In these Terms of Service, “you” means the entity described in paragraph 15, “ChatterPTT application” is as described in paragraph 2.1 and “ChatterPTT” means the business operated under that name by Logic Unlimited Pty Ltd ACN 169 301 553.
1. Effect of Signature
1.1 By signing these Terms of Service, you:
(a) acknowledge that you have read and understood them;
(b) agree to be bound by them;
(c) represent and warrant under any applicable law that you are permitted to be bound by them; and
(d) covenant that you will provide each individual user on your account with a copy of these Terms of Service and require him or her to agree in writing to be bound by them before you provide him or her with the details required to download and use the ChatterPTT application.
1.2 If you do not agree to be bound by these Terms of Service, or cannot give the required covenant with respect to each user, do not sign these Terms of Service and do not use the ChatterPTT application.
2. Description of Service
2.1 The ChatterPTT application is a multi-platform, push to talk tool that aims to improve communication flows within businesses. Through it, you are able to instantly send and receive secure text and audio communications between compatible devices that have downloaded, and are running, the ChatterPTT application, either on a one-to-one basis or in groups of users. You will also have the benefit of GPS, voice recording technologies and a priority call function for emergency business situations where you require instant communication to one or more team members.
3. Licence Terms
3.1 The ChatterPTT application and the services provided through it are licensed to you for a 12 month term and are not sold to you. Your licence is limited to the use of the ChatterPTT application in accordance with these Terms of Service. Your licence is limited, non-exclusive, non-transferable and cannot be sublicenced.
3.2 ChatterPTT owns and continues to own all rights, title and interest in the ChatterPTT application and all associated intellectual property (including, but not limited to, the design of the ChatterPTT application, its features, trademarks and logos and any ChatterPTT-generated texts and scripts).
3.3 You agree not to challenge ChatterPTT’s intellectual property rights in respect of the ChatterPTT application and must immediately notify ChatterPTT in writing of any actual, anticipated or suspected infringements of ChatterPTT’s intellectual property rights that come to your attention. ChatterPTT may, in its sole discretion, choose to commence court proceedings for any infringement of its intellectual property rights and you agree to provide all reasonably necessary assistance in relation to such proceedings.
4. Prohibited Uses
4.1 You must not and will not allow any third party to:
(a) copy, reverse engineer, modify, rent, lease, sublicence, attempt to improve, create derivative works of or otherwise attempt to discover any coding behind the ChatterPTT application; or
(b) use the ChatterPTT application otherwise than in accordance with instructions provided by ChatterPTT; or
4.2 attempt to make monetary profit from the use of the ChatterPTT application without the express written permission of ChatterPTT.
5. Services Period and Fees
5.1 Your contract with ChatterPTT is for a fixed term of 12 months.
5.2 Either you may prepay the service fee for your use of the ChatterPTT application for the full 12 month term in advance or pay the service fee in equal monthly instalments. The amount of the service fee will depend on the number of individual users that may download and access the ChatterPTT application.
5.3 ChatterPTT prefers, if the service fee is being paid monthly, that it be paid by way of a direct debit transfer. This can be arranged when you first sign up for a customer account with ChatterPTT, online through the ChatterPTT website or by phone through ChatterPTT sales representatives. Other payment options may be negotiated on request.
5.4 In the event that monthly instalments of the service fee are in arrears by more than 60 days, ChatterPTT reserves the right to immediately terminate the contract without notice to you by ceasing to provide the service.
6. Service Updates, Modification, Suspension and Termination
6.1 ChatterPTT may periodically update the ChatterPTT application and notify users when it is ready to install. You must ensure that all users promptly download and install all updates.
6.2ChatterPTT reserves the right to change, suspend or terminate either the whole or certain parts of the ChatterPTT application. ChatterPTT will use its best endeavours to provide you with 30 days’ written notice of any suspension or termination of any feature of the ChatterPTT application. ChatterPTT is not liable to you or any third party for any change to, or suspension or termination of, any features of the ChatterPTT application.
7. Contract Termination
7.1 Either party may terminate your contract with ChatterPTT at the end of any 12 month term by providing written notice of its intention to do so to the other party at the address shown on the Customer Connection Form, or any new address notified in writing, no less than 30 days before the end of the then current 12 month term. If no such notice is provided by either party, the contract will automatically renew for a further 12 month term.
7.2 If you wish to terminate your contract prior to the end of any 12 month term, the service fee for the full 12 month term will remain payable, unless otherwise agreed.
8.1 To the maximum extent permitted by law, ChatterPTT makes no warranties in respect of the operation of the ChatterPTT application or its suitability for any purpose.
8.2 You are solely responsible for the supply of hardware and compatible devices for the ChatterPTT application to run on. You are also solely responsible for securing continued access to any telecommunications services that the ChatterPTT application requires to operate. This responsibility exists whether those services are delivered through a public cellular network, a private wireless network or by any other method. Chatter PTT is not responsible for any defects in, or interruptions to, your use of the ChatterPTT application or the misdelivery of content or other malfunction of the ChatterPTT application caused by problems with your telecommunications services. ChatterPTT accepts no responsibility for the security or privacy of messages sent through the ChatterPTT application.
8.3 In all cases, to the fullest extent permitted by law, the total liability of ChatterPTT is limited to either supplying the services again or the cost of providing the services again, at the election of ChatterPTT.
8.4 Subject to paragraph 8.5, ChatterPTT will not be liable for any loss or damage of any kind arising as a result of your use of the ChatterPTT application however caused or suffered by you or any third party. Without limiting the foregoing, ChatterPTT will not be liable in any circumstances for economic or consequential loss.
8.5 To the extent that specific legislation provides implied warranties in your favour that cannot be excluded by contract, then the liability of ChatterPTT is excluded and limited to the fullest extent possible.
9. Suspension and Termination of User Accounts
9.1 ChatterPTT gives customers the right to suspend user accounts for the purpose of internal management for up to 3 months. Any suspension of payment must be agreed with ChatterPTT in advance in writing.
9.2 Subject to clause 7, ChatterPTT will suspend user accounts on receipt of a written customer request to do so.
10. User Communications
10.1 ChatterPTT does not monitor or check the content of communications that take place on the ChatterPTT application and is not responsible in any way whatsoever for the content of user communications.
10.2 Users may be exposed to offensive, indecent, objectionable or defamatory communications or communications that infringe intellectual property rights. You agree to waive, and do waive, any legal or equitable rights that may arise against ChatterPTT in your favour in relation to such communications.
10.3 You hereby indemnify ChatterPTT, along with all of its employees and officers against claims of any nature that are brought against ChatterPTT and relate to your use of the ChatterPTT application.
10.4 ChatterPTT reserves the right (but is under no obligation) to suspend or terminate accounts that have or are being used to transmit offensive, indecent, objectionable, infringing or defamatory communications.
12. Alteration of These Terms
12.1 ChatterPTT may alter or modify these Terms of Service to reflect changes in the law, business developments or for other similar reasons.
12.2 You will be notified of any alteration or modification after the change has taken place and you will be taken to accept them by continuing to use the service.
13. Choice of Law
Your licence and the relationship between you and ChatterPTT are governed by the laws of the state of Queensland, Australia.
By signing these Terms of Service, you unreservedly and irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales.
If any provision of these Terms of Service are found to be invalid by a court of law, then the court is to uphold the remainder and, to the extent that it is possible, seek to give effect to the intention of the parties represented by the invalid provision.