REBOTIFY Pty Ltd ABN 63 618 361 792
TERMS OF SERVICE
The Company provides the Rebotify digital platform for creating and managing artificially intelligent chatbots. Use of Rebotify is subject to these Terms of Service.
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
(a) ABN means Australian Business Number.
(b) Account means a registered account with Rebotify.
(c) Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
(d) AI means artificial intelligence.
(e) Authorised User means any registered user of Rebotify authorised to access the Customer’s Account.
(f) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
(g) Chatbot means an AI chatbot created or managed via Rebotify.
(h) Commercial Terms means any additional terms agreed between the Company and the Customer with respect to the Customer’s licence for the use of Rebotify, including with regard to Fees payable, and includes any proposal or quotation accepted by the Customer.
(i) Company means Rebotify Pty Ltd ABN 63 618 361 792.
(j) Confidential Information means any written or verbal information that:
i Is about each party’s business or affairs;
ii Is about the conduct of each party under these Terms of Service, during the term of these Terms of Service;
iii A party informs the other party that it considers it confidential and/or proprietary;
iv A party would reasonably consider to be confidential in the circumstances; and
v Is personal information within the meaning of the Privacy Act and GDPR.
but does not include information that a party can establish:
vi Was in the public domain at the time it was given to that party;
vii Became part of the public domain, without that party’s involvement in any way, after being given to the party;
viii Was in party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
ix Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
(k) Conversation means the text and other User Content a Chatbot is programmed to provide to a Participant as part of any interaction via a Chatbot.
(l) Customer means the entity that Rebotify is licensed to under these Terms of Service (which if in doubt shall be the named Account holder).
(m) Fee means any Fee payable by the Customer for using Rebotify.
(n) Free Account means an Account without Fees subject to any limitations imposed by the Company from time-to-time.
(o) Flowchart means the visual connection of Units comprising the Chatbot.
(p) GDPR means the EU General Data Protection Regulation 2016/679.
(q) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(r) Implementation Fee means the Fee charged by the Company for the Implementation Services as agreed in the Commercial Terms.
(s) Implementation Services means any services provided by the Company to the Customer to assist with the use of Rebotify as agreed in the Commercial Terms.
(t) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
(u) Participant means any individual that interacts with a Chatbot.
(v) Participant Content means any text, designs, graphics, wireframes, images, videos, audio, information, documents or other data that is uploaded into a Chatbot by a Participant.
(w) Privacy Act means the Privacy Act 1989 (Cth).
(y) Rebotify means the Rebotify digital platform for creating and managing Chatbots accessible at the Site.
(z) Site means the Company’s website accessible at https://www.rebotify.com.
(aa) TPS means an online third-party service provider with whom a User holds an account, and may include (without limitation) Facebook, Slack, LivePerson and WeChat.
(bb) Unit means an individual unit with customised rules set up to serve a specific function for a Chatbot.
(cc) User means any Customer or Authorised User.
(dd) User Content means any designs, graphics, wireframes, images, videos, audio, information, documents or other data that is uploaded into, or created using, Rebotify by the User, or that otherwise forms part of the User’s Intellectual Property but excludes any background Intellectual Property that is owned by, or licensed to, the Company, and any derivative data (such as analytics).
1.1 The licence granted under these Terms of Service shall be ongoing until terminated in accordance with the terms of these Terms of Service and/or Commercial Terms.
1.2 The User agrees:
(a) To use Rebotify in accordance with the terms of these Terms of Service and the Commercial Terms; and
(b) If creating an Account, that it is authorised to establish, maintain and pay for the Account for the Customer.
1.3 The Customer agrees:
(a) Unless the holder of a Free Account, to pay any Fees in accordance with the pricing agreed in the Commercial Terms as and when they fall due; and
(b) That it is responsible for the conduct of each Authorised User it authorises, who each must agree to and comply with these Terms of Service.
1.4 Where there is a conflict between these terms, and any Commercial Terms, the Commercial Terms shall prevail.
2 USING REBOTIFY
(a) To access and use Rebotify:
i The Customer’s Account must be set up and registered; and
ii Each User must register with Rebotify, either as a Customer or as a User, as the case may be.
(b) To use Rebotify, the User agrees to the terms of:
i These Terms of Service; and
(c) The User must immediately cease to use Rebotify if the User can no longer agree or adhere to clause (b).
(d) The User agrees to use Rebotify in accordance with any instructions provided by the Company, within Rebotify and/or on the Site.
(e) Rebotify may permit or deny the User an Account with Rebotify in its absolute discretion (although the User may generally obtain an account by registering via Rebotify and accepting these Terms of Service).
(a) Subject to any limitations that apply to Free Accounts, Rebotify shall enable the User to (without limitation):
i Create, customise and update Units;
ii Manage, integrate and deploy Chatbots;
iii Test Chatbots;
iv Manage Flowcharts and connect Units;
v View and access Conversations;
vi Generate analytics data from Conversations;
vii Integrate Third Party Services; and
viii Access and use any other features made available by the Company from time-to-time.
