"we", "us", "our" or "ours": is a reference to SkedGo Pty Limited (ABN 38 140 031 456); and
"you", "your" or "yours": is a reference to the person Accessing the Services.
"API" has the meaning it is given in the definition of "Services" below;
"Content" is a reference to information and material of all kinds (including text, data, analysis, images (moving and still), sound, graphics, software, code, hyperlinks, logos, trade marks and functionality);
"External Location" is a reference to a website, program, application or location that is not owned or operated by us;
"Personal Information" is a reference to all information about you that is of a personal nature which you, in any way (including by your Accessing the Services in such a way as to make it possible for us to ascertain such information), share, enter, upload or contribute to the Services or otherwise provide to us. Personal Information includes: information capable of identifying you; demographic information; contact information; information in your social media profiles; socio-economic information; financial information; information about the devices and technology and programs you use; information about your behaviour in connection with your Accessing of the Services; information about your contacts; and information about your preferences, interests and geographic location at any given time;
"Services" is a reference to any or all of the functionality, information and material (including all Content and other outputs) made available by us (or on our behalf) in, or as part of, any or all of the following:
(tools, including widgets): any tool, device or code (including any widget) that is deployed or made available, in order to provide a service similar to that provided by any or all of the Websites referred to in 2.1(f)(i) above, on an External Location ("the Tools");
(applications): any application (including any application that resides or operates on a phone, tablet, computer or other device) that provides a service similar to that provided by the Websites referred to in 2.1(f)(i) above ("the Apps"); and
(APIs): any 'application programming interface' (API) that we make available to allow developers to develop, deploy, offer and use other applications and services that communicate or interact with the Websites, Tools and/or Apps referred to in sub-clauses (i), (ii) and (iii) above; and
acceptance and amendment of Terms
whilst ever a computer, server, phone, tablet or other device that you own, operate or access contains an installation of one or more components of the Services; and/or
each time you Access the Services in any way.
your permitted use of the services
rights including Intellectual property rights
Our rights: We own, or have licences under or authorisations from third parties with respect to, all intellectual property rights in and in relation to the Services (including in relation to all Content in, used by, generated, produced and provided by the Services). Such intellectual property rights are protected by Australian and international laws (including laws relating to copyright and trade marks).
our control over the services
You agree that we may, at any time in our sole discretion, without any notice to you:
user Access: restrict or terminate completely your ability to Access the Services in any way; and
changes: change any or all aspects of the Services (including their appearance, Content and functionality), including by issuing and installing updates on devices on which you have installed the Services.
You must not, without our prior written consent, do or attempt to do (or directly or indirectly ask, direct, invite or permit any other person to do or attempt to do), any of the following things:
commercial use: charge any person any direct or indirect fee in any form for, or in connection with, any Accessing of the Services;
modification: modify any component of the Services in any way (including by changing Content or functionality or appearance, or by removing notices such as copyright notices);
reproduction: reproduce, republish or otherwise make available through any means (including by, on or through other privately or publicly accessible media such as on drives, databases, the internet, in newspapers, journals, television or radio) the Services or any Content associated with the Services (including Content on which the Services are based or that makes provision of the Services possible);
translate, manipulate, improve or adapt: translate, decompile, reverse-engineer, extract the source-code of, make any improvements to, or make any derivative works based on, the Services or any Content associated with the Services (including Content on which the Services are based or that makes provision of the Services possible);
misleading others: do any thing (including by making any representation or utilising any design or code, such as website framing) that could actually or potentially mislead or deceive a person into believing that any component of the Services is being provided by any person other than us or a person appropriately authorised by us; and
prohibited uses: Access the Services or any Content associated with the Services (including Content on which the Services are based or that makes provision of the Services possible) by any means or for any purpose:
unauthorised purposes: other than for the purposes for which the Services are intended to be used;
unauthorised access: that involves interfering with or hindering the Services, or Accessing or trying to Access: (i) the Services in ways other than using the interfaces, tools, environments and instructions we provide; or (ii) any component of the Services that you are not authorised to Access (including components relating to the functionality and operation of the Services, or that house information of any kind);
advertising: that promotes any other product or service, other than as explicitly invited or permitted as part of any inherent advertising functionality built in to the Services specifically for the purposes of promoting or adverting third party goods or services;
automated information mining: that involves the automated bulk collection of data or information from or through the Services (where 'bulk collection' means collection that would exceed that which a reasonable personal user would be expected to collect for personal, non-commercial use);
damaging use: that is contrary to our interests (including to encourage users of the Services to use other services that are similar to, in competition with or substitutes for, the Services);
illegal use: that would be unlawful under any relevant law;
infringing use: that infringes our rights or the rights of any other person; or
unsafe use: in any way (including on mobile devices) that distracts you unsafely, such as when you are operating vehicles or heavy machinery or when you are required to concentrate on your surroundings (including when you need to obey traffic, workplace or safety laws).
