Read this license before accessing or using the InsightIQ Community Platform and/or using the InsightIQ App
1. Application and acceptance
1.1 If you are an individual who has been invited to participate in the Community then these Terms apply to you and contain the terms on which T Garage – Strategy and Research Pty Limited (ACN 613 775 143) (referred to as we, our and us in the Agreement) licenses you (referred to as you and your in the Agreement) to access and use the Platform and the App.
1.2 If you are not an individual described in clause 1.1, then you are not permitted to access or use the Platform or the App.
1.3 By selecting the “I Accept” button and accessing and using the Platform and/or the App, you are agreeing to these Terms. If you do not agree with these Terms, then do not access or use the Platform or the App.
1.4 We may amend or replace these Terms at any time by giving you written notice (by email or a notice within the Platform or App). Your continued use of the Platform and/or App indicates acceptance of any amendment or replacement of these Terms.
2. Grant of Platform Licence
We grant you a Platform License. This license continues until terminated in accordance with these Terms.
3.1 We will provide you with a username and password for accessing the Platform.
3.2 You will:
(a) keep your user name and password secure and only make them available to your authorised representatives; and
(b) immediately notify us if the security of your password or username has been, or may have been, compromised.
Invitation and eligibility
4.1 If you have received an invitation from us or the Sponsor, you may apply to become a Member by completing our application process. By making an application, you warrant to that:
(a) all Personal Information and other information provided by you is correct and complete (and you must keep us updated of any changes to this information); and
4.2 Unless otherwise expressly invited, you may not apply to be a Member if you are an employee (or an immediate family member of an employee) of the Sponsor or agencies associated with the Sponsor. Immediate family member means a spouse, ex-spouse, de-facto, child or step-child (whether natural or by adoption), parent, step-parent, grandparent, step-grandparent, uncle, aunt, niece, nephew, brother, sister, step-brother, step-sister or first cousin of an individual.
4.3 We reserve the right, at any time, to verify the validity of you being a Member and any participation by you in an Activity, including your identity, age and place of residence.
4.4 You agree to us or the Sponsor sending you by email or text:
(a) notifications of new Activities;
(b) invitations to participate in Activities; and
(c) regular newsletters or updates in relation to the Community, Activities, Products and the Platform;
(d) links to Third Party Sites;
(e) surveys and polls relating to the Community, Activities, Products and the Platform; and
(f) any other information that we or the Sponsor may consider relevant to you.
4.5 We and the Sponsor may from time to time provide you with the opportunity to invite other individuals to apply as Members.
4.6 While you are a Member, you will have opportunities to upload, submit or provide Member Content to the Platform and the Community.
4.7 By uploading, submitting or providing your Member Content to the Platform and the Community, you grant each of us and the Sponsor a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, worldwide and irrevocable license to use, reproduce, modify, create derivative works from, adapt, publish and display that Member Content for any purpose in any media, without compensation, restriction on use, attribution or liability. You also consent to the Infringement of your Moral Rights in relation to this use of your Member Content and warrant that you have the full authority to grant these rights.
4.8 You acknowledge and agree that:
(a) your Member Content may become public Content so that any person, including persons who are not Members, can access and view your Member Content, and associate it with you through your profile as a Member;
(b) you are fully responsible for your Member Content; and
(c) we and the Sponsor reserve the right to monitor your Member Content to ensure compliance with these Terms; and
(d) we and the Sponsor may in our or their absolute discretion edit, refuse to post, or remove any Member Content which does not comply with these Terms.
4.9 You will:
(a) ensure that your Member Content is not:
(i) fraudulent, false, misleading or deceptive;
(iii) infringing any person’s IP or privacy;
(iv) defamatory, libellous, obscene, derogatory, pornographic, sexually inappropriate, violent, abusive, hateful, scandalous, harassing, threatening, vulgar or obscene;
(v) objectionable with respect to race, religion, origin or gender;
(vi) unsuitable for children aged under 18; or
(vii) soliciting, encouraging or promoting any of the above,
(b) not post or transmit through the Platform or the Community, any Member Content for commercial purposes, including advertising any third party products and services; and
(c) ensure that your Member Content does not contain viruses or cause injury or harm to any person or entity.
Activities and Rewards
4.10 From time to time you may have the opportunity to participate in Activities, some of which may include the opportunity to receive Rewards. All Activities and Rewards are established, managed, operated and supplied by us. Some Activities will be open to all Members, while others will be open to Members who are selected using criteria determined in the absolute discretion of us or the Sponsor. The purpose of the Activities is to generate discussion, feedback and opinion in relation to the Products and other matters of interest or relevance to us and the Sponsor.
