Terms of use

1.1 These terms create a contract between you and ROAR Software Pty Ltd (ACN: 142 689 683) of Level 14, 309 Kent Street, Sydney NSW 2000 and its Related Bodies Corporate (us, we or our). Please read the terms carefully.

1.2 By using the ROAR platform and applicable hosting services developed and modified by us or any other software, services or any applications made available by us (Services), you agree to be bound by these Terms of Use. To confirm your understanding and acceptance of these Terms of Use, click “Agree.”

1.3 We may, on notice to you, change these Terms of Use. Your continued use of the Services following any changes indicate your acceptance of the changes. These Terms of Use do not modify, restrict or exclude any additional rights you may have under applicable laws that cannot be so modified, restricted or excluded.

2.1 You will and must ensure your Authorised Users access the Services in accordance with:

1. these Terms of Use; and
2. our reasonable directions and all applicable laws.

2.2 You agree that your use of the Services is at your own risk.

2.3 To use the Services, you:

1. must pay the applicable fee (including additional fees for each Authorised User); and
2. may need compatible hardware, software and Internet access (fees may apply). Performance of the Services may be affected by these factors.

3.1 In order to access certain products through the Services, you must set up an account and be at least 18 years of age.  If you wish to allow access to the Services to your Authorised Users you must invite each Authorised User and pay the applicable fees in accordance with clause 6.1. Authorised User’s must then activate their account using the applicable Authorised User Login.

3.2 You are solely responsible for:

1. ensuring each Authorised User Login is operated by only one person;
2. ensuring Authorised Users do not share, publish or otherwise make available to any third party their Authorised User Logins;
3. all activity on your account by you or any of your Authorised Users including any unauthorised access by third parties;
4. maintaining the confidentiality and security of your account and the Authorised User Logins and notifying us immediately of any unauthorised use. You are also solely responsible for all activities on your account. We are not liable for any loss or damage arising in connection with any unauthorised use of your account; and
5. protecting User Content, including backing-up, and ensuring the security of, User Content, taking appropriate measures to protect User Content from accidental, unlawful or unauthorised access, use or disclosure.

3.3 You agree and acknowledge that all information you provide us will be true, accurate, current and complete.

3.4 We may, in our sole discretion, access your or an Authorised User’s account to provide support and maintenance services, suspend or terminate your account, and refuse any and all current or future use of the Services.

3.5 You may cancel your or an Authorised User’s ROAR environment for any reason by notifying us by email at support@roarsoftware.com.au. We will then work with you to undertake steps to cancel the environment.

4.1 We enable access to third-party applications and services through our Services (External Services).

4.2 If you or an Authorised User acquires External Services via our Services (a Transaction), each Transaction is a contract between you and the third party providing the External Services.

4.3 Each Transaction may involve the transfer of your data or User Content (defined below) to an External Service.  By you or an Authorised User electing to proceed with any Transaction you consent to the transfer of your data and User Content, which will be dealt with by the External Service in accordance with your agreement with them.

4.4 If you use External Services, you agree:

1. you and your Authorised User’s must comply with any third party terms applicable to the External Services. Mention of External Services in any materials, documentation or advertising provided to you or your Authorised Users is for informational purposes only and constitutes neither an endorsement nor a recommendation. All External Services are supplied by the respective vendor and we have no responsibility with regard to the selection, performance, or use of these vendors or their products;
2. we are not responsible for examining or evaluating the content of any third party External Services;
3. we do not guarantee the accuracy, integrity or quality of third party External Services, and will not be liable for any third party External Services;
4. charges may apply to your use of the External Services and we assume no responsibility for the transaction of funds or the actions or identity of any transfer recipient or sender nor do we have an obligation to provide a refund or repayment for whatever reason of any amounts paid by you to any other third party for External Services; and
5. we may suspend, remove, disable or impose access restrictions or limits on any External Services, at any time without notice or liability to you.

5.1 We enable access to our applications and services through our Services (ROAR Software Applications).

5.2 If you or your Authorised Users use ROAR Software Applications, you agree:

1. you must comply with and must ensure your Authorised Users comply with any additional terms applicable to the ROAR Software Applications that we make available;
2. charges may apply to your or your Authorised User’s use of the ROAR Software Applications; and
3. we may suspend, remove, disable or impose access restrictions or limits on any ROAR Software Applications, at any time without notice or liability to you.

