Effective from 1st June 2018.
“You” or “Your” means, except where otherwise stated or to the extent the context does not permit, the individual who accepts these Terms (and/or any Additional Terms) and any company or other legal entity on whose behalf that individual is accepting these Terms (and/or any Additional Terms).
“Colladium”, “we” or “our” means either:
- Colladium Australia Pty Ltd (ABN 13 627 140 283 of Level 3, 488 Bourke St, Melbourne, Victoria, Australia 3000, if Your specified billing address (or if there is no billing address specified, your selected organisation place of residence) is in Australia or New Zealand (“Australasia”); or
- Colladium Pte Ltd of 4 Battery Road, Bank of China Building #25-01, Singapore 049908, if Your specified billing address (or if there is no billing address specified, your selected organisation place of residence) is in any country in the world other than those in Australasia.
Colladium may provide additional services to You from time to time (which will comprise Services under these Terms) and may require that You comply with additional terms or product requirements in relation to those Services (“Additional Terms“). Any Additional Terms will become part of Your agreement with us (and so, part of these Terms):
- If You use or select the relevant additional Services; or
- If the additional Services are automatically part of the Services unless You opt out of them (through the opt-out functionality we provide),
provided that we have made those Additional Terms available to You for Your review at the time of Your selection/ Colladium registration.
1. General terms
You are responsible for Your use of the Services, for any Content You post to the Services, and for any consequences thereof. The Content You submit, post, or display may be able to be viewed by other users of the Services and through third party services and websites. You may change the access settings of some Content You post. You should only provide Content that You are comfortable sharing with others in accordance with these Terms.
You may use our Services only as permitted by law. We may suspend or stop providing our Services to You if You do not comply with these Terms or our policies or if we suspect Your involvement in any misconduct in relation to the Services.
All intellectual property rights in the Services and the technology used to provide them are owned by us and will not be transferred to You under these Terms. You may not use Content from our Services unless You obtain permission from its owner or are otherwise permitted by law.
In connection with Your use of the Services, we may send You notifications, promotional material, service announcements, administrative messages, and other information. You may opt out of some of those communications (using the link in those communications).
2. Passwords and log-in information
When You register to use the Services, You will choose or be provided with a logon name and password to enable You to use the Services. You undertake not to disclose the password to any third party and to take all reasonable measures to prevent disclosure of the password to any third party.
We encourage You to use strong passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) to access Your account. If You learn of any unauthorised use of Your password or log-in details, please contact the Colladium Help Desk immediately. Colladium cannot control, and will not be liable for, any loss or damage arising from Your failure to comply with these requirements. You are responsible for any use of the Services by reference to Your account or password, even if that use occurs without Your permission.
3. Our Services
You are permitted to use the Services and any Content available from that use only for Your own business purposes, in the manner permitted by these Terms. You may not copy, reproduce, modify, distribute, sell, or lease any part of our Services or any Content, nor may You reverse engineer or attempt to extract the source code of any software used to provide the Service, unless You have our prior written permission.
Colladium is only acting as a platform to facilitate transactions between users to offer, sell and buy certain goods or services. Colladium is not directly involved in the transaction between buyers and sellers. As a result, Colladium has no control over the quality, safety, morality or legality of any aspect of the items or services listed, the truth or accuracy of the listings, the ability of the sellers to sell items or services, or the ability of buyers to pay for items or services. We do not pre-screen users or the Content or information provided by users. Colladium cannot ensure that a buyer or seller will actually complete a transaction and does not warrant that they will do so, or accept any responsibility for them failing to do so. Some users may have their own terms and conditions that apply to the purchase of their goods or services, and parties to a transaction may be bound by those terms and conditions. Those terms and conditions are outside the scope of these Terms and are in no way related to Colladium. Parties to a transaction should satisfy themselves of any such terms and conditions independently.
Under no circumstances will Colladium and its affiliates, officers, agents, and employees (“Personnel”) be liable to You for any payments, compensation or consideration of any kind with respect to any transactions between You and other users.
Our Services allow users to upload, submit, store, send or receive Content.
You retain ownership in any intellectual property rights that You hold in any Content that You already own and upload, submit or post to, or store on, the Service (“Your Content”), and other users retain their ownership in any intellectual property rights they hold in any Content that is contributed by them. Any use of Content or materials by You, or reliance by You on Content or materials that have been posted by another user, is at Your own risk.
