Terms of Service

Hi. Welcome to Kweo. Please read these terms carefully. By using Kweo you are agreeing to these terms. Because this is a legal agreement, some of the language below is a complex, but we’ve tried our best to explain things in a clear and straightforward way. We welcome your questions at [email protected]

 

Kweo (“Kweo”, “we”, “us” or “our”) is operated and provided by M-Square Pty. Ltd, Australian Business Number 68 151 893 328, of Level 6, 115 Pitt Street, Sydney, New South Wales 2000, Australia. These Terms of Service (“Ter­­­ms” or ”Agreement”) govern your access to and use of our products and services (“Services”). These Terms apply to all visitors, users and others who access the Service (“Users”). By accessing or using our Services, including our Services embedded in any Site (collectively the “Kweo Network”), you are agreeing to these Terms, whether or not you are a registered member of Kweo. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 19 for definitions of certain capitalized terms used in this Agreement.

1. Use of Our Services

You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. You may use the Service only if you can form a binding contract with Kweo, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. You may only use the service as intended through the provided functionality and as permitted under these Terms of Service. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions we provide. We may suspend or stop providing our Services to you if you do not comply with our Terms or Policies or if we are investigating suspected misconduct. The Service is not available to any Users previously removed from the Service by Kweo. The Services that Kweo provides may change from time to time without prior notice to you. In addition, Kweo may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to Users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you. In connection with your use of the Services, we may send you Service announcements, administrative messages, and other information. You may opt out of some of those communications.

2. Your Account

You may need a Kweo account in order to use some of our Services. We may maintain different types of accounts for different types of Users. A “Subscriber” is a User that registers a Site account. An “End User” is a User who does not have a Site account or anyone who posts any Content to a Site. If you open a Kweo account on behalf of a company, organization, or other entity, then “you” includes you and that entity. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). You must keep your password secure. You agree to provide current and complete information about you as may be prompted by any registration forms on the Service. You agreement to maintain and promptly update the registration data, and any other information you provide, to keep it accurate, current and complete. You may never use another User’s account without permission. You must notify us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 9.

3. Privacy

Your privacy is important to us. Our Privacy Policy makes important disclosures about how we treat your personal data, and how we use your Content and information. By using our Services, you agree that Kweo can use such data in accordance with our Privacy Policies. You understand that through your use of the Services you consent to the transfer of this information to Australia and/or other countries for storage, processing and use by Kweo.

4. Your Content

You own all of the Content and information you submit through the Services. You retain ownership of any Intellectual Property rights that you hold in that Content. You agree that any Content that you post does not and will not violate third party rights of any kind, including without limitation any Intellectual Property rights, rights of privacy or publicity rights. You are solely responsible for the profile page information and photos for each Site End User, posts, messages, notes, text, information, music, video, advertisements, listings, and other Content that you upload, post, publish or display on the Site, or transmit to or share with other End Users. You may not post, transmit or share End User Content on the Service that you do not have permission to post. You are solely responsible for the development, Content, operation, maintainence and use of your Content, whether publicly posted or privately transmitted. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and our third party partners. By submitting your Content on or through the Services, you expressly grant us, and you represent and warrant that you have the right to grant us, an irrevocable, perpetual, non-exclusive, transferrable, fully paid, worldwide, royalty-free license (with the right to sublicense) to use, copy, reproduce, publically perform, publically display, aggregate, reformat, translate, excerpt (in whole or in part) process, adapt, modify, publish, transmit, store indefinitely, and distribute such Content in any and all media or distribution methods (now known or later developed) for any purpose, commercial, advertising or otherwise. You also hereby grant each User of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms. You understand and agree that we may, but are not obligated to, review the Service and may delete or remove (without notice) any Content in our sole discretion, for any reason or no reason, including Content that, in our sole judgment, violates these Terms or which might be illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

5. Inappropriate Content and Conduct

We may not monitor or control the Content posted, and cannot take responsibility for such Content. Inappropriate Content and conduct is not tolerated by Kweo, and will result in permanent suspension. The activities specified below are not permitted, and any accounts engaging in the activities specified below are subject to permanent suspension. violate any local, state, national or international law or post any Content that would encourage or provide instructions for a criminal offense; impersonate any person or entity or otherwise misrepresent yourself, your age or your affiliation with any person or entity; post or share any personally identifiable or private information of any third party; solicit passwords or personal information from anyone, including those under 18; use information or content you obtained on the Kweo website or Service in any manner not authorized by Kweo; post any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; register for more than one account or use or attempt to use another’s account, Service or system without authorization or create a false identity on the Service; engage in any predatory or stalking conduct. use of any automated system, such as robots, to access the Service in a manner that sends more request messages to the Kweo servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Kweo grants the operators of public search engines revocable permission to copy materials from kweo for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

6. Your License to use our Services

As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Services. We grant you a personal, royalty-free, non-assignable, limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to use and enjoy the benefits of the Services provided by Kweo, in any manner permited by these terms.

