General Terms

Version effective date: 14 August 2019

Thank you for reading Josef’s General Terms! We’ve tried to make these terms as simple to read and understand as possible.

In this Agreement, a reference to Josef, the Licensor, we, us or our means Josef Legal Pty Ltd (ACN 619 557 452) of Level 2, 520 Bourke Street, Melbourne VIC 3000, Australia.

A reference to the Licensee, you or your means the entity or person indicated by you, when subscribing to the Software and Services, in the ‘Add your account details’ section of our payment processing platform.

1. Definitions and interpretation

A reference to Business Hours means 9.00am – 5.00pm on Monday to Friday but excluding any gazetted public holiday in Victoria, Australia.

Chatbot means a chatbot built, developed, maintained or updated using the Software for the purposes of, and in accordance with, this Agreement.

Code means the code required to embed Chatbot(s) on website(s).

Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:

(a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and

(b) information developed independently by a party.

Documentation means any and all proprietary documentation made available to the Licensee by the Licensor for use with the Software.

End User means a person or entity that uses a Chatbot once it has been launched for the purpose for which it was created.

End User Data means any data entered by an End User into a Chatbot.

End User Terms and Conditions means the terms and conditions that are to be agreed to by an End User before using a Chatbot, the content of which must be agreed between the parties in accordance with clause 2(c).

Fees means the fees described to you in our payment processing platform at the time you provide your payment details in order to subscribe to the Software.

Force Majeure Event means any event beyond the control of the relevant party.

Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

Licensee Content means the written content that is developed, and entered into the Software, by the Licensee for the Purpose.

Moral Rights has the meaning given under the Copyright Act 1968 (Cth) and includes any similar rights existing in other countries.

Privacy Laws means the Privacy Act 1988 (Cth) and all other applicable laws, rules and regulations in Australia and the United States, as applicable, which relate to the privacy, protection, use or disclosure of personal information.

Purpose means:

(a) building, developing, maintaining and updating Chatbot(s) using the Software; and

(b) embedding Chatbot(s) on website(s),

by, and for the purposes of, the Licensee.

Services means:

(a) Technical support services, comprising advice to the Licensee on how to use the Software; and

(b) Maintenance and repair services, being to review and repair any pre-existing errors in the Software, including at the reasonable request of the Licensee.

Software means the chatbot builder and chatbot interface that has been developed by the Licensor and delivered to the Licensee under this Agreement.

Term means the period commencing on the date you accept this Agreement or begin using the Software or Services and ending on termination of the Agreement in accordance with clause 9.

Unless the context requires otherwise:

(a) a reference to a person includes a corporation or any other legal entity;

(b) the singular includes the plural and vice versa;

(c) headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;

(d) the term “includes” (or any similar term) means “includes without limitation”; and

(e) a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

These General Terms form a contract between you and Josef (the Agreement). This Agreement governs your subscription to and use of Josef’s Software and Services.

As the Licensee, you agree to be bound by this Agreement by indicating that you accept these General Terms by checking the box, at the point you make payment for the Software and Services, that states “I agree to Josef’s General Terms and Privacy Policy”, or by using the Software or Services, whichever occurs first.

If you are an organization, the individual who agrees to this Agreement on your behalf must have the authority to bind you to this Agreement, and both you and such individual represent that to be the case.

2. Grant of licence

(a) The Licensor grants to the Licensee a non-exclusive, world-wide, non-transferable licence to use the Software and the Documentation during the Term, solely for the Purpose and subject to and in accordance with the terms and conditions set out in this Agreement.

(b) The Licensee must not:

(i) use the Software for any purpose or in any manner other than as set out in paragraph (a);

(ii) use the Software or Documentation in any way that could damage the reputation of the Licensor or the goodwill or other rights associated with the Software;

(iii) other than with the prior consent of the Licensor, permit any third party to use the Software or Documentation;

(iv) except as expressly permitted by this Agreement:

(A) reproduce, modify or adapt the Software or the Documentation or create any derivative works based upon the Software or the Documentation;

(B) de-compile, disassemble or otherwise reverse engineer the Software or permit any third party to do so; or

(v) modify or remove any copyright or proprietary notices on the Software or the Documentation.

