Building and Users of the relevant Strata Community. No User Data shall be accessible between Users of different Strata Communities.

4.3           Each User is responsible for the accuracy, quality and legality of any content uploaded by the User, and the User’s acquisition of it, and the users that create, access and/or use User Data.

4.4           The Company shall not access, use, modify or otherwise deal with User Data except where required by compulsion of law or upon the User’s authority (such as to provide support for Strata.chat).

4.5           The Company reserves the right to prevent the publication of any User Data in Strata.chat where the Company has formed the reasonable opinion that doing so would be a breach of any third-party Intellectual Property Rights, or would breach the Community Rules.

5               General conditions

5.1           Licence

(a)            The licence granted to the User under this Agreement is limited, non-exclusive, and revocable.

(b)            The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

(c)            The Company may revoke or suspend the User’s licencein its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User (or any user that the User allows to access its account).

5.2           Modification of Terms

(a)            The terms of this Agreement may be updated by the Company from time-to-time.

(b)            Where the Company modifies the terms, it will provide the Building and User with written notice, and the Building and/or User (as the case may be) will be required to accept the modified terms in order to continue using Strata.chat.

5.3           Software-as-a-Service

(a)            The Building and User agrees and accepts that Strata.chat is:

i                 Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the Building’s systems; and

ii                Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Strata.chat is available to the Building unless expressly agreed in writing.

(b)            As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Strata.chat.

(c)            The Company shall not exercise its rights under clause (b) in a manner that would intentionally cause the Building to lose access to User Data or fundamentally decrease the utility of Strata.chat to the Building, other than in accordance with the terms of this Agreement.

5.4           Use & Availability

(a)            The User is solely responsible for the security of its username and password for access to Strata.chat. The User shall notify the Company (through Strata.chat) as soon as it becomes aware of any unauthorised access of its Strata.chat account.

(b)            The Building agrees that the Company shall provide access to Strata.chat to the best of its abilities, however:

i                 Access to Strata.chat may be prevented by issues outside of its control; and

ii                It accepts no responsibility for ongoing access to Strata.chat.

5.5           Support

(a)            The Company provides user support for Strata.chat via the email address hello@strata.chat.

(b)            The Company shall endeavour to respond to all support requests from Users within 2 Business Days.

5.6           Privacy

(a)            The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and users.

(b)            The Privacy Policy does not apply to how a Building handles personal information.  It is the Building’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

(c)            The Company makes no warranty as to the suitability of Strata.chat in regards to the Building’s privacy obligations at law or contract, and it is the Building’s responsibility to determine whether Strata.chat is appropriate for the Building’s circumstances.

(d)            Strata.chat may use cookies (a small tracking code in your browser) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

5.7           Data

(a)            Security.  The Company takes the security of Strata.chat and the privacy of its Users very seriously.  The Building and User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b)            Transmission.  The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the Building to ensure that any transmission standards meet the Building’s operating and legal requirements.

(c)            Storage. Data that is stored by the Company shall be stored according to accepted industry standards.

(d)            Backup.  The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.

5.8           Intellectual Property

(a)            Trademarks. The Company has moral, unregistered and registered rights in its trade marks and the Building and User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b)            Third Party Intellectual Property.  The Company may use software and other proprietary systems and Intellectual Property (including open source systems) for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The Building and User warrants that it shall not infringe on any third-party rights through the use of Strata.chat.

(c)            The Strata.chat Application.  The Building and User agrees and accepts that Strata.chat is the Intellectual Property of the Company and the Building and User further warrant that by using Strata.chat the Building and/or User will not:

i                 Copy Strata.chat or the services that it provides for the Building’s or User’s own commercial purposes; and

ii                Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Strata.chat or any documentation associated with it.

(d)            Content.  All content (with the exception of User Data) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, aggregations, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Strata.chat.

5.9           Disclaimer of Third Party Services & Information

(a)            The Building and User acknowledges that Strata.chat has dependencies on third-party services, including but not limited to:

i                 Banks, credit card providers and/or Bpay;

ii                Third party Service Providers;

iii               Building control systems;

iv              Telecommunications services;

v               Hosting infrastructure services;

vi              Email services; and

vii             Analytics services.

(b)            The Building and User agrees that the Company shall not be responsible or liable in any way for:

i                 Interruptions to the availability of Strata.chat due to third-party services; or

ii                Information contained on any linked third party website.

5.10        Liability & Indemnity

(a)            The User agrees that it uses Strata.chat at its own risk.

(b)            In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Strata.chat, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.

(c)            Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified.  Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i                 The re-supply of services or payment of the cost of re-supply of services; or

ii                The replacement or repair of goods or payment of the cost of replacement or repair.

5.11        Termination

(a)            The User may terminate this Agreement by giving the Company written notice (and or cancelling its account in Strata.chat).

(b)            Notwithstanding the Building Terms, the Company may terminate this Agreement immediately by providing the User written notice.

(c)            Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

(d)            Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5.9, 5.12 and 5.13 survive termination of this Agreement.

5.12        Dispute Resolution

(a)            If any dispute arises between the the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i                 Includes or is accompanied by full and detailed particulars of the Dispute; and

ii                Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b)            Within 10 Business Days after a Dispute Notice is given, a representative from each of the parties with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

(c)            Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d)            Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e)            Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

5.13        Electronic Communication, Amendment & Assignment

(a)            The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b)            The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement.  The Company will notify the Building of a change of details from time-to-time.

(c)            The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update contact details as they change.

(d)            A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e)            Notices must be sent to the parties’ most recent known contact details.

(f)              The Building and the User may not assign or otherwise create an interest in this Agreement without the written consent of the Company (which shall not be unreasonably withheld).

(g)            The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the Building and/or User.

5.14        General

(a)            Special Conditions. The parties may agree to any special conditions to this Agreement in writing.

(b)            Prevalence. To the extent this Agreement is in conflict with, or inconsistent with, the terms of the Building Terms, any other Agreement between the Company and the User, or any special conditions made under this Agreement, as relevant, the terms of those other agreements or special conditions shall prevail.

(c)            Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

(d)            Relationship.  The relationship of the parties to this Agreement does not form a joint venture or partnership.

(e)            Waiver.  No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f)              Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

(g)            Governing Law.  This Agreement is governed by the laws of Victoria, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h)            Severability.  Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.