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Reputationaire Terms of Use

Welcome to Reputationaire - we are grateful you're here.

  1. Preliminaries
    1. By using the Service and browsing this website, you agree to comply with and be bound by these terms of use (Terms). If you do not agree to be bound by these Terms, you must stop using the Service immediately.
    2. Together with our privacy policy, and any commercial agreement that may be in place between you and Reputationaire, these Terms govern Reputationaire’s relationship with you.
    3. If a Commercial Agreement exists between you and Reputationaire, that document prevails over these Terms to the extent of any inconsistency.
    4. For the purposes of these Terms, User, Users, Client, Clients or you includes anyone who accesses the Service for any reason. Us, our, and we refer to Reputationaire.
  2. Definitions
    1. Client means a Paying Client or a Referred Client.
    2. Client Information means information provided to us by you during the provision of the Service, including but not limited to your Profiles and their content.
    3. Commercial Agreement means a ‘client contract’ between Contracting Businesses and Reputationaire.
    4. Contracting Business means a business which contracts with Reputationaire to request access to Reputation Vaults and enable nominated individuals to create a Reputation Vault pursuant to a separate commercial agreement that exists between Reputationaire and the Contracting Business.
    5. Fee means the upfront cost provided to us by you under clause 4 of these Terms.
    6. Paying Client means a person who uses the Service and is not a Referred Client or a Contracting Business.
    7. Profile means an online identity that has been established on a third party online service or website (e.g. Facebook, LinkedIn).
    8. Referred Client means a person who has been referred to create a Reputation Vault by a Contracting Business.
    9. Reputation Vault means the collation of your Profiles to create your online reputation.
    10. Reputationaire means , the organisation providing the Service to you.
    11. Service means the service provided to you by us under clause 3 of these Terms.
    12. User means a person who is not a Client who accesses the Service or has been provided one-time access to view a Reputation Vault.
  3. Service
    1. Clients may access the Service by providing Reputationaire with their email address and name (optional) which enables Clients to:
      1. collate Profile(s) into their Reputation Vault;
      2. reveal their Reputation Vault to Contracting Businesses, other Clients or to any other party of their choosing; or
      3. view Reputation Vaults to which they have been provided access.
    2. Users may only view Reputation Vaults to which they have been provided access.
    3. Clients may change their account details (name and email address) at any time by advising us in writing via email.
    4. There is no limit to the number of Profiles that Clients are able to attach to their Reputation Vault.
    5. A Client may be prompted by us, another Client or a Contracting Business directly, to reveal their Reputation Vault. It is at the Client’s discretion to decide which Profiles to reveal.
    6. Any party that the Client chooses to reveal their Reputation Vault to will receive a one-time access to a snapshot of the Client’s Reputation Vault.
    7. The Client may have the option of revealing their Reputation Vault to another Client, Contracting Business or other party in ‘transparent’ mode or ‘private’ mode.
      1. Transparent mode enables another Client, Contracting Business or other party to view the Profiles attached to the Client’s Reputation Vault via a direct link to that Profile.
      2. Private mode reveals only the key data to the other Client, Contracting Business or other party relevant to a specific Profile, and does not provide a link to that Profile.
    8. Referred Clients may be required by Contracting Businesses to reveal their Reputation Vault in a specified mode (i.e. in ‘transparent’ mode or ‘private’ mode).
    9. We, at our sole discretion, may provide Contracting Businesses with additional information, apart from raw profile data in circumstances where that information may further assist Contracting Businesses in assessing the suitability of their referred clients.
  4. Fee
    1. In consideration for access to the Service, Paying Clients and Users must pay a Fee to Reputationaire in the amount and via the method detailed in the attached Schedule of Fees to these Terms of Use and as updated from time to time.
    2. Referred Clients are not required to pay the Fee.
    3. Clients who use the Service are entitled to a refund in accordance with the following provisions:
      1. Referred Clients are not entitled to a refund.
      2. Paying Clients are entitled to a refund of the Fee paid where the Service:
        1. has a major defect; or
        2. does not meet the description of the Service provided by Reputationaire.
