A.1 These Terms of Service form an agreement (Agreement) between Appbot Pty Ltd ABN 23 601 945 715 (Appbot), an Australian company, and the user (User).
C.1 Appbot own and operate the Appbot service (Appbot Service) made available via the website appbot.co (Site), which allows Users to search, organise and review App Store Reviews, App Data and other information, as well as any other features introduced from time-to-time.
D.1 In order to access the Appbot Service, users must register as a User.
D.2 Appbot may, at its sole discretion, offer new Users a free trial of the Appbot Service (Free Trial), for such period as Appbot may at its sole discretion determine. Appbot may amend or withdraw Free Trials at any time for any reason. If a User wishes to continue using the Appbot Service after the end of any Free Trial, it must enter into a paid subscription. A maximum of one free trial per user is allowed.
D.3 Users may subscribe to access the Appbot Service under various plans (Plans) offered by Appbot. Different Plans have different usage and other limits (Plan Limits). Details of Plans and Plan Limits are set out at https://appbot.co/plans/ & https://app.appbot.co/choose_plan.
D.4 The Plan Term shall commence on the date of subscription for a Plan and end on the last day of the term of the Plan selected during the checkout process (Initial Term). Unless either Appbot or the User notifies the other that it does not wish to renew the Plan before the end of the Plan Term, and subject to clause I.2, the Plan Term will automatically renew for further periods equal to the Initial Term at the end of the current term.
E.1 During the Plan Term, subject to E.2, Appbot will provide the User with access to the Appbot Service.
E.2 The Plan Limits applicable to the relevant Plan will apply to the User's access to the Appbot Service.
E.3 In the event that the User exceeds any Plan Limit, the Fees will be adjusted at the start of the next billing period to take into account such excess usage. Such increased Fees shall apply for all subsequent billing periods.
F.1 If included in the User's Plan, Appbot agrees to provide the User with access to the Appbot API to enable the User to (without limitation):
(a) Access Appbot data in JSON format ; and
(b) Input App Data into the Appbot Services.
F.2 All Appbot API requirements are documented at https://app.appbot.co/api.
F.3 Failure to follow the Appbot API documentation may result in the inadvertent transmission of unintended information into the Appbot Service. The User irrevocably releases Appbot from any liability with respect to its storage of such information.
G.1 Age. Only persons over the age of 18 may register as a User.
G.2 Fair use. The User agrees that it shall only use the Appbot Service and Appbot API for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Appbot in its discretion. Appbot may terminate a User's access to the Appbot Service and Appbot API if Appbot considers that the User is in breach of this clause.
G.3 No resale of App Data. Users may not in any circumstances resell, licence or otherwise commercialise any App Data or App Store Reviews. The Appbot Service and Appbot API are provided for a User's internal use only. Appbot may terminate a User's access to the Appbot Service and Appbot API if Appbot considers that the User is in breach of this clause.
G.4 Publication of App Data Appbot data may not be published publicly (either online or offline) without the express written consent of Appbot. The User agrees that if they publish any material (whether offline or online) that incorporates App Data, the User must ensure that Appbot is acknowledged as the source in a direct and clear manner (for example, by referencing Appbot and/or providing a link to the Site).
G.5 Team Members. Users may only share their account with their employees and consultants (Team Members). Users are not permitted to share accounts with other companies or unrelated persons. Appbot may terminate a User's access and/or a Team Member's access to the Appbot Service and Appbot API if Appbot considers that the User or Team Member is in breach of this clause.
G.6 Rights in App Data or App Store Reviews. Nothing in this agreement operates so as to transfer any rights in any App Data or App Store Reviews to the User. Such rights remain vested in the relevant App Store.
G.7 Appbot reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Appbot Service and/or Appbot API.
G.8 Appbot has no relationship with any App Store. The Appbot Service depends on the continued availability of access by Appbot to the App Data and App Store Reviews. In the event that any App Store prevents or limits Appbot's access to App Data or App Store Reviews, the functionality or content of the Appbot Service and/or access to App Data may be reduced accordingly. Appbot shall have no liability to a User in the event that an App Store prevents or limits Appbot's ability to access App Data and/or App Store Reviews.