By submitting, posting or displaying Your Content on or through the Services, You grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, transmit, display, communicate, publish, publicly perform, publicly display and distribute such Content in any and all media or distribution methods (now known or later developed) to the extent required for us to provide the Services or to exercise our rights under these Terms.
We do not endorse, support, represent, warrant or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or any opinions expressed via the Services. You understand that, by using the Services, You may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabelled or are otherwise deceptive. To the extent permitted by law, Colladium will not be liable in any way for any Content, including, but not limited to, 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, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
Our automated systems analyse Your activity and Content (including In-mails) to provide You personally relevant information such as product features, customised search results and tailored advertising.
We may also collect Your personal information so we can market services to You, which may be targeted to the Content or information on the Services, queries made by You through the Services, or other information. The types and extent of advertising by Colladium on the Services are subject to change. In consideration for Colladium granting You access to and use of the Services, You agree that Colladium and its third party providers and partners may:
- send You such communications (including by SMS and email);
- place such advertising on the Services; or
- advertise to You in connection with the display of Content or information from the Services whether submitted by You or others.
6. Colladium rights
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Colladium. Nothing in these Terms gives You a right to use the Colladium name or any of the Colladium trademarks, logos, domain names, and other distinctive brand features in any way. The intellectual property rights in any feedback, comments, or suggestions You may provide regarding Colladium or the Services are given on an entirely voluntary basis and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to You. The intellectual property rights in any such feedback, comments or suggestions will be assigned from You to us at the time of submission.
7. Restrictions on Content and use of the Services
We reserve the right at all times, but are under no obligation, to:
- remove or refuse to distribute any Content via the Services;
- suspend or terminate users; or
- reclaim usernames,
without incurring any liability to You.
We also reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to:
- satisfy any applicable law, regulation, legal process or governmental request;
- enforce these Terms, including investigation of potential violations of these Terms;
- detect, prevent, or otherwise address fraud, security or technical issues;
- respond to user support requests; or
- protect the rights, property or safety of Colladium, its users and the public.
You may not do any of the following while accessing or using the Services:
- access, tamper with, or use non-public areas of the Services, Colladium systems, or the technical delivery systems of Colladium’s providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search, or attempt to access or search, the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Colladium (and only pursuant to these Terms), unless You have been expressly authorised to do so in a separate agreement with Colladium;
- forge any TCP/IP packet header or any part of the header information in any email, message or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or
- interfere with, disrupt, or attempt to interfere or disrupt the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
8. Intellectual property rights infringement
We may terminate accounts of users who infringe, or who we have reasonable grounds to suspect infringe, intellectual property rights of others in connection with the Services.
If You think somebody is infringing Your intellectual property rights and want to notify us, You can contact our Help Desk. We reserve the right to remove any of Your Content that infringes, or is alleged to infringe, someone else’s intellectual property rights:
- at our sole discretion;
- without prior notice to You; and
- without incurring any liability to You.
9. Modifying or terminating our Services
The Services that Colladium provides are always evolving and the form and nature of those Services may change from time to time without prior notice to You, where reasonably necessary (including as a result of actual or potential breach of security).
We may add or remove functionalities or features from time to time, and may suspend or stop providing a Service altogether. Where reasonably necessary to do so, we will use reasonable efforts to provide reasonable notice where practicable in the circumstances. We do not warrant or represent that all Services will be available at all times.
You can stop using our Services at any time for any reason by deactivating Your account or discontinuing Your use of the Services. You do not need to specifically inform Colladium when You stop using the Services. If You stop using the Services without deactivating Your account, Your account may be deactivated after a period of prolonged inactivity (24 months of continuous inactivity will be taken to be prolonged inactivity for this purpose)..
You should take reasonable steps to protect Your Content held or contained within the Services. All Content in a Service may be deleted on termination or discontinuance of that Service. Where commercially reasonable to do so, we will give You advance notice in order for You to remove or take copies of Your Content from such a Service prior to the discontinuance of that Service.
We provide our Services using a commercially reasonable level of skill and care, however we do not warrant the delivery of our services or agree to providing You with any minimum level of service provision in relation to our Services.