4.11 Some Activities will be subject to Activity Terms, which will be notified to you at the commencement of an Activity. Activity Terms may specify:
(a) entry or eligibility requirements for the Activity;
(b) the start and close times and other timeframes for the Activity;
(c) tasks which are incorporated in the Activity;
(d) criteria used to judge and determine an entitlement to Rewards;
(e) the structure, distribution method, value and other details of Rewards for winners of or participants in the Activity;
(f) the timing and method for notifying entitlements to Rewards; and
(g) any other terms relating to the Activity and entitlements to Rewards.
4.12 If you choose to participate in an Activity, you do so in accordance with these Terms (including any Activity Terms).
4.13 You consent to the receipt of any Reward to which you may become entitled through your participation in an Activity on the following terms:
(a) In no circumstances will an entitlement to Rewards be determined on the basis of chance.
(b) Unless otherwise specified in the Activity Terms and subject to clause 4.13(a), granting Rewards is in the absolute discretion of us or the Sponsor.
(c) Physical receipt of a Reward will be considered your acceptance of the Reward.
(d) Where a Reward consists of a voucher, discount, redemption or coupon, it may be subject to further terms and conditions of the supplier of the Reward which will be made available to you on delivery of the Reward.
(e) All Rewards are awarded on a personal basis and are not transferable, exchangeable or redeemable for cash.
(f) If you are awarded a Reward which is unavailable, we or Sponsor reserve the right to substitute all or any part of that Reward with a similar item or an item of comparable value.
4.14 We or the Sponsor may, in their absolute discretion:
(a) amend, suspend, recommence or terminate an Activity at any time; or
(b) amend the Activity Terms at any time by giving you written notice.
4.15 Subject to your Consumer Rights:
(a) we make no representations and give no warranties; and
(b) you will have no Claims against us, in relation to Activities, Rewards or Products.
Third Party Sites
4.16 Links to Third Party Sites are provided for your convenience only and do not constitute an endorsement by us or the Sponsor. You will not make any Claim against us or the Sponsor in relation to the Third Party Sites, including in relation to any goods or services provided through those sites.
4.17 We hold the benefit of clause 4 both for ourselves and on trust for the licensor of the Platform.
5. Your role
5.1 You will:
(a) strictly comply with our written instructions in relation to your access to and use of the Platform;
(b) only access and use the Platform through the interfaces that we provide;
(c) not copy, modify, enhance or reproduce the Platform, in whole or in part;
(d) not reverse-engineer, reverse-translate, disassemble, de-compile, or otherwise attempt to derive source code to the Platform;
(e) not remove or alter the these Terms, any Activity Terms or any logo, branding, notice or other documentation incorporated in or included with the Platform or Support;
(f) not incorporate, embed, combine, merge or bundle the Platform with any other hardware or software (except to the extent strictly necessary to use the Platform in accordance with its intended purpose and these Terms);
(g) not access or utilise the Platform to violate the law or rights of any person or entity, including sending spam, unlawful or tortious material;
(h) not use the Platform to send or store software viruses, worms trojan horses or other harmful computer code, files, scripts, agents or programs;
(i) not interfere with or disrupt the integrity of the Platform or the data contained within the Platform;
(j) not attempt to gain unauthorised access to the Platform or its related systems or networks;
(k) not license, sub-license, sell, re-sell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to third parties by any method or means including as part of a bureau service, time sharing service, application service provider offering or other managed service offering, other than as contemplated by these Terms;
(l) not use any computerised or mechanical process to access, use or to collect content or data from the Platform or to send unsolicited or unlawful emails to or through the Platform;
(m) not directly or indirectly permit any third party to do any of the matters specified in clauses 5.1(c) to 5.1(l);
(n) give us written notice of any Claim involving the Platform or Support or otherwise potentially involving us as soon as you become aware of any such Claim; and
(o) promptly inform us of any known unauthorised or improper use by any person of the Platform or Support.
5.2 You acknowledge and agree that, from time to time, the Platform will not be operational due to scheduled and unscheduled maintenance. We will use our reasonable endeavours to limit Platform downtime for maintenance.
6. Rights and remedies
6.1 Important consumer information: Full details of the consumer rights and remedies referred to in this clause 6 can be obtained from the Australian Competition and Consumer Commission (ACCC) at www.accc.gov.au or from a local consumer protection agency.
6.2 Important consumer information: Nothing in this clause 6.2 limits your consumer rights and remedies referred to in clauses 6.3 and 6.4. Subject to clauses 6.3 and 6.4:
(a) you agree that all terms, conditions, warranties, guarantees, representations and obligations in relation to our supply to you of goods and services which are implied or granted by statute or general law are excluded; and
(b) other than as expressly set out in these Terms, we do not warrant or represent the performance, accuracy, reliability or continued availability of the Platform or the Community or that the Platform or the Community will operate free from faults, errors or interruptions.