6.1 For access to the Services, you agree to pay a monthly access fee per Authorised User based on the access tier you selected (being either Basic, Standard or Premium as set out at www.roarsoftware.com.au as follows:

1. commencing on the date you enter this agreement in accordance with clause 1.2 (Start Date). In the event we offer you a free trial period, fees will be pro-rated for the first month to account for the free trial period; and
2. monthly in advance (on the 1^st of each month) thereafter (unless or until cancelled or terminated in accordance with these Terms of use,
   (Payment Cycle).

6.2 You agree you must pay the applicable External Service and ROAR Software Application fees and, if applicable, consent to us collecting these fees on the third party’s behalf via a third party payment gateway.  For details about the payment gateway please visit  https://stripe.com/au/checkout/legal.

6.3 We may change the applicable fees on 30 days’ notice to you.

6.4 The monthly access fee is due by direct debit and:

1. your nominated debit or credit card will be charged when your access first commences and then you will be charged on each relevant Payment Cycle without further authorisation from you, unless you have cancelled or otherwise modified your access in accordance with these agreed terms;
2. it is your responsibility to ensure that:
   1. your direct debit details are, at all times, valid and up to date;
   2. sufficient funds are available; and
   3. the billing address and other necessary information you have provided are, at all times, valid and up to date;
3. your direct debit transactions will be performed through payment gateways. We currently use payment gateway Stripe;
4. we do not correct or store your payment information, it is collected and stored by the owner of the payment gateway referred to in clause 6.4(c);
5. payments will appear on your accounts as ROAR Software Pty Ltd;
6. we are not liable for any charges you incur as a result of out of date payment information. If we incur an expense due to incorrect payment information provided by you, we reserve the right to seek reimbursement from you for such expense; and
7. if we are unable to debit your direct debit payment method:
   1. you authorise us to reattempt the payment method a maximum of four times in a four-week period;
   2. if such reattempts are unsuccessful, we reserve the right to seek payment off you via an alternative payment method and/or seek to recover the debt through alternative means (either directly, or through a third party);
   3. you may be required to reimburse us for any costs we incur when reattempting payment; and
   4. we may suspend your account and access to the Program until all overdue amounts are paid.

6.5 Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under these Terms of Use are exclusive of GST.  If GST applies to a supply by any party under these Terms of Use, the consideration will be increased by an amount equal to the GST liability incurred by the party making the supply.

7.1 You are responsible for all your content, data and information that you or your Authorised Users submit, post, gather, store, host, or display on through the Services, including:

1. data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other materials; and
2. personal information (being information or an opinion about an identified or reasonably identifiable individual, whether or not the information or opinion is true and whether or not the information is recorded in a material form) or financial information (being financial reports, financial advice, CRM information, performance reports, audit results and other confidential information regarding a user’s business operations) about us or another user,
   (collectively, User Content).

7.2 You must not and must ensure that your Authorised Users do not submit, post or display any User Content that:

1. you do not have legally valid permission, right or license to use;
2. is objectionable, offensive, unlawful, deceptive or harmful;
3. is personal, private or confidential information belonging to others unless you have obtained legally valid consent;
4. requests personal information from a minor;
5. impersonates or misrepresents your affiliation with another person or entity;
6. transmits spam, including unauthorised advertising or promotional materials; or
7. is illegal, fraudulent, or manipulative.

7.3 We may remove User Content which is inappropriate or is in breach of these Terms of Use without notice.

7.4 If you or your Authorised Users choose to collect User Content that can be characterised as personal information (as that term is used in the Privacy Act 1988 (Cth) or financial information this will be at your sole risk and you agree to comply with the Privacy Act 1988 (Cth) and all other applicable laws.

8.1 You must not and must ensure your Authorised Users do not:

1. copy, modify, or create derivative works based on the content available on or through the Services;
2. infringe the intellectual property rights, privacy or confidentiality of any third party;
3. engage in any activity that may result in injury, death, property damage, and/or liability of any kind; or
4. interfere or disrupt the Services, servers or networks connected to the Services or another person’s use of the Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature.

9.1 These Terms of Use are effective until terminated.  Either party may terminate at any time.

9.2 Upon termination you must:

1. pay all outstanding amounts;
2. notify us within 30 days of the date of termination if you would like to extract your User Content;
3. cease using the Services and ensure your Authorised Users do the same; and
4. comply with any additional applicable third party terms.

9.3 If you have:

1. failed to notify us in accordance with clause 9.2(b), within 30 days of the date of termination, we will permanently delete all User Content (and any related data) from ROAR and/or any other ROAR Software Application’ or
2. notified us in accordance with clause 9.2(b), once User Content (and any related data) has been extracted and provided to you, we will permanently delete all User Content (and any related data) from ROAR and/or any other ROAR Software Application.

