The following terms and conditions constitute an agreement between Catalog Automation (ACN 169 704 992) (”Catalog Automation”, “our”, “us”, “we”) and you (“I”, “you”, “your”, “Subscriber”) (“Terms and Conditions”, “Agreement”) in relation to your use of Producty®.
1.1 This is a legally binding, ongoing contract for which you are financially responsible.
1.2 By entering into this Agreement, you understand that you are responsible for the access and use of the Services by all users associated with your account.
2.1 Producty® is an online self service product information management platform that enables the creation of business and consumer catalogs, product-based websites, and other content.
2.2 By entering into this Agreement, you will obtain access to:
– downloadable software created from time to time;
– access to additional paid professional services including but not limited to consulting, design, production and data entry; and
– support and troubleshooting.
2.3 We reserve the right to alter and update the Services and the Sites at any time, including making amendments to the features of any Services which may include the removal of features. We may modify our Services for any security reason, at our discretion. We do not guarantee that the Sites will always be available, work, or be accessible at any particular time.
2.4 For the avoidance of doubt, on-boarding is initial assistance with the establishment of an account but does not include training or other professional services.
3.1 Each Subscriber is responsible for compliance with the terms of this Agreement and ensuing compliance and appropriate use by Users.
3.2 To access and use the Services, you will be required to set up an account using your email address and a password chosen by you (“Login”). Login details must be kept confidential, and must never be shared with any other person.
3.3 Each time you use your Login, you will be deemed to be authorized to access and use the Services in a manner consistent with this Agreement. We have no obligation to investigate the authorization or source of any such access or use of the Services.
3.4 You are solely responsible for protecting the security and confidentiality of your Login and for uses of the Services using that Login, including without limitation, all communications and transmissions and all obligations (including without limitation financial obligations) incurred on the Sites through such access or use of your Login. You understand that the sharing of your Login information will be considered a substantial breach of this Agreement and may result in your access to the Sites and use of the Services being terminated.
3.5 You must create a separate User account for each member of your organisation who will use or have access to the Services. For the avoidance of doubt, each individual person using the Services must have a separate User account.
3.6 User accounts must only be created for employees or contractors of the Subscriber organisation. The provision of User accounts for users unrelated to the Subscriber is prohibited, and represents a substantial breach of this Agreement.
3.7 Each person accessing the Service must have a separate User account and agree to comply with the separate User Terms document at Schedule 2.
3.8 You must immediately notify us of any unauthorized use of your Login or the login credentials of any User or any other breach or threatened breach of our Site’s security you may be aware of.
4.1 You understand and acknowledge that the results and outcomes resulting from the use of the Services relies on the input and operation of Users. Catalog Automation makes no guarantee or representation as to the success or results that may be achieved through use of the Services.
4.2 You are solely responsible for ensuring the accuracy of information and content submitted to the Sites, and verifying the accuracy and of output created by the Sites.
4.3 You understand that Catalog Automation will take no responsibility for any losses associated with the input of Subscriber data or information, or Subscriber failure to review and verify the output of Services prior to use and publication.
5.1 Catalog Automation reserves the right to increase its fees and charges from time to time and offer additional pricing options and packages.
5.2 Fees payable are contained in the attached Schedule of Fees, as amended from time to time.
5.3 You understand that by entering into this Agreement you are entering into an ongoing subscription that will be renewed monthly (for Subscribers paying monthly fees) or annually (for Subscribers paying annual fees). Fees are payable on the monthly or annual anniversary of entry into this Agreement.
5.4 A one-off, non-refundable Onboarding Payment is payable at the commencement of this Agreement.
5.5 Fee Adjustments may be payable monthly in arrears, in accordance with the Schedule of Fees.
5.6 Free Subscription Services
5.7 All terms of this Agreement apply to Free Subscription Subscribers, notwithstanding that no fees are payable in respect of their use of the Services and Sites.
5.8 Catalog Automation reserves the right to suspend, limit or terminate Free Subscription at any time, without any prior notice to Subscribers.
6.1 Fees will be charged to your nominated credit card. You authorise is to charge your credit card for all Fees and Fee Adjustments.
6.2 You understand and acknowledge that non-payment of fees due in accordance with this Agreement is a substantial breach of this Agreement.
6.3 You accept that any debt recovery, legal or other fees incurred by us in pursuing fees owed under this Agreement will be passed on to you in full.
6.4 We reserve our right to charge interest of 10% per annum on any unpaid fees, calculated daily.
6.5 In the event of non-payment of Fees, we reserve the right to suspend access to the Sites and Services until full payment is made. For the avoidance of doubt, your ability to Subscriber Content (see clause 10.3) may be suspended until Fees are paid in full.
7.1 You may terminate this Agreement at any time by giving one months’ written notice via email to firstname.lastname@example.org. No refunds will be provided for annual subscription Subscribers.
7.2 For monthly subscriptions, Fees will be payable from the date of notice for the duration until the end of that monthly billing cycle. For example, where fees are paid on the 5th of each month, fees will be payable from the date of notice through until the 5th of the following month.