7. Third Party Sites

The Service contains (or you may be sent through the Service) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other Content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Applications, Software or Content posted on, available through or installed from the Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Service and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Service or relating to any applications you use or install from the site.

8. Fees and Payment

If you elect to use the Service, you agree to our payment terms outlined in our Payment Policy kweo.com/payment as we may update them from time to time.

9. Termination

The Terms will continue to apply until terminated by either you or Kweo as follow. You can stop using our Services at any time. We may suspend or terminate your accounts, or cease providing you with all or part of the Services, or add or create new limits to our Services at any time for any reason. Kweo may terminate your account in accordance with the Terms of Service if you fail to login to your account for a period of one year. When we are notified that a User has died, we will generally, but are not obligated to, keep the User’s account active under a special memorialized status for a period of time determined by us to allow other Users to post and view posts Nothing in this section shall affect Kweo’s rights to change, limit or stop the provision of the Services without prior notice, as provided above.

10. Mobile Services

Kweo includes certain Services that are available via your mobile phone, including (i) the ability to upload Content or post, (ii) the ability to browse Kweo from your mobile phone, and (iii) the ability to access certain Kweo features. We do not charge for these Services. However, your carrier’s normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you regarding Kweo by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Kweo account information to ensure that your messages are not sent to the person that acquires your old number.

11. Our Warranties and Disclaimers.

Your access to and use of the Services or any Content are at your own risk. Other than as expressly set out in these terms, you understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, we DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) 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; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Kweo or through the Services, will create any warranty not expressly made herein.

12. Limitations of liability.

WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR REVENUES, OR LOST DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES ARISING FROM (i) YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFESIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (iii) ANY CONTENT OBTAINED FROM THE SERVCEIS; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent permitted by law, the aggregate liability of Kweo, and its suppliers and distributors, for any claims whatsoever, and regardless of the form of the action, including for any implied warranties, is at all times limited to the greater of One-hundred U.S. Dollars (U.S. $100) or the amount you paid us, if any, in the past six months for the Services giving rise to the claim. The terms in the sections 11 and 12 only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited. The Service is controlled and operated from its facilities in Australia. Kweo makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Australian and local laws and regulations.

13. Indemnity

You agree to defend, indemnify and hold harmless the us and our subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or Content transmitted or received by you; (ii) your violation of any provision of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

14. Disputes and Arbitration

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Kweo shall have no liability for your interactions with other Users, or for any User’s action or inaction. In the unlikely event that Kweo has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Kweo claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by a New South Wales (NSW) Bar Association Approved Arbitrator in NSW, Australia. The award rendered by the arbitrator shall include costs of arbitration, reasonable lawyers’ fees and reasonable costs for expert and other witnesses. Nothing in this Section shall be deemed as preventing Kweo from seeking injunctive or other equitable relief from the courts as necessary to protect any of Kweo’ proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND KWEO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15. Governing Laws and Jurisdiction.

The laws applicable in NSW, Australia govern your these Terms and Policies and any action related thereto, without regard to or application of its conflict of law provisions or your state or country of residence. The parties submit to the non-exclusive jurisdiction of the courts of NSW and any courts competent to hear appeals from those courts. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Sydney, NSW Australia, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum

16. Kweo Property

All right, title, and interest in and to the Services (excluding Content provided by Users) are and will remain the exclusive property of Kweo and its licensors. The Services are protected by copyright, trademark, and other laws of both Australia and foreign countries. Nothing in the Terms gives you a right to use the Kweo name or any of the Kweo trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Kweo, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

17. Force Majeure

Kweo will not be liable for any loss or damage or be deemed to be in breach of this contract due to any event or circumstance beyond its reasonable control, including, natural disaster, act of war, electrical shortages, terrorist attacks, earthquakes, internet disturbance or acts of God.

18. General

We may modify these Terms to, for example, reflect changes to the law or changes to our Services. We’ll post notice of modifications to these Terms on this page. Changes to our Fair Use Policy, Privacy Policy, Payment Policy (collectively “Policies”), and/or Additional Terms will be posted on the applicable Kweo Website. You should look at the Terms and Policies regularly. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms and Policies. These terms control the relationship between Kweo and you. They do not create any third party beneficiary rights. If any clause or any part of any clause in this agreement is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) of this agreement, which will continue in full force and effect. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Kweo without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective. The agreement between us is governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts. These Terms, our Privacy Policy, our Fair Use Policy, and our Payment Policy, are the entire and exclusive agreement between Kweo and you regarding the Services (excluding any services for which you have a separate agreement with Kweo that is explicitly in addition or in place of these Terms), and these Terms and Policies supersede and replace any prior agreements between Kweo and you regarding the Services.

19. Definitions

Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms. “Content” means software (including machine images), data, text, audio, video, images or other content that would not be included in the definition of information. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. “Licensor” means a party who transfers or creates Intellectual Property Rights in favor of a licensee under a license agreement. “Site” means kweo.com, any successor or related site designated by us, and any websites in the Kweo Network.

 

Last Modified: 29  June 2015