User Terms and Conditions
SNAPINSIGHT SUBSCRIPTION AGREEMENT
The Agreement between Ceade Pty Ltd, ABN 11 664 580 116 trading as SnapInsight (SnapInsight) and the customer who has purchased a subscription on SnapInsight's website (Customer) regarding the Customer's use of SnapInsight's AI model consists of these Terms and Conditions plus the Documentation and any other documents incorporated by reference. In the event of any inconsistency or ambiguity between the documents referred to above, the Terms and Conditions will be given precedence to the extent of such inconsistency.
TERMS AND CONDITIONS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday when banks in Victoria, Australia, are open for business.
Confidential Information: any information that is proprietary or confidential by its nature or is clearly labelled as such.
Customer: the customer who has completed the online application and User Credentials for the Services.
Customer Data: the User Credentials, and any data inputted by the Customer as part of a Transaction. To avoid doubt, the Outputs are not Customer Data.
Documentation: the documentation made available to the Customer by SnapInsight from time to time via SnapInsight's website which sets out a description of the Services and the user instructions for the Services, which may be updated by SnapInsight from time to time.
Effective Date: the date that SnapInsight makes the Service available to the Customer.
Fees: the Subscription Fees and any other fees and charges payable by the Customer to SnapInsight.
Model: the AI-based model owned by or licensed to SnapInsight, which is used to generate Outputs for each Transaction. Non-excludable provision: has the meaning given to it in clause 10.4.
Output: the result of a Transaction.
Personal Information: has the meaning given to that term in the Privacy Laws.
Privacy Laws: all privacy and data protection laws and regulations relating to or impacting on the handling, processing and/or privacy of Personal Information which apply to SnapInsight and/or a Customer, including the Privacy Act 1988 (Cth), and Spam Act 2003 (Cth), in each case as such laws may be amended, repealed or superseded from time to time.
Services: the subscription services provided by SnapInsight to the Customer pursuant to which the Customer gets access to the Model, as more particularly described in the Documentation.
Subscription Fees: the subscription fees payable by the Customer to SnapInsight for use of the Model up to the Transaction Limit, as set out on SnapInsight's website for the relevant Subscription Plan. Subscription Period: has the meaning given to it in clause 11.1.
Subscription Plan: means the subscription plan offered by SnapInsight from time to time and selected by the Customer.
Term: the aggregate of each Subscription Period during which the Customer elects to receive the Services. Terms and Conditions: means clauses 1 to 16 of this document.
Transaction: a query which the Customer submits to the Model.
Transaction Limit: the number of Transactions which may be performed during each Subscription Period by the Customer, as set out on SnapInsight's website for the relevant Subscription Plan.
User Credentials: the information submitted by the Customer, including full name, address and other information requested in order to access the Services.
1.2 Unless the context otherwise requires, words in the singular will include the plural and words in the plural will include the singular.
2. SERVICES
2.1 Subject to the Customer paying the Subscriptions Fees, the restrictions set out in clause 3 and the other terms and conditions of this Agreement, SnapInsight grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services, the Outputs and the Documentation during the Term solely for the Customer's own use.
2.2 Subject to the terms of this Agreement, SnapInsight will, during the Term, provide the Services to the Customer such that the Customer is able to submit Transactions and receive Outputs.
2.3 SnapInsight will, as part of the Services and in consideration of the Subscription Fees, provide the Customer with SnapInsight's standard support services in respect of the Model.
3. USAGE RIGHTS AND LIMITATIONS
3.1 The Customer acknowledges and agrees that:
3.1.1 the Transaction Limit defines the maximum number of Transactions which may be submitted by it during each Subscription Period in consideration for the Subscription Fees; and
3.1.2 the Customer may change the Transaction Limit at any time. The Subscription Fees will be adjusted accordingly on a pro rata basis for the current Subscription Period, and for each following Subscription Period.
3.2 The Customer must not use the Services to access, store, distribute or transmit any viruses, or allows any denial of service attacks, and SnapInsight reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause 3.2.
3.3 The Customer must not:
3.3.1 except as may be allowed by any applicable law:
3.3.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, the Model and/or Documentation (as applicable) in any form or media or by any means; or
3.3.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services or the Model;
3.3.2 access all or any part of the Services, the Model or the Documentation in order to build a product or service which competes with the Services, the Model and/or the Documentation; or
3.3.3 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Services, the Outputs and/or Documentation available to any third party.
3.4 The Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify SnapInsight.
4. DATA AND PROPRIETARY RIGHTS
4.1 The Customer will own all right, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
4.2 The Customer grants SnapInsight a perpetual licence to access, use and otherwise exploit the Customer Data for the purpose of:
4.2.1 providing the Services and otherwise exercising its rights under this Agreement; and
4.2.2 (other than in respect of User Credentials) improving its products and services, including further training of the Model.
4.3 SnapInsight owns all right, title and interest in and to the Outputs and any other data generated by the Services (together, the SnapInsight Data).