10.1 We own, or are the licensee of, the intellectual property rights in the content available through the Services, including text, photos, graphic designs, images and video content. These Terms of Use do not transfer any intellectual property rights from us to you or any third parties.  If you infringe our intellectual property rights or any other third party, we have the right to deny access to or terminate your use of the Services immediately.

10.2 Subject to your, and your Authorised User’s, compliance with these Terms of Use, we grant you and your Authorised Users a limited non-exclusive, non-transferable, non-sub-licensable licence to use the Services.

10.3 You agree you may not and must ensure your Authorised Users do not:

1. copy, modify, or create derivative works based on the Services;
2. distribute, transfer, sublicense, lease, lend, or rent the Services to any third party; or
3. modify, decompile, or disassemble the Services.

10.4 You grant us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, worldwide, royalty-free licence to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and content to you and to other users.

10.5 The ROAR name, logo and other ROAR trade marks, service marks, graphics, and logos used in connection with the Services are trade marks or registered trademarks of ROAR in Australia and internationally. You are granted no right or licence with respect to these trade marks.

11.1 You acknowledge and agree:

1. we may collect aggregated information about your and your Authorised User’s activities, and details of how you and your Authorised Users use the Services, the types of content you and your Authorised Users engage with or the frequency and duration of activities;
2. we may collect metadata, which is technical data that can describe the details of how User Content was collected and how that content is formatted; and
3. we may automatically store in log files, including IP addresses, browser type and language, Internet service provider (ISP), referring and exit websites and applications, operating system, date/time stamp, and clickstream data to analyse trends, to administer the Services, to generally improve the Services and for marketing.

11.2 Use of the Services is subject to our Privacy Policy, which is available at https://roarsoftware.com.au/privacy-policy 

We may at any time and without notice, modify, suspend or terminate the operation of, or access to the Services, or any part of, for any reason, to interrupt the operation of the Services, or any part of, as necessary to perform maintenance, error correction or other changes.

13.1 To the extent permitted by law:

1. the services and all content delivered to you through the Services are (except as expressly stated by us) provided "as is" and "as available" for your use without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; and
2. we, our directors, officers, employees, affiliates, agents, contractors, or licensors will not be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use of any of the Services or for any other claim related in any way to your use of the Services and/or content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services.

13.2 You acknowledge that the use of the Services is at your sole risk.  You are responsible for backing up your own system, including any content acquired or rented through the services.

13.3 We do not guarantee, represent, or warrant that your use of the Services will be uninterrupted or error-free, free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion.

13.4 If we are liable to you under the Australian Competition and Consumer Act 2010 (Cth) or similar legislation, we limit our liability in respect of any claim under those provisions to:

1. in the case of goods, at our option:
   1. the replacement of the goods or the supply of equivalent goods;
   2. the repair of the goods;
   3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
   4. the payment of the cost of having the goods repaired; and
2. in the case of services, at our option:
   1. the supplying of the services again; or
   2. the payment of the cost of having the services supplied again.

You indemnify and hold us, our directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your and/or your Authorised User’s breach of these Terms of Use and your and/or your Authorised User’s use or misuse of the Services.

15.1 If any term or provision of these Terms of Use are held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms of Use and the remaining terms and conditions will be unaffected.

15.2 A failure to enforce any right or provisions in these Terms of Use will not constitute a waiver of such or any other provision.

15.3 We will not be responsible for failures to fulfil any obligations due to causes beyond our control.

15.4 These Terms of Use will not be interpreted or construed to confer any rights or remedies on any third parties.

15.5 These Terms of Use constitute the entire agreement between the parties, with all other agreements or understandings previously existing between you and us hereby replaced.

15.6 The Services or content made available on or through the Services, are not intended for distribution to, or use by, any person or entity, in any jurisdiction or country, where such distribution or use would be contrary to law or regulation. We may limit the availability of the Services or content, or any part of, to any person, geographic area, or jurisdiction at any time.

15.7 Nothing in these Terms of Use should be read to override or circumvent any laws of a foreign jurisdiction. All Services or content made available through the Services are void where prohibited.

15.8 These Terms of Use are governed by the laws of New South Wales, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of the State of New South Wales to resolve any dispute or claim arising from these Terms of Use.

15.9 The United Nations Convention on the International Sale of Goods is not applicable to these Terms of Use.

16.1 In these terms of use unless the context otherwise requires

Authorised User means the employees, agents and independent contractors of you who are authorised by you to be supplied Authorised User Logins and access and use Services.

Authorised User Logins means the unique username and password issued or otherwise assigned by us to you or your Authorised Users for access to and use of the Services.