7.3 In addition to any other rights that Catalog Automation has under this Agreement, if you breach any obligation or requirement of this Agreement, we may terminate this Agreement by providing 14 days written notice to you.
7.4 If we terminate the Agreement in accordance with this clause, you will be liable for the payments associated with termination that would be incurred had you terminated the Agreement in accordance with clause 7.2.
7.5 Upon termination or cancellation of this Agreement for any reason, Catalog Automation will remove Subscriber Content and any third party integrations, at its discretion.
7.6 Upon termination or cancellation of this Agreement, Catalog Automation has no obligation to maintain or provide access to any Subscriber Content. Subscribers are solely responsible for extracting Subscriber Content from the Sites and Services.
8.1 You consent to being identified as a customer of Catalog Automation and authorise the use of your name and logo on our website and in other public communications.
9.1 By using the Services you warrant that you have the right to use, publish or display the content that you upload to the Service or Sites.
9.2 Subscribers are prohibited from:
9.2.1 Copying, modifying, reverse engineering, decompiling or creating a derivative work of the service or any part thereof;
9.2.2 Accessing the Sites or Service in order to build a product or service which competes with the Service;
9.2.3 Using the Service to infringe on the intellectual property rights of others; and
9.2.4 Using the Service to access, store, distribute or transmit any content that is unlawful, harmful, threatening, defamatory, discriminatory, vulgar, obscene or otherwise objectionable.
10.1 The design of our Site and Service along with all created text, templates, scripts, graphics, interactive features and any trademarks, service marks and logos contained therein, are owned by or licensed to us, subject to copyright and other intellectual property rights as applicable under law.
10.2 We reserve all rights not expressly granted under this Agreement in and to the Sites and Services. You agree to not engage in the use, copying, or distribution of anything contained within the Site or Services without or express written permission.
10.3 Subscriber content including third party integrations uploaded or exported to the Site or through use of the Services (“Subscriber Content”) remains the property of the Subscriber.
10.4 By entering into this Agreement you grant us an unlimited licence to access, use, copy, transmit, store and back-up your Subscriber Content to enable you to access the Sites and use the Services, and in order for us to provide Services to you.
11.1 Other than to the extent prohibited by applicable law, we do not assume any responsibility or liability for any loss or damage suffered by you, whether directly or indirectly as a result of your use of our Services. In no event will we, or any of our respective officers, directors, employees, agents, affiliates or assigns, nor any party involved in the creation, production or transmission of our Sites or Services be liable to you or anyone else for any direct, indirect, special, punitive, incidental or consequential damages arising out of the use, inability to use, or the results of use of our Sites or Services, any Website linked to our Sites or Services (including the materials, information or services contained on such Website) whether in contract or tort or regardless of being advised of the possibility of such damages.
11.2 For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of this Agreement, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions where it is prohibited, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
11.3 If you are a resident of a jurisdiction that requires a specific statement regarding release then the following applies: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby waive any provision in law, regulation, or code that has the same intent or effect as the aforementioned release. Your ability to use our Sites and Services are contingent on your agreement with this and all other sections of this Agreement. In the event that we may not limit our liability in your jurisdiction, you agree our total liability to you is not more than AUD$100 or the total amount you spent while using our Sites and Services within the last six months, whichever is greater.
12.1 In addition to the other indemnities provided by you under this Agreement, you agree to indemnify us and our officers, employees, agents, contractors and consultants from and against all actions, claims, proceedings or demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with you in respect of any loss, death, injury, illness, damages, costs or expenses (but excluding consequential financial loss) where caused by any unlawful or negligent act or omission by you, your officers, employees, agents, contractors or consultants arising under this Agreement or from any other loss which may arise from or as a result of any breach of this Agreement or use of our Sites or Services you or your officers, employees, agents, contractors or consultants.
13.1 A provision of or a right created by this Agreement cannot be waived except in writing signed by the party granting the waiver.
13.2 Where any provision of this Agreement provide for a party to provide its consent or approval then such party may conditionally or unconditionally in its absolute discretion give or withhold such consent or approval unless this Agreement expressly provide otherwise.
13.3 The agreement contained in this Agreement contains all of the terms, conditions, representations and warranties in connection with the agreement reached between the parties with respect to the subject matter of this Agreement.
13.4 Nothing in this Agreement creates a partnership or join venture between the parties, and no party can bind or pledge the credit of the other party.
13.5 The agreement contained in this Agreement is governed by and construed in all respects in accordance with the laws of Victoria and the parties hereby submit to the exclusive jurisdiction of the courts of the said state of Victoria.
13.6 You must not novate, assign or subcontract the agreement contained in this Agreement or any of its obligations herein without our prior written consent.
13.7 You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labour shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
13.8 In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision, or otherwise unenforceable, the agreement contained in this Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
13.9 We reserve the right to make any changes and corrections to this notice. Please refer to this page from time to time to review this Agreement and new additional information.