The Legal Stuff
Terms of Service
May 19, 2022
Spotto Terms of Service
By accessing or using the applications and services owned or operated by Spotto Pty Ltd (ABN 59 622 664 046) (referred to as “Spotto”, “us”, “our” or “we” in these Terms), whether through our software app(s) or website (our "Services"), including by creating an account, you are taken to accept and agree to be bound by the terms and conditions set forth below (these "Terms").
We may modify the Terms at any time, at our sole discretion. If you continue to use the Services after we've notified you that the Terms have been modified, you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms then you may no longer use the Services. Because our Services continue to evolve, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Subject to your compliance with these Terms, Spotto grants you a limited non-exclusive, non- transferable agreement to use our Services and access these Services on internet connected devices that you own or control, and this continues for as long as you maintain a valid subscription (unless otherwise agreed). We reserve all rights in the Services not expressly granted to you under these Terms. You must not: (a) copy, modify or create derivative works based on the Services; (b) distribute, transfer, sublicense, lend or rent the Services to any third party; (c) reverse engineer, decompile or disassemble the Services.
Creating an Account
In order to use certain features of our Services, you must have an account with us. By creating an account, you represent that (a) all required information you provide is truthful and accurate and not misleading or deceptive; (b) you are authorised by your company/organisation/government agency to enter into agreement; (c) you are of legal age and have all necessary capacity to agree to these Terms; and (d) your use of our Services does not violate any applicable law or regulation or these Terms. You are responsible for maintaining the confidentiality of your password and for any and all use of your account. You must notify us immediately if you suspect any unauthorised use of your account or access to your password. If you violate these Terms, we reserve the right at our discretion to issue you a warning, suspend or terminate these Terms (which means your account, along with your ability to access and use the Services will come to an end).
Spotto Subscription Fees
The Services are charged per configured reader in your account on a monthly basis. There are no per-user or per-asset subscription charges associated with the Services. The subscription fee per reader is charged in accordance with the price list published by Spotto from time to time, subject to any variation or discount agreed to by Spotto or your authorised Spotto reseller. You will be invoiced at the beginning of each month for each reader that is present in your account at any time during the previous month. This is calculated by adding the reader count at the beginning of each month to the records of readers added to the account during the month, minus any readers removed from your account during the month. These records are available for you to review in your account.
You may opt to pay in advance for your Spotto subscription charges. In this case you may configure readers into Spotto up to the number paid for in your invoice. If you configure more readers than the reader numbers paid for then you will be charged on a monthly basis for any additional readers at the same monthly charge as agreed for your in-advance payment, or as agreed to by Spotto or your Authorised Spotto reseller.
Invoicing and Payment
We calculate and bill fees and charges monthly. You must pay us the applicable fees and charges for use of the Service Offerings as described in Spotto Subscription Fees in these Terms using one of the payment methods we support. You must pay within 14 days of the due date for your Spotto Subscription Fees. If you do not pay within this time, Spotto reserves the right to suspend your Spotto account. All amounts payable by you under these Terms will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Spotto Site, unless we state a later date in a notice given to you. We may increase or add new fees and charges for any existing Services you are using by giving you at least 60 days’ prior notice. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
All fees payable by you are exclusive of GST (or any other applicable value added tax or Indirect Taxes). We will charge and you will pay applicable GST (or other applicable Indirect Taxes) where we are obligated or authorised to collect such taxes from you. All payments made by you to us under these Terms must be made free of any deduction or withholding, and if any such withholding (including but not limited to cross-border withholding taxes) is required on any payment, you must pay such additional amounts so that the net amount received by us is equal to the amount then due and payable under these Terms.
Content You Provide
You are responsible for the content you provide through our Services, such as reader names, location names or asset names (your "Content"), and its legality, reliability, and appropriateness. You should only upload Content that you create or have the right to use and publish.
We have the right (but not the obligation) to review any or all portions of your Content and delete (or modify) any of your Content from our Services for any reason, including if we believe, in our sole judgement, your Content violates these Terms, or that we believe threatens the safety of, or harms any other person, or creates liability for us or any other person. We reserve the right (but have no obligation) to investigate and take appropriate action, including removing your Content from our Services (or modifying it), suspending or terminating your account and/or suspending or terminating the provision of our Services to you, and/or reporting you to law enforcement authorities, if you violate any provision of these Terms. In order to cooperate with governmental requests, subpoenas or court orders, to protect our systems, service providers, partners, and other users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information or content we consider necessary or appropriate, including your account information (i.e. name, e-mail address, etc.), IP address and traffic information, usage history, your Content, and your conduct.