  5. Client responsibilities
    1. By using our Service you acknowledge and agree that:
      1. you are over the age of 16;
      2. the Profile(s) attached to your Reputation Vault are your Profiles, owned by you;
      3. your Client Information does not infringe on the rights of third parties, including their intellectual property rights;
      4. you are solely responsible for any activity occurring on your Reputation Vault, whether or not you authorise that activity. If you become aware of any unauthorised access to your Reputation Vault you should notify us immediately at: [insert email address];
      5. you are responsible for updating and maintaining the accuracy of the content linked from your Profile(s) to your Reputation Vault. We do not automatically update your Profile(s) once linked to your Reputation Vault, nor do we endorse the correctness of this content. Where you have updated Profile content, you are responsible for updating the Profile attached to your Reputation Vault and providing access to a new one-time snapshot as existing one-time snapshots do not automatically get updated with changes to your Reputation Vault. Where we intend to make changes to any part of this clause we shall provide you with 30 days’ prior written notice of the amendments prior to them becoming effective.
      6. you will use the Service for lawful purposes only;
      7. we may suspend or terminate your account if you breach any of these Terms;
      8. termination of your account does not affect:
        1. warranties and indemnities provided under these Terms; and
        2. any obligations of confidentiality under Reputationaire’s privacy policy; and
      9. you agree that you are not a Competitor and will not use or access the Service for the purpose of building a Competitive Product or for any other competitive purpose.
    2. For the purposes of clause 5.1.9 above:
      1. if you offer a similar service to the Service described in clause 3 of these Terms, whether for a fee or not, you are considered a competitor of Reputationaire (Competitor), and your product is considered a Competitive Product; and
      2. we expressly exclude and do not permit Competitors to download any documents or information from our website or obtain any such documents or information through a third party.
    3. Reputationaire reserves the right to deny any Competitor access to our website or the Service at our discretion.
  6. Amendment of Terms
    1. We reserve the right to change, modify, add to or remove these Terms at any time in accordance with this clause 6.
    2. If we make changes to these Terms, we will provide you with 30 days’ written notice of the amendments before they become effective.
    3. Subject to clause 5.1.5, if you do not accept the amended Terms, you may immediately cease to use the Services failing which you will be deemed to have accepted the amended Terms.
    4. Your use of the Service will be governed by the most recent Terms available on our website and we encourage you to review them periodically.
  7. Limitation of liability
    1. To the maximum extent permitted by law, in no event shall Reputationaire be liable for any direct or indirect loss, damage or expense, irrespective of the manner in which it occurs, whether in negligence or otherwise. This includes any loss or damage which may be suffered due to your use of the Service, the information or materials contained on it, and/or its inaccessibility.
    2. To the maximum extent permitted by law we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for any particular purpose.
    3. We do not warrant the following:
      1. that any documents or goods acquired by you as a result of your use of the Service will be free of errors;
      2. that defects will be corrected; or
      3. that our website or its server is free of viruses or any other harmful components.
    4. For the purposes of Schedule 2 of the Australian Consumer Law, in particular sections 64 and 64A of Part 3-2, Division 1, Subdivision A of the Competition and Consumer Act 2010 (Cth), Reputationaire’s liability for any breach of these Terms is limited to:
      1. the supply of the Service to you again; or
      2. the greater of $100 or any fees paid to Reputationaire under these Terms.
  8. Indemnity
    1. To the maximum extent permitted by law, you indemnify and hold us, our directors, officers, managers, employees, donors, agents, and licensors, harmless from and against all losses, expenses, damages and costs. This includes any legal fees incurred by us, or any other person, as a result of your breach of these Terms.
    2. We reserve the right to take over the exclusive defence of any claim for which we are entitled to indemnification under these Terms. In such circumstances, you will execute such documents and shall provide us with such cooperation as is reasonably requested.