if you Contribute content
If you contribute (or if you would like to contribute) Content to, or in connection with, the Services in any way (including by submitting, posting or entering data or information, or making tools, code or functionality available), you agree to the following (unless you have our prior written consent otherwise):
permitted purposes only: you must only contribute Content for the purposes of using the Services for the purpose for which they are intended to be used, and as otherwise permitted by us in writing;
you are responsible: you are legally responsible and liable for all Content you contribute, and for the consequences of and events caused by your contributions;
your warranties: you warrant that:
required rights: you have all the required ownership rights, permissions and licences (including with respect to confidential information and intellectual property rights, including trade marks, copyright and related moral rights) to contribute the Content you contribute; and
nature of content: all Content you contribute: (i) is true and accurate; (ii) does not infringe the rights (including with respect to confidential information and intellectual property) of any other person; (iii) is not illegal, threatening, discriminatory, harassing, abusive, offensive, defamatory, vilifying, obscene, pornographic or indecent; (iv) is not Contributed in contravention of any applicable law or in contempt of any court or parliament; (v) does not contain any computer virus or malware or other harmful or potentially harmful components; and (vi) is not capable of being used for any purpose other than for the purposes for which the Services are intended to be used;
our control: we may, for any reason at any time and in our sole discretion, without any notice to you, edit, block or delete any Content you contribute;
our rights: you grant to us a perpetual, sub-licensable, royalty-free, non-exclusive, world-wide licence to use, in our discretion (including by copying, re-distributing, adapting, transmitting, publishing, broadcasting, publicly performing and displaying in any media), any Content you contribute (and you warrant that you have the necessary or rights and powers to grant such a sub-licensable licence to us), provided that we may only do so for the purpose of being able to provide, maintain, understand, manage and improve the Services;
moral rights: you consent (and warrant that you have all rights necessary to grant such consent) to us doing the following things in relation to the Content you contribute: (i) not attributing you or any person as the author of such Content; (ii) attributing any other person as the author of such Content; and (iii) modifying, altering or using such Content in any way in our discretion (even if this is done in a way that would constitute derogatory treatment of such Content or would affect the reputation of the author of such Content) provided that we may only do so for the purpose of being able to provide, maintain, understand, manage and improve the Services and the services of others with whom we interact in connection with our provision of, or your Accessing of, the Services.
Your account: If you are a registered subscriber of the Services, you may receive or establish an account which may include login details, passwords and other information specific to you (an "Account").
Using your Account: You must not:
reveal your Account password to others (whether deliberately or through carelessness or by failing to take reasonable steps to protect the secrecy or security of your password); or
allow others to use your Account.
Account security: Without limiting the effect of clauses 15, 16, and 17, you are entirely responsible for all activities that occur on or through your Account (and for the consequences of such activities) even if those activities were conducted by another person, and you agree to notify us immediately in writing of any unauthorised use of your Account or any other breach of security.
Unauthorised Access: You must not (whether yourself, or through the activities of any other person), directly or indirectly use, Access or attempt to Access any Account that is not yours.
Inherent risks: You acknowledge that you are aware that there are inherent risks associated with the transmission of information through or in connection with the Services. Without limiting the effect of clauses 15, 16, and 17, you agree that we do not guarantee the safe and secure transmission of information to or from you in connection with the Services.
if you deploy the services on an external location, or if you advertise
required rights: you have all the required rights, permissions and licences (including with respect to intellectual property) to do so; and
nature of Content: none of the Content contained on the External Location in question: (i) is untrue, inaccurate or misleading; (ii) infringes the rights (including with respect to confidential information and intellectual property) of any other person; (iii) is illegal, threatening, discriminatory, harassing, abusive, offensive, defamatory, vilifying, obscene, pornographic or indecent; (iv) is on the External Location in contravention of any applicable law or in contempt of any court or parliament; (v) contains any computer virus or malware or other harmful or potentially harmful components; or (vi) will allow any person to Access the Services for any purpose other than for the purposes for which the Services are intended to be used; and
publicity: you give us permission to disclose and promote publicly (including on our websites) that you have so deployed or advertised (including by us publicly using expressions such as "as seen on" and "as used by"), and you hereby consent to us using your name, logo and other trade marks solely for that purpose.