H.1 Users may be able to use their Appbot account to receive and/or push App Data from and/or to certain third party services (TPS).
H.2 Users may disable the receive/push functionality between the Appbot Service and the TPS at any time.
H.3 Appbot has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
I.1 Users may be able to connect their Appbot account with their App Store developer account (Development Account) to reply to App Store Reviews and such other functions Appbot may make available from time-to-time.
I.2 Users shall be provided with instructions to connect their Developer Account with their Appbot account and shall be exclusively responsible for ensuring that such instructions are followed exactly as described by Appbot. Appbot shall not be liable or responsible for any loss or damage suffered by the User (including without limitation the loss of data or transmission of unintended data) for any action taken by a User not in compliance with instructions.
(a) The User shall pay such fees as may apply to their Plan as described on the Site from time-to-time (Fees).
(b) Appbot may change any Fees at any time by giving the User 1 months' notice. These changes will become effective when the User next makes a payment.
All Fees are payable in advance. Payments must be made through the Site using the Site's designed payment systems, unless agreed directly with Appbot. Access to the Appbot Service and Appbot API may be withheld by Appbot until funds have cleared.
All transactions are processed in US dollars.
Fees are exclusive of taxes, which Appbot will charge as applicable. If GST is applicable to any payment by a User to Appbot then:
(a) The fee is inclusive of GST; and
(b) Appbot will provide the User with a Tax Invoice for its payment.
If a User are is required to deduct or withhold any tax, the User must pay the amount deducted or withheld as required by law and pay Appbot an additional amount so that Appbot receive payment in full as if there were no deduction or withholding.
No refunds are offered other than as required by law.
K.1 Governing Law. Western Australia, Australia.
K.2 Reference City. Perth, Western Australia.General Conditions
1.1 The following definitions apply in this document:
(a) App Store means the app stores operated by certain third parties – this may include Apple, Google, Microsoft, Amazon and others.
(b) App Data means any data about an app made available via the Appbot Service, whether imported by way of API or manual input (or other connector) including (without limitation):
i Data from an App Store in respect of an app or App Store Reviews;
ii Customer, usage or other data from any third party service; and/or
iii Data provided directly by the User.
(c) App Store Review means a review posted on an App Store in respect of an app.
(d) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the Reference City of the Legal Location.
(a) Confidential Information means any written or verbal information that:
i Any information deemed as confidential under this Agreement;
ii A party informs the other party that it considers it confidential and/or proprietary;
iii A party would reasonably consider to be confidential in the circumstances; and
iv Is personal information within the meaning of the Privacy Act.
but does not include information that a party can establish:
v Was in the public domain at the time it was given to that party;
vi Became part of the public domain, without that party’s involvement in any way, after being given to the party;
vii Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
viii Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
(f) General Conditions means the terms and conditions set out in the section of this agreement entitled "General Conditions".
(g) Intellectual Property means all rights (present and future) conferred by common law, equity or statute (and all moral rights) connected with business names, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
(h) Particulars means this agreement's details and variables set out in the section of this agreement entitled "Particulars".
(j) Special Conditions means any special conditions agreed in writing between Appbot and a User.
(k) User Data means all information and data entered into the Appbot Service by a User or on behalf of a User by any party (such as the personal details of a User) but does not include derivative data.
1.2 Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:
(a) The singular includes the plural and the opposite also applies.
(b) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
(c) A reference to a clause refers to clauses in this agreement.
(d) A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
(e) Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
(f) A reference to a party to this agreement or another agreement or document includes that party's successors and permitted substitutes and assigns (and, where applicable, the party's legal personal representatives).
(g) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
(h) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
(i) A reference to dollars or $ is to an amount in US currency.
2.1 This Agreement applies to use of and access to the Appbot Service and Appbot API.
2.2 The terms & conditions of this Agreement may be updated by Appbot in its absolute discretion from time-to-time, and unless stated otherwise by Appbot in writing, such updates shall come into effect for use of the Appbot Service at the time the User is sent notice of the update(s).