(b) Chatbots may improve their own performance based on the volume and type of interactions it has with Participants. The Company cannot guarantee the efficacy of this feature as operation will depend on a number of factors including (without limitation):
i The way the User configures the Chatbot and customises Units;
ii Participant responses; and
iii Number of Participants that interact with the Chatbot.
3 Chatbots and CONVERSATIONS
3.1 The Customer is solely responsible for each Conversation or Chatbot that it creates, manages or deploys via Rebotify.
3.2 Once deployed the Chatbot will provide User Content and respond to Participants in accordance with a User’s Conversation.
3.3 The Company shall have no responsibility in relation to the Participant Content that the Customer (or any User authorised by the Customer) collects using a Chatbot.
3.4 It is the Customer’s responsibility that all Participant Data is transmitted and stored in a suitable manner for the both the Customer and Participant’s purposes.
3.5 The Customer is responsible for ensuring that its collection and use of Participant Content:
(a) Is not conducted in a dishonest or misleading manner, including informing the Participant that it is interacting with a Chatbot (if necessary in the circumstances);
(b) Complies with (where applicable):
i The Privacy Act and GDPR;
ii Any agreement between the Customer and the Participant;
iii The TPS’ terms and conditions;
iv Any anti-spam legislation; and
v All laws and regulations that may apply.
3.6 The User agrees that the it will not make any User Content available via Rebotify that:
(a) Is defamatory, fraudulent, unlawful, threatening, intimidating, harassing, harmful, hateful, abusive, tortious, vulgar, obscene, invasive of another's privacy, sexist, racist, homophobic, violent, degrading;
(b) Infringes the intellectual or other proprietary interests of third parties;
(c) Impersonates another person or entity, attempts to solicit personal information from another user (except in accordance with the Privacy Act), contains sexually explicit language or images, advertises or promotes the sale of products or services such as firearms, tobacco or alcohol, adult products and services and any other products or services the Company considers to be inappropriate;
(d) Contains spam, chain letters, pyramid and other such selling and marketing schemes, computer viruses, computer code, files or programs or other harmful components that are designed to interrupt, destroy, change or limit the functionality of Rebotify or any other computer software, hardware or other electronic equipment, information which in any way impinges on another user's use or enjoyment of Rebotify or otherwise breaches or encourages other users to breach these Terms of Service;
(e) Violates any law, statute or regulation;
(f) Forges information to disguise the origin of any User Content; or
(g) Encourages or incites any other person to engage in any of the above behaviour.
3.7 The Company cannot guarantee the functionality of and shall not be liable for any Chatbot developed by the Customer or a third party, whether the Chatbot was developed using Rebotify or not.
4 User Content
4.1 The User acknowledges and agrees that:
(a) Rebotify may enable the User to create User Content, but that by doing so the User shall not acquire an interest to any Intellectual Property owned by the Company which may exist in Rebotify.
(b) User Content is the sole responsibility of the individual that provided the User Content to Rebotify.
(c) The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using Rebotify.
(d) The Company may suspend accessibility to User Content that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.
(e) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
(f) The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on Rebotify.
(g) In order to provide the services afforded by Rebotify, where the User Content includes the User’s brand, logo or other intellectual property, it grants the Company a worldwide, revocable license to use the User Content, for the term of these Terms of Service.
(h) The Company may delete User Content on termination of these Terms of Service.
5 PAYING FOR REBOTIFY
(a) With the exception of Free Accounts, Rebotify is a paid service and fees apply to the Customer to access and use Rebotify. Fees are as agreed between the Company and the Customer in the Commercial Terms.
(b) The Company may also charge an Implementation Fee for any Implementation Services as agreed between the parties in the Commercial Terms.
No refunds of Fees are offered other than as required by law.
5.3 Late Payment
(a) If the Customer does not pay Fees as required, the Company may suspend all User access to Rebotify for that Account.
(c) The User agrees that the Company shall not be responsible or liable in any way for:
i Interruptions to the availability of Rebotify or User Content in the event of (a); or
ii Loss of User Content in the event of (b).
6 Third Party Login and Integration
6.1 Registration & Login.
(a) A User may register as a User, access Rebotify and use integrated features by connecting their account with certain TPS’.
(b) As part of the functionality of Rebotify the User may connect their Rebotify account with a TPS for the purposes of deploying Chatbots by:
i Linking their TPS account with Rebotify directly via their Account;
ii Providing their TPS login information to the Company through Rebotify; or
iii Allowing the Company to access their TPS in accordance with its terms and conditions of service.
(c) When connecting Rebotify to a TPS, and while using that TPS to deploy a Chatbot, the User warrants that they are not in breach any of the TPS’ terms and conditions of service.
6.2 Ongoing Availability.
(a) The User agrees that User access to Rebotify may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Rebotify.
(b) The User may disconnect the connection between Rebotify and the TPS at any time.
(c) The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
7 General conditions
(a) By accepting the terms and conditions of these Terms of Service, the Customer is granted a limited, non-exclusive and revocable licence to access and use Rebotify for the duration of these Terms of Service and in accordance with the terms and conditions of these Terms of Service.