You give us permission to collect, store, disclose (including to others located in the USA, Europe and other countries outside of Australia) and use Personal Information, provided that we may only do this:
for the purpose of us being able to provide, maintain, understand, manage and improve the Services and the services of others with whom we interact in connection with our provision of, or your Accessing of, the Services;
for any other purpose to which you consent; and
in addition to and without limiting the scope of 11.1(a)(i) above, as we are otherwise required to do so by relevant laws in the countries in which the Services are provided or Accessed.
Third party services and input
Without limiting in any way the effect of clauses 13, 15, 16 and 17, you understand and accept that certain elements of the Services may use, reflect or convey Content, services and other functionality (including booking-making and payment-processing services) provided by third parties, and this limits our ability to control the quality of the Services.
To the full extent permitted by law, we do not endorse, nor are we responsible or liable in any way for (or in connection with the Accessing of) any Content, services and other functionality provided by third parties which we or you Access in connection with your Accessing the Services or our providing the Services.
referrals (including links and advertisements) and content at external locations
A reference in this clause 13 to:
a "Referral" is a reference to a link, advertisement, referral and all other Content or functionality that makes you aware of, or directs you to, anything (including any Content or service or offering) provided by a person other than us; and
"External Content" is a reference to Content on an External Location, where such Content is not part of the Services (for example, if a widget forming part of the services is deployed on an External Location, then all the Content other than the widget is considered "External Content" for the purposes of this clause 13).
To the full extent permitted by law: (i) we do not endorse, nor are we responsible or liable in any way for anything (including any Content, products or services) available, Accessed or purchased as a result of any Referral or through any External Content; and (ii) if you Access or purchase Content, products or services as a result of any Referrals, or through or based on any External Content, you do so entirely at your own risk.
special clauses re application programming interfaces (APIs)
This clause 14 applies if you Access an API.
We offer Access to our APIs through a number of different packages, which we call "tiers". Each tier has different costs, rights, entitlements and limitations, as outlined in this clause 14.2.
Our tiers are identified using the following names:
The table below sets out the costs, rights, entitlements and limitations that apply to each tier, where:
the tier that applies to you is the tier that you selected as part of the process of Accessing an API, or the tier to which you are automatically upgraded or downgraded as part of the terms of another tier you had selected; and
"Transaction" means every time an API is asked or used to calculate, compute, determine or convey a single unique item of information for the purpose of allowing you (or users of your applications or services) to make use of the information calculated, computed, determined or conveyed by the API or the Content or Services on which the API is based or which the API forms part of; (by way of example, using an API to make a basic routing call about navigating from point A to point B will equate to one Transaction, whereas using an API to determine one-to-many routes, or all-day routing, will equate to multiple Transactions (with the exact number of multiple Transactions depending on the complexity of the request));
Price per 1000 "Transactions" (as defined above)
This is the amount we will charge you for every block of 1000 Transactions.
(for example, 1050 transactions will cost USD4.00, as this is 2 blocks of 1000 Transactions)
(for example, 1200 transactions will cost USD3.00, as this is 2 blocks of 1000 Transactions)
Price on application
(costs to be outlined in the separate enterprise level agreement)
Maximum Transactions per minute
This is the maximum number of Transactions, in a one minute period, that you are entitled to make when you are on the on the relevant tier.
Maximum Transactions per month
This is the maximum number of Transactions, in a one month period, that you are entitled to make when you are on the on the relevant tier.
Excess per minute
This is what will happen if you exceed the "Maximum Transactions per minute" entitlement referred to above.
Access to the API is blocked for the rest of that minute
Not applicable, as there is no relevant limit
Excess per month
This is what will happen if you exceed the "Maximum Transactions per month" entitlement referred to above.
Access to the API is blocked for the rest of that month
You will automatically be upgraded to the "Pro" tier for the rest of the relevant month and, for the rest of that month, the terms of the "Pro" tier will apply to your Access to the API, but the transactions used to date in that month will not be re-set – so, for example, your maximum Transactions per month will increase by 500,000 (ie from 250,000 to 750,000)
You will be charged USD3.00 for every block of 1000 Transactions for the rest of that month, and you will be entitled to an unlimited number of Transactions for the rest of that relevant month
Is geocoding and timetable data included?
Is simple ('A-to-B' routing and routing 'via point X') included (including real-time information, but only where available)?
Is advanced, computationally-intensive routing (such as 'one-to-many' routing, and 'all-day' routing) included?
Booking and payments
Does the API integrate with, or provide the ability to make, bookings and payments for trips or trip segments?
Is a software development kit (SDK) made available for iOS and Android?