3.1 The Appbot Service is only accessible to the User for any Free Trial and the Plan Term.
3.2 The User agrees and accepts that the functional elements of the Appbot Service may be:
(a) hosted by Appbot and shall only be installed, accessed and maintained by Appbot, accessed using the internet or other connection to Appbot servers and is not available 'locally' from the User's systems; and
(b) managed and supported exclusively by Appbot from Appbot servers and that no 'back-end' access to the Appbot Service is available to the User unless expressly agreed in writing.
4.1 The User agrees and accepts that the Appbot API is:
(a) hosted by Appbot and shall only be installed, accessed and maintained by Appbot, accessed using the internet or other connection to Appbot servers and is not available 'locally' from the User's systems; and
(b) managed and supported exclusively by Appbot from Appbot servers and that no 'back-end' access to the API is available to the User unless expressly agreed in writing.
4.2 As a hosted and managed service, Appbot reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Appbot API.
4.3 Appbot shall not exercise its rights under clause 4.2 in a manner that would intentionally decrease the utility of the Appbot API to the User, other than in accordance with the terms of this Agreement.
5.1 The User is solely responsible for the security of its username, password and API access token (if applicable) for access to the Appbot Service and Appbot API.
5.2 The User is responsible for ensuring that Team Members authorised to use the Appbot Service or Appbot API comply with this Agreement in full. The User shall be liable for any breach by a Team Member of any term of this Agreement.
6.1 Appbot shall issue the User an invoice for all payments made by the User to Appbot.
6.2 The terms of payment set out in the Particulars shall apply.
6.3 Refunds are provided for in accordance with the Particulars or as required by law.
7.1 Appbot takes the security of the Appbot Service and the privacy of its users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of Appbot's systems or the information on them.
8.1 By accepting the terms of this Agreement the User agrees that:
(a) Appbot shall provide access to the Appbot Service and Appbot API to the best of its abilities, however it accepts no responsibility for ongoing access to the Appbot Service or Appbot API; and
(b) Appbot shall have permission to access their Appbot account for the sole purpose of providing support and resolving issues within the Appbot Service
(a) Appbot has moral & registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of Appbot.
(b) Apple® App Store®, Google®, Google Play®, Amazon®, Microsoft® and Windows Phone® and other trademarks are the Intellectual Property of their respective owners.
9.2 Proprietary Information. The Appbot Service and Appbot API may use software and other proprietary systems and Intellectual Property for which Appbot has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Appbot Service or Appbot API.
9.3 App. The User agrees and accepts that the Appbot Service and Appbot API are the Intellectual Property of Appbot and the User further warrants that by using the App the User will not:
(a) copy the Appbot Service and Appbot API or the services that they provide for the User's own commercial purposes; and
(b) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Appbot Service or Appbot API or any documentation associated with it.
10.1 Unless agreed otherwise in writing, the User grants to Appbot a non-exclusive, non-transferable, royalty-free licence to use the User’s name, logo and/or trademarks in connection with the promotion of Appbot and the Appbot Service.
11.1 To the extent permitted by law, both Appbot and the User agree that:
(a) Neither party will be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss that the other party may suffer or incur in connection with the Appbot Service or Appbot API, whether or not the party knew or should have known of the possibility of such loss; and
(b) For the avoidance of doubt, neither party will indemnify the other party with respect to any loss suffered or incurred by the other party in connection with the Appbot Service or Appbot API (other than in respect of a breach of this Agreement).
11.2 Notwithstanding clause 11.1, the User may have rights under statutory consumer protection laws including the Competition and Consumer Act 2010 (Cth). The disclaimer of warranties and liability limitations in this Agreement apply subject to any rights the User may have under such laws. If such laws apply, to the extent to which Appbot is entitled to do so, Appbot limits its liability in respect of any claim under such provisions to:
(a) in the case of goods, at Appbot’s option:
i the replacement of the good or the supply of equivalent goods;
ii the repair of the goods;
iii the payment of the cost of replacing the goods or of acquiring equivalent good; or
iv the payment of the cost of having the goods repaired; and
(b) in the case of services, at Appbot’s option:
i the supply of the services again or the payment of the cost of having the services supplied again.