4.4 SnapInsight grants the Customer a licence to access the SnapInsight Data solely for the Customer's business purposes. The Customer's right to use the SnapInsight Data does not include the right to sub-licence it, nor to sell or otherwise exploit it, nor to combine it with other data sources.
4.5 The Customer agrees that SnapInsight and/or its licensors own all intellectual property rights in the Services, the Model, the SnapInsight Data and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Model, SnapInsight Data or the Documentation.
4.6 SnapInsight confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
4.7 SnapInsight will take reasonable steps to protect Customer Data from unauthorised access, processing, disclosure or loss.
4.8 Customer acknowledges that SnapInsight uses third party service providers to provide storage and hosting services in connection with the Services, which involves the processing and storage of Customer Data (including User Credentials). As at the Effective Date, such third party is Microsoft, whose privacy policy is available at https://privacy.microsoft.com/en-us/.
5. SNAPINSIGHT'S OBLIGATIONS
5.1 The Services will be provided substantially in accordance with the Documentation, except to the extent of any non-conformance which is caused by use of the Services contrary to SnapInsight's instructions, or modification or alteration of the Services by any party other than SnapInsight (or persons duly authorised by SnapInsight).
5.2 If the Services do not conform with the foregoing undertaking, SnapInsight will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. To the extent permitted by law (and subject to any non-excludable provisions), such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
5.3 To the extent permitted by law (and subject to any non-excludable provisions), SnapInsight:
5.3.1 does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, or that the Services, Outputs, Documentation and/or other information obtained by the Customer through the Services will meet the Customer’s requirements; and
5.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer agrees that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. CUSTOMER’S OBLIGATIONS
The Customer must:
6.1 provide SnapInsight with all necessary co-operation in relation to this Agreement, and all necessary access to information as may be required in order to provide the Services;
6.2 comply with all applicable laws and regulations with respect to its activities under this Agreement, including Privacy Laws;
6.3 obtain and maintain all necessary licences, consents, and permissions necessary for SnapInsight to perform its obligations under this Agreement, including those required by Privacy Laws;
6.4 ensure that its network and systems comply with the relevant specifications provided by SnapInsight from time to time; and
6.5 be solely responsible for procuring and maintaining its network connections, notably the internet connection, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet.
7. FEES
7.1 In order to access the Service, the Customer will pay the Fees to SnapInsight in accordance with this clause 7.
7.2 The Subscription Fees will be charged to the Customer's nominated payment method at the start of each Subscription Period (Payment Date). In some cases, the Payment Date may change if payment of the Subscription Fees has not been successfully completed or the Transaction Limit is changed.
7.3 The Customer may update its nominated payment method. SnapInsight may change the available Transaction Limits and Subscription Fees from time to time. Any changes will apply no earlier than 30 days following the date on which notice is provided to the Customer. If the Customer does not wish to accept the changes to the Transaction Limits or Subscription Fees, it may cancel the Services by cancelling payment of the Subscription Fees.
7.4 All amounts and fees stated or referred to in this Agreement:
7.4.1 will be payable in Australian Dollars; and 7.4.2 are, subject to clause 9.2, non-cancellable and non-refundable. 7.5 Words and expressions used in this clause 7.6 which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (GST Act) have the same meaning in this clause as in the GST Act. Unless expressly stated otherwise, all consideration to be provided under this Agreement is expressed exclusive of GST. If GST is payable on any supply made under this Agreement, for consideration that is not expressly stated to include GST, the recipient will, upon receiving a tax invoice from the supplier, pay to the supplier an amount equal to the GST payable on the supply. Where a party is required under this Agreement to indemnify, pay or reimburse an expense or outgoing of another party (Payee), the amount to be indemnified, paid or reimbursed will be reduced by an amount equal to any input tax credits in respect of the indemnity, expense or outgoing to which the Payee (or the representative member of a GST group of which the Payee is a member) is entitled.
8. CONFIDENTIALITY
8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information will not be deemed to include information that:
8.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
8.1.2 was in the other party’s lawful possession before the disclosure;
8.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
8.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence. 8.2 Subject to clause 8.3, each party must hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
8.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
8.4 Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
8.5 SnapInsight agrees that User Credentials are the Confidential Information of the Customer.
8.6 The Customer agrees that details of the Services and the Model, the results of any performance tests of the Services are the Confidential Information of SnapInsight.
8.7 No party will make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 8.8 This clause 8 will survive termination of this Agreement, however arising.
9. INDEMNITY
9.1 SnapInsight will defend the Customer against any claim that the Services infringe any copyright or trade mark effective as of the Effective Date, and will indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
9.1.1 SnapInsight is given prompt notice of any such claim;
9.1.2 the Customer provides all reasonable co-operation to SnapInsight in the defence and settlement of such claim; and
9.1.3 SnapInsight is given sole authority to defend or settle the claim.
9.2 In the defence or settlement of any claim, SnapInsight may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement immediately on notice to the Customer and refund the Customer any Subscription Fees for the unexpired Term as at the date of termination without any additional liability or costs to the Customer.