You agree not to do any of the following:
- ● Use the Services or Content for the benefit of any third party or in any manner not permitted by these Terms;
- ● Use the Services to track the location of, or collect any personally identifiable information from, any other person without their express permission;
- ● Access, tamper with, or use non-public areas of the Services, Spotto's computer systems, or the technical delivery systems of Spotto's providers;
- ● Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail- bombing the Services;
- ● Attempt to access or search the Services or Content or download Content from the Services through the use of any tool, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Spotto or other generally available third-party web browsers;
- ● Violate any applicable law or regulation, including by stalking, harassing, or tracking others for unlawful or criminal purposes.
- ● Encourage or enable any other individual to do any of the foregoing.
Fair Use Policy
For the purposes of these Terms, the Service provided will include the widest range of functionality deemed possible and where practical there will be no throttling or limitation of certain features. It is, however a condition of these Terms that users do not subject the Service to excessive or unreasonable workloads (which may occur by unnecessary excessive queries being submitted by users, or you giving access to an excessive number of users), or activities that are prohibited, such determination to be made at Spotto’s sole discretion.
Third Party Links
Our Services may contain links, or allow you to create links to content or services provided by third parties ("Third Party Links"). These Third Party Links are not under our control, and we are not responsible for their content, services, performance, operation, availability, business practices or policies. We are providing these Third Party Links to you only as a convenience but we do not give (and nothing we do may be taken to imply) any endorsement or recommendation of their content or services, or of any association of us with such third parties. If you access any of these Third Party Links, you do this entirely at your own risk and any charges or obligations you incur in your dealings with these third parties are your responsibility. The websites available through the Third Party Links are subject to their own terms and policies, including privacy and data gathering practices. You are also solely responsible for any charges in relation to third party links (as well as any other charges from third parties for use of the Services, including Internet service provider and data charges incurred for the use of the Services).
You acknowledge that all intellectual property rights in our Services, including the underlying software and technology and the information and content available on our Services, are owned by us and our suppliers (including other users), and are protected by law throughout the world. If you provide any suggestions, ideas, feedback, or recommendations to us regarding our Services ("Feedback"), we may use this Feedback for any purpose and without any obligation to you. By providing us with Feedback, you give us a worldwide, perpetual, irrevocable, fully-paid and royalty- free licence to use and exploit in any manner.
You can terminate your account at any time by deactivating your account or by providing notice of termination to us. We reserve the right to terminate or suspend your account or your access to any or all portions of the Services at any time, for any reason, including your violation or breach of any provision in these Terms. Upon termination, all rights and licences granted to you in these Terms immediately end.
Disclaimer of Warranty for Services
We will use reasonable efforts to correct any discovered defects in the Services. However, your access to and use of our Services is at your own risk. We are not responsible for the content provided by, or the conduct of, any user and you bear the entire risk of using the Services and any interactions with other users. Our Services are provided on an "AS IS" and "AS AVAILABLE" basis and we do not represent, warrant, or guarantee that the Services will be provided uninterrupted, error- free, virus-free, or that defects will be corrected. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IMPORTANT: WITHOUT LIMITING THE FOREGOING, we do not exclude any rights, remedies, guarantees, conditions or warranties in respect of goods or services under the Competition and Consumer Act 2010 (Cth) or equivalent legislation which cannot be excluded, restricted or modified. If applicable law requires any warranties with respect to our Services, all such warranties are limited in duration to the minimum duration allowed by law.
Limitation of Liability
EXCEPT TO THE EXTENT REQUIRED BY LAW, WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, OR DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, RELATED TO OR ARISING OUT OF THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent permitted by law, our liability for any breach of a term or condition implied by law is limited at our discretion (a) if the breach relates to goods, replacing, repairing or supplying goods equivalent to those goods or paying the cost of replacing or repairing them or acquiring equivalent goods, or (b) if the breach relates to services, resupplying, or paying the cost of resupplying, those services.
These Terms constitute the entire agreement between us with respect to the subject matter and supersedes any prior understandings and agreements. These Terms will be governed by and construed in accordance with the laws of the State of NSW, Australia, without regard to or application of conflicts of law rules or principles. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org