6.3 If our supply of goods and services under these Terms is a supply to you of goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption, then you have important rights under the Australian Consumer Law, including Consumer Rights and remedies. Nothing in these Terms limits those rights and remedies in any way.
6.4 If our supply of goods and services under these Terms that are not of a kind ordinarily acquired for personal, domestic or household use or consumption and cost no more than $40,000, then you have important rights under the Australian Consumer Law including Consumer Rights and remedies, but (subject to clause 6.5) our liability for loss suffered or incurred by you is limited to us:
(a) in respect of goods supplied under these Terms:
(i) replacing the goods or supplying equivalent goods;
(ii) repairing the goods;
(iii) paying the cost of replacing the goods or of acquiring equivalent goods; or
(iv) paying the cost of having the goods repaired,
(b) in respect of services supplied under these Terms:
(i) resupplying the services; or
(ii) paying the cost of having the services supplied again.
6.5 The limitation of liability in clause 6.4 does not apply:
(a) where it is not fair or reasonable for us to rely on that clause; or
(b) in relation to rights granted under sections 51, 52 and 53 of the Australian Consumer Law.
6.6 Where we are liable to you in circumstances which are not covered by clauses 6.3 and 6.4, our total liability to you for all events and occurrences in respect of these Terms, whether in contract, tort including negligence, under statute or otherwise, is limited to $100. However, the limitation of liability in this clause 6.6 does not apply to limit our liability to you in relation to:
(a) personal injury including sickness and death;
(b) loss of or damage to tangible property; and
(c) criminal conduct, fraud or wilful misconduct.
6.7 Subject to any Consumer Rights and to the extent permitted by law:
(a) we are not liable to you in any circumstances for any indirect, economic, special or consequential loss or damage, loss of revenue, time, goodwill, data, anticipated savings, opportunity, reputational loss, loss of production and loss of profit in respect of these Terms or the supply of any goods and/or services;
(b) our liability in respect of these Terms is reduced to the extent that the relevant loss or damage:
(i) was caused or contributed to by you; or
(ii) arises from inaccurate data or information provided by you;
(c) we have no liability to you for any damage, expense, loss or liability suffered or incurred by you to the extent caused by defects, faults or errors in the Third Party Software; and
(d) you indemnify us against any damage, expense, loss or liability suffered or incurred by us (including Claims by third parties) in relation to your Member Content, unless and to the extent caused by our negligence or breach of these Terms.
6.8 We hold the benefit of clause 6 both for ourselves and on trust for the licensor of the Platform.
7. Intellectual Property, data and confidentiality
7.1 We warrant that:
(a) the Platform (other than the Third Party Software) does not infringe the IP of any person; and
(b) we have the right and power to grant you the licences granted under these Terms.
7.2 You acknowledge that, other than as expressly set out in these Terms, you obtain no right, title or interest (including IP) in the Platform or the Platform Content. As between you and us, all IP in the Platform (other than the IP in the Third Party Software) and the Platform Content remains with us, or vests in us on the date of its creation of development.
8.1 We may immediately terminate these Terms and/or your participation in any Activity:
(a) at any time, by giving you 7 days written notice;
(b) if the agreement relating the Community between us and the Sponsor is terminated; or
(c) if you breach these Terms or the relevant Activity Terms.
8.2 Either party may terminate these Terms and any Activity at any time and without giving any reason by giving the other party written notice.
8.3 On termination or expiry of these Terms, you are no longer a Member and will immediately:
(a) cease all access and use of the Platform and participation in Activities; and
(b) destroy or return to us all of our Material in your possession or control.
9.1 Subject to any Consumer Rights, these Terms constitutes the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter. You acknowledge and represent and warrant to us that no representations, warranties, promises, undertakings, statements or conduct (whether express or implied):
(a) have induced or influenced you to enter into, or agree to any terms of, these Terms;
(b) have been relied on in any way as being accurate by you;
(c) have been warranted to you as being true; or
(d) have been taken into account by you as being important to your decision to enter into, or agree to any or all of the terms of, these Terms, except those expressly set out in these Terms.
9.2 These Terms may only be amended in writing signed by both parties.
9.3 Each party warrants that it has the authority, power and capability to enter into and to perform its obligations under these Terms and that its obligations under these Terms are binding and enforceable.
9.4 Our obligations under these Terms are suspended during any period in which we are prevented from performing them by a Force Majeure Event.
9.5 Each term of these Terms will be interpreted in such manner as to be effective and valid under applicable law. If any term of these Terms is held to be prohibited by or invalid under applicable law, that term is ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of these Terms.
9.6 A term of these Terms may not be waived except in writing signed by the party granting the waiver. The waiver by a party of a breach by another party of any term of these Terms does not operate as a waiver of another or continuing breach by that party of that term or any other term of these Terms.