  9. Third Party Resources
    1. We may publish links to websites, advertisements, and other services maintained by third parties while providing our Service to you (Third Party Resources).
    2. This is for your convenience only and does not necessarily imply sponsorship, endorsement, approval or arrangement between us and any owners of Third Party Resources.
    3. We are not responsible for Third Party Resources or the content appearing on or within them. This includes any information or advice provided to you by Third Party Resources.
    4. Trademarks displayed in conjunction with Third Party Resources are the property of their respective owners, and we do not purport to be the owner of those trade marks.
  10. Your privacy
    1. At Reputationaire, we are committed to protecting your privacy. We adhere to the Australian Privacy Principles and only use the information we collect about you to maximise the Service we provide to you. Please read our separate privacy policy carefully.
    2. Reputationaire does not and will not sell or deal in Client Information.
    3. We may however use, in a general sense and without reference to your name, your Client Information to:
      1. create marketing statistics;
      2. identify Client demands; or
      3. assist in meeting customer needs generally.
    4. In addition, we may use the information you provide to improve our website and Service.
  11. Intellectual property
    1. All intellectual property rights in the content, software, domain names and systems owned by or licensed to us, including logos, images, names, graphics, designs, trademarks, copyright and any other features of our brand are reserved to us and our licensors.
    2. You are not permitted to:
      1. remove, obscure or alter any copyright notices or trademarks you access; or
      2. reproduce and/or redistribute any documents, materials or information from our website for commercial use by a third party; or
      3. re-upload content from Reputationaire on any other website or electronic retrieval system.
    3. The following are exceptions to clause 11.2;
      1. You may print or download to a local hard disk part or all of your Reputation Vault for your personal and non-commercial use only.
      2. You may redistribute part or all of your Reputation Vault to individual third parties for their personal and non-commercial use, provided you acknowledge us as the source of the material.
    4. All original materials incorporated in or accessible through the Service (including the Profile or third party content) are protected by Australian and International copyright laws.
    5. The Client has full ownership of the information contained through the Service. Any disclosure of this information is prohibited unless the express consent of the Client has been obtained.
  12. Entire agreement
    1. Except where otherwise provided, these Terms represent the entire agreement between you and Reputationaire concerning your use and access to our website and the information contained therein, and supersede any prior agreement between the parties.
    2. No other term is to be included in this agreement except where it is required by any legislation of the Commonwealth or any State or Territory.
    3. All implied terms except those implied by statute and which cannot be expressly excluded are hereby expressly excluded.
  13. Severability
    1. If any provision of these Terms is deemed unenforceable, illegal or void by a court of competent jurisdiction, that provision is severed and the rest of these Terms remain in force.
  14. Governing law
    1. These Terms and the Service are governed by and construed in accordance with the laws of the State of Victoria, Australia. If a dispute arises from these Terms, you agree to submit to the exclusive jurisdiction of the courts of Victoria or any competent Federal court exercising jurisdiction in Victoria.
    2. The Service may be accessed in Australia and overseas. We make no representations that the Service complies with the laws (including intellectual property laws) of any country outside Australia. If you access the Service from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access the Service.
  15. Dispute resolution
    1. Prior to commencing court proceedings, the parties must:
      1. engage in good faith negotiations to settle any dispute arising out of or relating to this Agreement, including with regard to its existence, validity or termination by giving written notice to the other party setting out the nature of the dispute, how the dispute arose and the solution it seeks to the dispute; and
      2. where an agreement is not reached within 7 days following notice of the dispute (or such longer period as agreed by the parties), the parties will pursue mediation administered by the Australian Disputes Centre (ADC).
    2. Mediation will be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to the ADC (the Guidelines).
    3. The terms of the Guidelines are hereby deemed incorporated into this Agreement.
    4. The costs of mediation will be borne equally between the parties.
    5. This clause will survive termination of this Agreement.

SCHEDULE OF FEES

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Last updated: 2019-08-07