11.3 The User agrees that it and its Team Members uses the Appbot Service and Appbot API at their own risk.
11.4 The User acknowledges that Appbot is not responsible for the conduct or activities of any Team Member and that Appbot is not liable for such under any circumstances.
11.5 Appbot provides sentiment analysis on customer feedback data sets accessed from a number of third party sources. As a result, Appbot is not responsible for any content accessed through the Appbot Service. Appbot makes no representations or guarantees as to the accuracy or suitability of the content accessed through the Appbot Service. Appbot disclaims all liability arising from direct or indirect losses or damages sustained by the User or its affiliates as a result of content accessed through the Appbot Service. Users are directed to contact the party providing the customer feedback directly if they object to the content published.
11.6 Despite anything else in this Agreement, both Appbot and the User’s liability to each other is limited in all circumstances to the value of one month’s fees under the Plan to which the User has subscribed.
12.1 Appbot may revoke or suspend the User's access to the Appbot Service and Appbot API for breach of the terms and conditions in this Agreement by the User or any of its Team Members. Appbot will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.
12.2 On termination of this Agreement for any reason, the User's access to the Appbot Service and Appbot API shall cease.
12.3 Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.
13.1 For any dispute between Appbot and the User, the following process shall apply:
(a) Negotiation. If there is a dispute between the parties relating to or arising out of this Agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;
(b) Mediation. If the dispute between the parties relating to or arising out of this agreement is not resolved within five Business Days of notification of the dispute under clause (a), the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution;
(c) Arbitration. If the dispute between the parties relating to or arising out of this agreement is not settled by mediation under clause (b), either party may by written notice to the other refer the dispute to arbitration administered by the Institute of Arbitrators Australia. The arbitrator will be agreed between the parties from a panel suggested by the President of the Institute of Arbitrators Australia or failing agreement, an arbitrator will be appointed by the President of the Institute of Arbitrators Australia; and
(d) Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that damages would otherwise be inadequate to compensate.
14.1 The User can direct notices, enquiries, complaints and so forth to Appbot as set out in this Agreement or on the Site. Appbot will notify the User of a change of details from time-to-time.
14.2 Appbot will send the User notices and other correspondence to the details that the User submits to Appbot on registration, or that the User notifies Appbot of from time-to-time. It is the User's responsibility to update its contact details as they change.
14.3 A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
15.1 The User may only assign or otherwise create an interest in their rights under this Agreement with the written consent of Appbot.
15.2 Appbot may assign or otherwise create an interest in their rights under this Agreement by giving the User written notice.
16.1 The Company agrees to keep all other User Data in the strictest confidence, and to the extent User Data is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.
16.2 Each party acknowledges and agrees that:
(a) The Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
(b) It owes an obligation of confidence to the Discloser concerning the Confidential Information;
(c) It must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;
(d) All Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
(e) Any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
16.3 A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
(a) Any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.
(b) Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
(c) Any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.
16.4 The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
(a) Any actual, suspected, likely or threatened breach of a term of these Terms of Service; or
(b) Any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
17.1 Formation. This Agreement is formed when the User acknowledges their consent to this Agreement, whether done electronically or physically.
17.2 Prevalence. Each party to this Agreement agrees to the clauses in the Particulars, the Special Conditions (if any) and the General Conditions. The Particulars, Special Conditions and the General Conditions form a single legal agreement. To the extent that the Particulars or the Special Conditions are inconsistent with the General Conditions, the terms of the Particulars will prevail. To the extent that the Special Conditions are inconsistent with the Particulars, the Special Conditions will prevail.
17.3 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
17.4 Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
17.5 Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
17.6 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
17.7 Governing Law. This Agreement is governed by the laws of the state set out in item J of the Particulars. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
17.8 Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this Agreement.
17.9 Inconsistency. If this Agreement is inconsistent with any other document or agreement between the parties, this document prevails to the extent of the inconsistency.
17.10 Counterparts. This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
17.11 Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
End General Conditions
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