9.7 You will not assign or novate any of your rights or obligations under these Terms without our prior written consent (which we may withhold in our absolute discretion). We may assign or novate any of our rights or obligations under these Terms to any person by notice to you.
9.8 The parties acknowledge that nothing in these Terms constitutes a relationship of joint venture, employment or partnership between them.
9.9 Unless otherwise specified, each party will pay all its costs associated with negotiating and entering into these Terms and performing its obligations under these Terms.
9.10 This Agreement is governed by the laws applicable in the State of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of that State.
10. Definitions and interpretation
10.1 In these Terms:
Activities means activities within the Community that you participate in as a Member, including:
(a) surveys, polls, research, focus discussion groups, online forums, chat sessions, promotions, competitions, games, incentives and marketing activities; and
(b) sampling, consuming and using Products, and includes Rewards associated with those activities.
Activity Terms means terms notified to you by us or the Sponsor which are additional to these Terms and apply to an Activity.
App means the InsightIQ mobile application.
APP Entity means APP entity as that term is defined in the Privacy Act.
Australian Consumer Law means the Australian Consumer Law contained in schedule 2 to the Competition and Consumer Act 2010 (Cth).
Claim means any claim, demand, action or proceeding of any kind (whether in contract, tort including negligence, under statute or otherwise).
Community means the community hosted on the Platform.
Consumer means consumer as that term is defined in the Australian Consumer Law.
Consumer Rights means your rights if you are a Consumer contained in the Australian Consumer Law.
Content means any content, information, review, comment, testimonial, conversation, report, survey response, text, image, video, recording, creative works or writings, reference, link, resource, or other Material in or on the Platform.
Force Majeure Event means any cause beyond our reasonable control, including, your act or omission or those of third parties, fire, storm, flood, earthquake, explosion, accident, act of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, transportation embargo or failure or delay in transportation, plant or equipment breakdown, act of God and act (including laws, regulations, disapprovals or failure to approve) of any government or agency or unavailability of, or defects, faults or errors in, the Third Party Software.
(a) patents, trade marks, services marks, design rights (whether registered or unregistered and including any applications for these rights);
(b) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist;
(c) trade or business names; and
(d) know-how, confidential information and trade secrets, and any other similar rights or obligations whether registrable or not in any country.
Material means material in any form, including documents, reports, products, equipment, information, data, source code, software, software tools, and methodologies.
Member means an individual who has been invited to be a Member, has accepted and been granted membership of the Community in accordance with these Terms.
Member Content means any Content that is uploaded, transmitted, distributed, created, produced, submitted or provided by you or any other person accessing or using the Platform or participating in an Activity using your username and password.
Moral Rights means moral rights as defined in the Copyright Amendment (Moral Rights) Act 2000 (Cth)).
Personal Information has the meaning given in the Privacy Act.
Platform means the InsightIQ research platform and includes:
(a) the App;
(b) the Third Party Software; and
(c) all related software upgrades and updates, add-on components, web services, supplements and other Material provided by us.
Platform Content means:
(a) any Content that is uploaded, submitted, distributed or provided by us or the Sponsor; and
(b) any Content that is uploaded, submitted, distributed or provided by a Member other than you.
Platform Documentation means any documentation provided by us which is incorporated in or associated with Platform.
Platform License means a non-exclusive, non-transferable license to access and use the Platform in accordance with these Terms.
Privacy Act means the Privacy Act 1988 (Cth).
Products means the products and services of the Sponsor and third parties.
Rewards means Product samples, gift cards, vouchers, awards, rewards or prizes associated with Activities.
Sponsor means the person who has commissioned or sponsored the Community (and sometimes, we are that person).
Terms means this document and includes any Activity Terms from time to time.
Third Party Sites means sites and resources located on servers operated and maintained by persons other than the Sponsor or us.
Third Party Software includes open source software and means software:
(a) in which the IP is owned by a third party; and
(b) which is incorporated in, or integrated or linked with, the Platform (or capable of being incorporated in, or integrated or linked with, the Platform).
10.2 In these Terms:
(a) words importing the singular include the plural and vice versa;
(b) a reference to a thing includes a part of that thing;
(c) references to clauses, parties, schedules and annexures are references to clauses of, and parties, schedules and annexures to, this Agreement;
(d) a reference to a party includes its executors, administrators, successors and permitted assigns;
(e) words importing gender include any gender;
(f) other grammatical forms of defined words or expressions have corresponding meanings;
(g) an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate or any government agency;
(h) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
(i) a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
(j) unless expressly stated otherwise, a reference to currency is a reference to Australian dollars; and
(k) wherever "including" or any form of that word is used, it will be construed as if it were followed by "(without limitation)".