(b) The Company may issue the licence to the Customer on the further terms or limitations (including the number of Users) as agreed in the Commercial Terms.
(c) The Company may revoke or suspend the Customer’s licence(s) for breach of the terms in these Terms of Service.
7.2 Modification of Terms
(a) The terms of these Terms of Service may be updated by the Company from time-to-time.
(b) Where the Company modifies the terms of these Terms of Service, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Rebotify.
(c) If a User does not accept any changes to the terms of these Terms of Service, the User may terminate these Terms of Service and must immediately cease using Rebotify.
(a) The User agrees and accepts that Rebotify is:
i Hosted by the Company and shall only be accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
ii Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Rebotify is available to the User unless expressly agreed in writing.
(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Rebotify.
(c) The Company shall not exercise its rights under clause (b) in a manner that would fundamentally decrease the utility of Rebotify to the User, other than in accordance with the terms of these Terms of Service.
(a) The Company shall provide the support services in the manner published on the Site and/or notified in writing to the User from time-to-time.
(b) The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.
7.5 Use & Availability
(a) The User agrees that it shall only use Rebotify 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 the Company in its discretion.
(b) The User is solely responsible for the security of its username and password for access to Rebotify. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Rebotify account.
(c) The User agrees that the Company shall provide access to Rebotify to the best of its abilities, however:
i Access to Rebotify may be prevented by issues outside of its control; and
ii It accepts no responsibility for ongoing access to Rebotify.
(a) Security. The Company takes the security of Rebotify 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 the Company’s systems or the information on them.
(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
(c) Storage. Data that is stored by the Company shall be stored according to accepted industry standards.
(d) Backup. The Company shall perform backups of its entire systems in such manner, at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company.
7.8 Intellectual Property
(a) Trade Marks. The Company has moral, unregistered and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company 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 Rebotify.
(c) Rebotify. The User agrees and accepts that Rebotify is the Intellectual Property of the Company and the User further warrants that by using Rebotify the User will not:
i Copy Rebotify or the services that it provides for the User’s own commercial purposes; and
ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Rebotify or any documentation associated with it.
(d) Content. All content (excluding User Content) submitted to the Company, whether via Rebotify or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Rebotify.
(e) Reservation. Nothing in these Terms of Service shall grant the Customer, or any User, any right, title or interest in any of the Intellectual Property of the Company, in particular Rebotify.
The User agrees and acknowledges that Rebotify has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.
(a) The Company agrees to keep all User Content and Participant Content (if any) in the strictest confidence, and to the extent User Content or Participant Content is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.
(b) Each party acknowledges and agrees that:
i the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
ii it owes an obligation of confidence to the Discloser concerning the Confidential Information;
iii it must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;
iv 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
v 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.
(c) A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
i any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information;
ii any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
iii any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.
(d) 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:
i any actual, suspected, likely or threatened breach of a term of these Terms of Service; or
ii 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.
7.11 Liability & Indemnity
(a) The User agrees that it uses Rebotify at its own risk.
(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Rebotify, including any breach by the User of these Terms.
(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Rebotify, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.
(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
i The re-supply of services or payment of the cost of re-supply of services; or
ii The replacement or repair of goods or payment of the cost of replacement or repair.
(a) Unless agreed otherwise in the Commercial Terms, either party may terminate these Terms of Service by giving the other party no less than 1 months’ written notice, and access to Rebotify shall terminate at the end of the Customer’s billing cycle active at the expiry of that notice period.
(b) Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination. Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 7.9, 7.9, 7.11, (a) and 7.14 shall survive termination of these Terms of Service.
7.13 Dispute Resolution
(a) If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
i Includes or is accompanied by full and detailed particulars of the Dispute; and
ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
(b) Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.
(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
7.14 Electronic Communication, Amendment & Assignment
(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.
(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
(d) A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(e) Notices must be sent to the parties’ most recent known contact details.
(g) The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the User.
(a) Special Conditions. The parties may agree to any Special Conditions to these Terms of Service in writing.
(b) Prevalence. To the extent these Terms of Service is in conflict with, or inconsistent with, the terms of any other agreement between the Company and the User, any Commercial Terms, or any special conditions made under these Terms of Service, as relevant, the terms of those other agreements or special conditions shall prevail.
(c) 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 these Terms of Service.
(d) Relationship. The relationship of the parties to these Terms of Service does not form a joint venture or partnership.
(e) Waiver. No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.
(g) Governing Law. These Terms of Service are governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
(h) Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.
(i) Interpretation. The following rules apply unless the context requires otherwise:
i Headings are only for convenience and do not affect interpretation.
ii The singular includes the plural and the opposite also applies.
iii If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
iv A reference to a clause refers to clauses in these Terms of Service.
v A reference to legislation is to that legislation as amended, re enacted or replaced, and includes any subordinate legislation issued under it.
vi Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
vii A reference to a party to these Terms of Service or another agreement or document includes that party's successors and permitted substitutes and assigns (and, where applicable, the party's legal personal representatives).
viii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
ix 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.
END TERMS OF SERVICE