Level 2 technical support
Is technical support for developers included?
yes(on terms to be included in the separate enterprise level agreement)
Are tools made available to allow you to track usage, expense and other details of your account?
Service Level Agreements
Are there service level agreements, including to guarantee certain levels of availability and performance and support>
yes(depending on endpoints and region, and on terms to be included in the separate enterprise level agreement)
Are custom integrations (such as adding support for new regions, adding support for new transport service providers, custom SDK developments, white labels or other features or tools) available?
Can you re-sell or bundle the information generated by the API?
Compulsory attribution(see cl 14.3)
Is it compulsory for your tools, services and Content that Access an API to include, prominently, when conveying the information based on Access to the API, the words "Powered by SkedGo/TripGo"(see cl 14.3)
yes, must include attribution(see cl 14.3)
attribution not required(subject to terms to be included in the separate enterprise level agreement)
If the table in clause 14.2 indicates that the tier that applies to you requires you to make the compulsory attribution then you must:
ensure that the words "Powered by SkedGo/TripGo" (or any other alternative words that we notify you of from time to time) are displayed:
on the same screen as the screen displaying the information that has been derived based on Access to the API; and
prominently (which means that the words must be displayed in font that is at least the same size as the information, derived based on Access to the relevant API, being communicated to the user),
(and if you send us screen shots that demonstrate the manner in which you display the information required under this clause and we approve of the manner so demonstrated, then you can continue to use that approach for the purposes of this clause until we notify you otherwise);
allow any information, data or other Content that we deliver (as part of your Accessing the API) that includes the words "Powered by SkedGo/TripGo" (or any other alternative words that we notify you of from time to time) (together, the "attribution words") to be displayed on your services, tools and other Content in accordance with the requirements in clause 14.3(a); and
not remove, restrict or interfere with the "attribution words" any data, information or other Content referred to in clause 14.3(b).
notice re costs: we will give you at least 14 days' written notice of quantitative changes such as changes to prices and maximum allowances;
shorter notice: if we do not give you sufficient notice as required under 14.4(a)(ii) then your only remedy is that, if you write to us telling us that you do not wish to continue with your current minimum committed period, we will cancel your Access to the APIs until the end of the minimum committed period and we will refund to you a portion of any fees you had pre-paid, pro-rated for the period of time already used (for example, if you decide to cancel half way through a monthly commitment, then we will refund to you half of any fees you paid in advance); and
acceptance: if you continue to Access an API after the notice period expires then you will be deemed to accept the changes made and all ongoing Access by you of all APIs will be subject to the new terms as amended.
Applicable changes: Clause 14.4(a) only applies to:
changes or proposed changes that increase the costs or decrease the maximum entitlements of a tier to which you could potentially be automatically upgraded (as outlined in the table in cluse 14.2(c)). For example, if you are on the "light" tier and potentially subject to being upgraded automatically to the "pro" tier, and proposed changes to the "pro" tier do not increase the costs or decrease the maximum entitlements, then clause 14.4(a) will not apply.
Payment: The following clauses apply in relation to your payments to us in connection with your accessing of the APIs:
"Payment Facility" means any credit card, debit card, bankcard, Paypal account, bank account or other payment facility, details of which you provide to us for the purposes of your being able to make payments in connection with your Accessing of APIs;
process: at the end of each calendar month, we will:
statement: email to you (at the latest contact email address you have notified to us) a statement outlining details of your Access to APIs (including the number of Transactions as defined under clause 14.2(c)(ii)); and
problems and delays: If we attempt to extract or obtain payment from your Payment Facility and the process does not work for any reason then:
interest: without limitation to any other remedies that we may have, interest will accrue and will be payable by you on all overdue amounts if the problem or delay was caused by your act or omission (for example, if you did not maintain correct details regarding your Payment Facility), such interest to be calculated on a daily basis from the date for due payment of the overdue amount until the date of payment of the overdue amount, at an interest rate equal to the Interest Rate, where:"Interest Rate" means an annual rate of interest that is equal to: 3% + the "small business; variable; small overdraft" indicator lending rate ("FILRSBVSO", published by the Reserve Bank of Australia at www.rba.gov.au) that applied during the period when the amount was overdue.
(No representations): To the full extent permitted by law, we make no representations or warranties (including in relation to availability, currency, accuracy, suitability, security, virus-free nature, malware-free nature, safety, effectiveness, performance, reliability, support, improvements, updates, merchantability, or fitness for any particular purpose) with respect to the Services (including with respect to their Content or functionality, and including those components of the Services that use, reflect or convey Content and other functionality provided by third parties).