(c) The parties must cooperate with each other as to the content of the End User Terms and Conditions.

3. Services

The Licensor will provide the Services during the Term as and when they are reasonably required by the Licensee for the Purpose.

4. Delivery and Embedding

(a) When reasonably requested by the Licensee, the Licensor will deliver the Code to the Licensee within a reasonable period of time.

(b) The Licensee is responsible for embedding the Code on the relevant website(s).

5. Intellectual Property Rights

(a) Nothing in this Agreement constitutes a transfer of any Intellectual Property Rights.

(b) The Licensee:

(i) acknowledges that the Licensor owns all Intellectual Property Rights in the Software;

(ii) acknowledges that the Licensor owns all Intellectual Property Rights in any changes or improvements made to the Software; and

(iii) will not directly or indirectly do anything that would or might invalidate or put in dispute the Licensor’s Intellectual Property Rights in the Software.

(c) The Licensor:

(i) acknowledges that the Licensee owns all Intellectual Property Rights in the Licensee Content; and

(ii) will not directly or indirectly do anything that would or might invalidate or put in dispute the Licensee’s Intellectual Property Rights in the Licensee Content.

(d) The Licensee grants to the Licensor a non-exclusive, world-wide, non-transferable licence to access, use and otherwise deal with the Licensee Content for the purposes of meeting its obligations under this Agreement.

(e) If any person makes any claim alleging that any of the Software (or use of any of the Software) infringes any Intellectual Property Rights or Moral Rights of any person, the Licensee must:

(i) promptly notify the Licensor in writing;

(ii) not make any admissions or take any action in relation to the claim without the Licensor’s written consent;

(iii) permit the Licensor control over any and all investigations, negotiations, settlement and dispute resolution proceedings relating to the claim; and

(iv) cooperate with, assist and act at all times in accordance with the reasonable instructions of the Licensor in relation to the claim and any consequent investigations, negotiations, settlement and dispute resolution proceedings.

6. Fees and Payment

(a) The Licensee must pay the Licensor the Fees in accordance with this clause 6.

(b) The Software is billed on a subscription basis (Subscription) and the Licensee will be billed in advance on a recurring, periodic basis (called a Billing Cycle).

(c) The Licensee’s Subscription will automatically renew at the end of the Billing Cycle unless the Licensee cancels the Subscription before the end of the Billing Cycle.

(d) By providing a payment method, the Licensee expressly authorise the Licensor to charge the applicable Fees on the Licensee’s payment method as well as taxes and other charges incurred.

(e) By subscribing to the Software, the Licensee consents to allow the Licensor to charge the Licensee’s credit card or any other billing method that supports automatic recurring payments, either directly or indirectly, through the Licensor’s payment processors, for the Fees until this Agreement is cancelled or terminated.

(f) If the Licensee’s use of the Software during a Billing Cycle exceeds any limit indicated to the Licensee when subscribing to the Software, the Licensor may charge the Licensee for the additional use on a pro rata basis for the remainder of that Billing Cycle.

(g) The Licensor may vary the Fees from time-to-time by giving reasonable notice to the Licensee.

(h) Any changes to the Fees will apply from the start of the next Billing Cycle.

7. Access

Due to the complex nature of the Software, the Licensor does not warrant or guarantee that the Licensee’s access to the Software will be uninterrupted or free from technical errors and/or bugs.

8. Liability and indemnities

(a) The Licensee’s access to the Software is at its own risk and it acknowledges that the Licensor is not liable for any loss arising from or in connection with its access to or use of the Software.

(b) The Licensee indemnifies the Licensor and its directors, officers and employees against all losses suffered or incurred by any of those indemnified as a result of any demand, suit, action, claim or proceeding against any of those indemnified where the losses arise as a result of:

(i) the content of the Licensee Content;

(ii) the Licensee’s negligence; or

(iii) the Licensee’s breach of the terms of this Agreement.

(c) To the full extent permitted by law, the Licensor excludes all liability in respect of the interruption of business or any consequential or incidental damages.