10.1 Services are provided “AS IS”
YOUR ACCESS TO AND USE OF THE SERVICES OR ANY CONTENT IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY LAW AND OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER COLLADIUM NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY REPRESENTATIONS ABOUT THE SERVICES. WE PROVIDE THE SERVICES “AS IS” AND ON AN “AS AVAILABLE” BASIS.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES AND GUARANTEES, SUCH AS THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL SUCH WARRANTIES AND GUARANTEES.
WITHOUT LIMITING THE FOREGOING, COLLADIUM MAKES NO WARRANTY AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR:
- THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RESPECTIVE COMPLETENESS, ACCURACY, AVAILABILITY, FREEDOM FROM ERRORS, TIMELINESS, SECURITY, RELIABILITY OR ABILITY TO MEET YOUR NEEDS;
- ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT;
- THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES.
TO THE EXTENT PERMITTED BY LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COLLADIUM OR THROUGH THE SERVICES, WILL CREATE ANY EXPRESS OR IMPLIED WARRANTY OR GUARANTEE.
The Services may contain links to third-party websites or resources. You acknowledge and agree that Colladium is not responsible or liable for:
- the availability or accuracy of such websites or resources; or
- the content, products, or services on or available from such websites or resources.
Links to such websites or resources do not imply any endorsement by Colladium of such websites or resources or the content, products, or services available from such websites or resources, and the privacy policies of the operators of those websites apply to any information you upload to them. You accept sole responsibility for, and assume all risk arising from, Your use of any such websites or resources.
10.3 Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) COLLADIUM, AND COLLADIUM’S SUPPLIERS AND DISTRIBUTORS FROM TIME TO TIME, EXCLUDE ALL LIABILITY THAT MAY ARISE AS A RESULT OF OR IN CONNECTION WITH THE USE OF THE SERVICES; (B) COLLADIUM AND COLLADIUM’S SUPPLIERS AND DISTRIBUTORS WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, USE OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
WHERE LIABILITY CANNOT BE EXCLUDED, THE TOTAL LIABILITY OF COLLADIUM, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES AND GUARANTEES, IS LIMITED TO, AT OUR OPTION, THE RESUPPLY OF THE SERVICES OR (WHERE APPLICABLE) REPAIR OR REPLACEMENT OR PAYMENT OF THE COST OF HAVING THE SERVICES RESUPPLIED, REPAIRED OR REPLACED, OR OTHERWISE TO THE EXTENT PROVIDED FOR BY RELEVANT LAW.
THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET OUT IN THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT COLLADIUM HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. Your warranties
You warrant that:
- Your registration and logon details are correct and You will maintain their currency by updating them through the online registration facility;
- You will not change, modify, delete, interfere with or otherwise deal with any third party’s Content other than as permitted in accordance with these Terms;
- all material uploaded, displayed or transmitted by You in connection with Your use of the Services (including Content) will not be false, offensive, defamatory, threatening, obscene, unlawful or infringe any third party’s rights (including without limitation their intellectual property rights);
- You will not use the Services in a way which disrupts, interferes with or restricts the use of the Services by any third party or otherwise contravenes any applicable laws (including without limitation, laws relating to privacy) or otherwise than as contemplated by these Terms;
- You are solely responsible for maintaining the confidentiality and security of Your password(s) and You will be responsible for any loss or damages arising (directly or indirectly) as a result of Your failure to do so;
- You will not do anything which is inconsistent with our rights in the Services or under these Terms, including without limitation removing any trade marks, copyright or other proprietary notices contained in or appearing on any material You download from the Services (including Content); and
- You will not do any other thing in connection with the Services which is not expressly authorised by these Terms.
You agree to indemnify and hold harmless Colladium and its affiliates (including their respective officers, agents and employees (“Personnel”)) and any other user of the Services from any claim, action, loss, damage, cost or expense (together “Loss”) arising from or related to:
- any other Service user’s use of Your Content, to the extent that Your Content caused the Loss;
- Your dealings with other users of the Services;
- Your use of the Services (except to the extent the Loss was caused by our negligence or wilful misconduct or the negligence or wilful misconduct of another user in respect of Content it has provided to You); or
- Your violation of these Terms.