(General information only): The Services (including all Content and functionality used, deployed or made available through the Services) are provided as general information only and should not be relied upon:
in place of professional or expert advice; or
in circumstances of emergency or urgency or any other situation where a failure or deficiency with respect to the Services (including in relation to their availability, currency, accuracy, suitability, security, virus-free nature, malware-free nature, safety, effectiveness, performance, reliability, support, improvements, updates, merchantability, or fitness for any particular purpose) could result in harm or damage of any kind to any thing or any person (including to you).
(Use around the world): we make no representation that the Services, or your Accessing them, comply with the laws of any country outside Australia. If you Access the Services in or from a country outside Australia, you are solely responsible for ensuring that doing so is in compliance at all times with all laws in the place where you are located.
(Exclusions): To the full extent permitted by law, neither we nor our employees, officers, agents or contractors, nor their employees, officers, partners, agents or contractors, shall be responsible or liable for any loss or damage (including, without limitation, any direct, indirect or consequential loss or damage, loss of profits, loss of data or loss of opportunity) howsoever caused (whether under statute, in contract, tort (including negligence) or otherwise), in connection with, or arising as a result of, you or any other person Accessing the Services.
(No claims): To the full extent permitted by law, you agree that you will not make any claim or commence proceedings of any nature against us in connection with our provision of, or your Accessing of, the Services (including in relation to their availability, currency, accuracy, suitability, security, virus-free nature, malware-free nature, safety, effectiveness, performance, reliability, merchantability, or fitness for any particular purpose, and including in relation to any third-party services to which you are directed or exposed in connection with or as a result of your Accessing of the Services or our providing the Services).
(Capped): To the full extent permitted by law, in so far as our liability (and/or that of our employees, officers, agents or contractors and their employees, officers, partners, agents and contractors) may not be excluded, such liability is limited, at our discretion, to the resupply again of any good or service giving rise to the relevant liability, or payment of the cost of having the good or service giving rise to the relevant liability performed again, or the replacement or repair of goods or services giving rise to the relevant liability or the payment of the cost of having such goods or services replaced or repaired, or the refund by us to you of some or all of any periodic fees paid by you in connection with the provision of a good or service in relation to which the relevant liability arose (eg a refund of some or all of a monthly fee with respect to the month in which the good or service giving rise to liability was provided), or the payment of a maximum aggregated total amount (aggregated across all claims made by all separate claimants in connection with the Services) of AUD500.00.
You agree to indemnify us and our employees, officers, partners, agents and contractors and our related bodies corporate and their employees, officers, partners, agents and contractors ("the Indemnified") from and against all costs (on a full indemnity basis including, without limitation, reasonable legal and accounting costs) damage, loss and liabilities that any or all of the Indemnified may incur or suffer in connection with any claims, demands, actions or proceedings brought or made against any or all of the Indemnified by any person in connection with, resulting from, or alleged to result from:
your Accessing of the Services;
any act or omission of yours or of any of Your officers, employees, agents or contractors in connection with the Services (including in relation to the availability, operation, maintenance or Accessing of the Services).
We hold the benefit of the indemnity in this clause 17 on trust for each of "the indemnified" (as defined in clause 17.1(a)) and can, if requested by any of them, enforce it on their behalf.
(definitions) For the purposes of this clause:
Device means any and all of an Android Device, an Apple Device, a Blackberry Device, and a Windows Device;
Android Device is a device that operates an operating system known as an "Android" operating system or which is commonly associated with Google Inc or the products or services promoted on or through or associated with www.google.com or the Google Play Store (including at play.google.com) or www.android.com;
Apple Device is a device made available by or through, or commonly associated with, Apple Inc or the products or services promoted on or through or associated with www.apple.com or "iTunes" or the Apple "App Store" (including at www.itunes.apple.com);
Blackberry Device is a device made available by or through, or commonly associated with, BlackBerry Limited or the products or services promoted on or through or associated with www.blackberry.com or appworld.blackberry.com; and
Windows Device is a device made available by or through, or commonly associated with, Microsoft or the products or services promoted on or through or associated with www.windows.com or www.microsoft.com or www.windowscentral.com.
you must immediately uninstall the Services from all locations and devices on which you have them installed;
you are no longer authorised to Access the Services (and you must stop doing so immediately, other than solely to uninstall the Services as required by sub-clause (i) above); and
Interpretation: References to a person include any entity and its successors and assigns; headings are for convenience only and do not affect interpretation; defined terms shall have the same meaning regardless of their grammatical form; single includes the plural and vice versa; use of "including" is non-limiting.
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