9.3 In no event will SnapInsight, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
9.3.1 a modification of the Services by anyone other than SnapInsight;
9.3.2 the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by SnapInsight; or
9.3.3 the Customer’s use of the Services after notice of the alleged or actual infringement from SnapInsight or any appropriate authority. 9.4 The remedies under this clause 9, constitute the Customer’s sole and exclusive rights and remedies, and SnapInsight's (including SnapInsight's employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any copyright or trade mark.
10. LIABILITY
10.1 Nothing in this Agreement excludes SnapInsight's liability for:
10.1.1 death or personal injury caused by a negligent act or omission of SnapInsight; or
10.1.2 fraud or fraudulent misrepresentation.
10.2 To the extent permitted by law (and subject to any non-excludable provisions), except as expressly and specifically provided in this Agreement:
10.2.1 the Customer assumes sole responsibility for, and SnapInsight will have no liability to the Customer for any loss or damage arising in connection with, any use of the Outputs by the Customer, and for acts or omissions made or conclusions drawn from such use;
10.2.2 SnapInsight will have no liability for any loss or damage caused by errors or omissions in any information, instructions or scripts provided to SnapInsight by the Customer in connection with the Services, or any actions taken by SnapInsight at the Customer’s direction;
10.2.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
10.2.4 the Services, the Model, Outputs and the Documentation are provided to the Customer on an “as is” basis. 10.3 Subject to clauses 10.1 and 10.2:
10.3.1 SnapInsight will not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and 10.3.2 SnapInsight's total aggregate liability in contract (including in respect of the indemnity at clause 9.1), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in out of or in connection with this Agreement will be limited to the annual Subscription Fees paid by the Customer.
10.4 If any warranty, guarantee, condition or term is implied or imposed by any applicable law and cannot be excluded (a non-excludable provision), and SnapInsight is able to limit the Customer's for a breach of the non-excludable provision, then SnapInsight's liability for breach of the non-excludable provision is limited exclusively (so far as applicable laws do not prohibit) to, at SnapInsight's option:
10.4.1 in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again; and
10.4.2 in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired.
11. TERM AND TERMINATION
11.1 The Term will, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and will continue for successive periods as set out in the relevant Subscription Plan purchased by the Customer (each a Subscription Period), unless:
11.1.1 either party notifies the other party of termination, in writing, prior to the start of the next Subscription Period, in which case this Agreement will terminate upon the expiry of the applicable Subscription Period; or
11.1.2 otherwise terminated in accordance with the provisions of this Agreement.
11.2 The Customer will be responsible for payment of the Subscription Fees at all times during the Term, including on each occasion that the Subscription Period renews pursuant to clause 11.1.
11.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:
11.3.1 fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
11.3.2 commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
11.3.3 repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
11.3.4 to the extent applicable, is bankrupt, has a liquidator being appointed in respect of it or ceases, or indicates that it is about to cease, carrying on business.
11.4 On termination of this Agreement for any reason:
11.4.1 all licences granted under this Agreement will immediately terminate and the Customer will immediately cease all use of the Services and the Documentation; and
11.4.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination will not be affected or prejudiced.
12. SUSPENSION
12.1 Without prejudice to any other right or remedy that SnapInsight may have, SnapInsight may suspend the Services at any time immediately by giving notice to the Customer:
12.1.1 for any actual or alleged breach of this Agreement by the Customer;
12.1.2 if the Customer's payment method is declined or unavailable; or
12.1.3 if SnapInsight considers that suspension is reasonably required to protect the security, confidentiality or
integrity of the services provided by SnapInsight to any of its customers or the data of SnapInsight or any of its customers. 12.2 If the Services are suspended in accordance with clause 12.1.2, SnapInsight will reinstate the Services upon payment of the Subscription Fees by the Customer.
13. FORCE MAJEURE
SnapInsight will have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SnapInsight or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
14. MISCELLANEOUS
14.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
14.2 Except as expressly provided in this Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14.3 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 14.3 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
14.5 The Customer will not, without the prior written consent of SnapInsight, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. SnapInsight may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
14.6 This Agreement may be executed in any number of counterparts, and by the parties as separate counterparts, but will not be effective until each party has executed at least one counterpart. Each counterpart will constitute an original of this Agreement, but all the counterparts will together constitute one and the same agreement.
15. NOTICES
15.1 Any notice required to be given under this Agreement will be in writing and will be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out on the website (in the case of SnapInsight) or as provided in the User Credentials (in the case of the Customer) , or such other address as may have been notified by that party for such purposes.
15.2 A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post.
16. LAW AND JURISDICTION
16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of Victoria, Australia and each party irrevocably agrees that the courts of Victoria, Australia, will have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Updated: 11/12/24