12. Waiver and severability
The failure of Colladium to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable in a particular jurisdiction, then that provision will be limited or eliminated to the minimum extent necessary in the relevant jurisdiction only, and the remaining provisions of these Terms will remain in full force and effect. Any severance of a provision in a jurisdiction does not affect the validity or enforceability of that provision in any other jurisdiction.
If You purchase any services that we offer for a fee, either on a one-time, usage or subscription basis (“Premium Services”), You agree:
- to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes;
- to reimburse us for all collection costs and interest for any overdue amounts; and
- to Colladium passing on Your payment information to its payments processor. The payments processor may store this information in a secure manner.
Failure to pay may result in the termination of Your Premium Services.
Depending on where You transact with us, the type of payment method used and where Your payment method was issued, Your transaction with us may be subject to foreign exchange fees or differences in prices, including due to currency exchange rates (and You bear any exchange rate risk).
Colladium does not support all payment methods, currencies or locations for payment. If the payment method You use with us, such as a credit card, reaches its expiration date and You do not edit Your payment method information, cancel Your account or cease using the Premium Services, You authorise us to continue billing the payment method You have previously provided us and You remain responsible for any uncollected amounts, including any interest that is payable on any overdue amounts.
When You purchase a subscription, Your obligation to pay fees continues through the end of the subscription period during which You cancel Your subscription. All applicable taxes are calculated based on the billing information You provide to us at the time of purchase. To the extent permitted by law, we do not guarantee refunds for lack of usage or dissatisfaction. You also acknowledge that Colladium’s Premium Services are subject to these Terms and any Additional Terms related to the provision of the Premium Service.
14. Automatic renewal
If You purchase any Premium Service available on a subscription basis and You have elected to have it renew automatically, You authorise Colladium to automatically renew Your subscription for the applicable additional term and charge You the applicable subscription fees at the then applicable rate (including any relevant tax or duty) via Your chosen payment method. You may change Your auto-renewal preferences or cancel Your subscription at any time before the end of the applicable billing cycle by accessing Your Colladium account. Any such cancellation will apply from the end of the then current billing cycle. Colladium may deactivate Your subscription without prior notice to You if we are unable to process the renewal payment via Your chosen payment method. If You choose to cancel Your subscription within 7 days after the renewal is processed, You will be entitled to a refund of the fees paid in respect of that renewal. Should You choose to cancel Your subscription later than 7 days after the renewal is processed, all fees will be non-refundable and Your subscription will continue until the end of Your then current subscription term.
Subject to the refund option noted in paragraph 14 above, and to the extent permitted by law, all payments made to us are final and non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. Any refund or credit does not affect any other rights or remedies that may apply.
16. Governing law and jurisdiction
These Terms and any action related thereto will be governed by:
- if Your billing address is in Australasia (or if there is no billing address specified), the laws of Victoria, Australia; or
- if Your specified billing address is outside Australasia, the laws of Singapore,
without regard to or application of its conflict of law provisions or those of Your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in the relevant jurisdiction noted in points (a) and (b) above, and You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If You have any questions about these Terms, or would like to contact our Help Desk, please contact us at:
If Your organisation resides in Australia or New Zealand:
Colladium Australia Pty Ltd
Level 3, 488 Bourke St, Melbourne, Victoria, Australia 3000
If Your organisation resides anywhere else:
Colladium Pte Ltd
4 Battery Road, Bank of China Building #25-01, Singapore 049908
18. These Terms
We may modify these Terms (including any Additional Terms that apply to a Service) from time to time, including, for example, to reflect changes to the law or changes to our Services. The most up to date version of these Terms will be available at www.colladium.com/terms-of-use/. Changes addressing new functions for a Service or changes made for legal reasons will be effective immediately upon notice to You of those revised terms (including by emailing You or posting the change on our website). If You do not agree to the modified terms for a Service, You should discontinue Your use of that Service. By continuing to access or use the affected Service after we have notified You of the change in Terms applying to that Service, You agree to be bound by the revised Terms. The current version of these Terms constitutes the entire agreement between You and Colladium with respect to the Services and supersedes all prior agreements, communications, representations and understandings related to the Services.
If there is a conflict between clauses 1 to 18 of these Terms and any Additional Terms, the Additional Terms will apply to the extent of any inconsistency, but solely in respect of the additional Services to which they relate.
These Terms control the relationship between Colladium and You; they do not, nor do they intend to, create any third party beneficiary rights.