(d) To the full extent permitted by law, the Licensor excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.

9. Termination

(a) A party may terminate this Agreement without cause by giving one month’s written notice to the other.

(b) A party may terminate this Agreement by written notice to the other if any of the following events has occurred in respect of the other party:

(i) a material breach of this Agreement which:

(A) is not remediable; or

(B) if capable of remedy, is not remedied by the other party within 14 days of written notice;

(ii) an insolvency event occurs, other than an internal reconstruction with notice to the other party.

10. Consequences of termination

If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:

(a) the parties are immediately released from their obligations under the Agreement except those obligations in clauses 10, 11, 12, 13 and 14 and any other obligations that, by their nature, survive termination;

(b) each party retains the claims it has against the other;

(c) the Licensee’s right to use the Software immediately ceases and the licence granted under this Agreement terminates;

(d) the Licensee must immediately pay all outstanding Fees.

11. Protection and storage of data

The parties must take all reasonable steps to protect all End User Data and Confidential Information, including Licensee Content, in their possession from misuse, loss, unauthorized access, modification or disclosure.

12. Confidentiality and privacy

(a) A party must not, without the prior written consent of the other, use or disclose the other party’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.

(b) A party may:

(i) use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement;

(ii) disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained;

(iii) use End User Data in accordance with the End User Data Terms and Conditions.

(c) Each party must implement and maintain effective security measures to prevent unauthorized use and disclosure of End User Data and the other party’s Confidential Information while it is in the receiving party’s possession or control.

(d) Each party must return, or at the other party’s option destroy, all Confidential Information of the disclosing party in the receiving party’s possession or control, on the earlier of the Licensor’s request or on termination of this Agreement for any reason.

(e) Each party must comply with the Privacy Laws that apply to them in relation to all End User Data collected or dealt with by it in connection with this Agreement.

13. Notices

(a) The contact details for notices under this Agreement are as follows, or as otherwise notified by one party to the other from time to time:

Licensor: Josef Legal Pty Ltd

Address: Level 2, 520 Bourke Street, Melbourne VIC 3000

Contact email:

Licensee: You

Address: The address you provided when subscribing to the Software

Contact email: The email you provided when subscribing to the Software

(b) All notices must be in writing and can be given by:

(i) email during normal Business Hours; or

(ii) registered post.

(c) A notice is deemed to be given and received:

(i) if delivered in accordance with paragraph (b)(i), on the next business day after transmission;

(ii) if sent in accordance with paragraph (b)(ii), on the next business day after the day of delivery.

14. General

(a) The Licensee must not assign, sublicense or otherwise deal in any other way with any of its rights under this Agreement without the prior written consent of the Licensor.

(b) Nothing contained in this Agreement creates any relationship of partnership or agency between the parties.

(c) If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

(d) Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(e) The Licensor may amend this Agreement from time to time and the most current version will be posted on the Licensor’s website. If an amendment is material, as determined in the Licensor’s reasonable discretion (excluding any increase in the scope of the Services), the Licensor will notify the Licensee. Except in the case of an amendment being made to satisfy legal requirements, we will provide you with at least 30 days’ notice of material amendments.

(f) If an amendment has a material adverse impact on the Licensee and the Licensee does not agree to the amendment, the Licensee may terminate the Agreement by notifying the Licensor within 30 days of receiving notice of the amendment (otherwise, you will have been deemed to have consented to the amendment).

(g) Any amendment to this Agreement that is not made to the current version displayed on the Licensor’s website, must be in writing, signed by the you and the Licensor, and must expressly state that it is amending this Agreement.

(h) This Agreement (and any documents executed in connection with it) is the entire agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements.  Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.

(i) A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.

(j) A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by a Force Majeure Event, provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavors to rectify the situation.

(k) Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party’s performance under this Agreement for more than thirty (30) consecutive days, the other party may immediately terminate this Agreement by written notice.

(l) All stamp duties and other government charges in relation to this Agreement must be paid by the Licensee.

(m) This Agreement is governed by the laws of Victoria and each party submits to the jurisdiction of the courts of Victoria.

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