Terms of Service

This document was last updated on January 11, 2018.

 

The Populis Terms of Service ("Terms of Service") constitute a legally binding agreement between Populis Pty Ltd., ("Populis," "we", "us", or "our"), the owner and operator of the Populis.com.au website and its related leadership frameworks, blogs, media content, software applications and platform (hereafter, collectively referred to as the "Populis Framework") and you ("you" or "user"), the user of the Populis Framework. By using the Populis Framework in any form or fashion (including, without limitation, navigating populis.com.au or utilizing the Populis framework, software applications, platform or applications), you acknowledge and agree to these terms of service, and the Populis privacy policy, which can be found at http://www.populis.com.au/ and which are incorporated herein by reference. If you do not agree with any of these terms, you may not use the Populis Framework.

The terms of service are intended for all users of the Populis framework, including those who are simply navigating the website or those who register an account. By using the Populis framework, you affirm that you are either more than 18 years of age or possess legal parental or guardian consent, and are fully able and competent to abide by and enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these terms of service and privacy policy. Different sections of the terms of service affect users differently, so please be sure to read these terms of service carefully.

 

1. Populis Framework Overview

The Terms of Service apply to all users of the Populis Framework. Information provided by our users through the Populis Framework may contain references to third party websites (such as links or embedded media), that may not be owned or controlled by Populis. Populis has no control over posting of such links and does NOT assume any responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Populis will not and cannot censor or edit the content of any third-party site.

The Populis Framework is solely a venue for user content. Populis does not guarantee the accuracy, integrity, quality or appropriateness of any content transmitted to or through the Populis Framework. The Populis Framework simply acts as a passive conduit and an interactive computer Service provider for the publication and distribution of content from and between its users. By submitting an order or communication request through the site, you authorize Populis to pass along the order or communication request to the relevant contact person or company. You understand that all content posted on, transmitted through or linked through the Populis Framework, is the sole responsibility of the person or party from whom such content originated. You acknowledge that Populis does not own or control, and is not responsible for any claims, representation or warranties within the content made available through the Populis Framework, and that by using the Populis Framework, you may be exposed to content that is inaccurate, misleading, or offensive. You agree that you must bear all risks associated with, the use of the Populis Framework and any content accessible therefrom.

Populis reserves the right, at its sole discretion, to review, edit or delete any material posted by Users. Populis also reserves the right to refuse to forward or participate with any communication or user we feel is attempting to forward threatening, vulgar or harmful communication. If you see something on Populis that you believe violates our Terms of Service, you should report it to us at info@populis.com.au. Please keep in mind that reporting a piece of content does not guarantee that it will be removed from the site. Populis, at its sole discretion, will decide what actions are necessary to respond to reported content.

 

2. Use of the Populis Framework

A. Limited License Grant: Subject to your compliance with these Terms of Service, Populis hereby grants you a limited, non-exclusive, non-transferable license to access and use the Populis Framework, provided that: (i) your use of the Populis Framework as permitted is solely for your personal use, and you do not resell or charge others for use of or access to the Populis Framework, or in any other manner inconsistent with these Terms of Service; (ii) you do not duplicate, transfer, give access to, copy or distribute any part of the Populis Framework in any medium without Populis's prior written authorization; (iii) you will not attempt to reverse engineer, alter or modify any part of the Populis Framework; and (iv) you will otherwise comply with all Terms of Service (including, without limitation, the Privacy Policy.)

B. Privacy Policy: In order to access and use the features of the Populis Framework, you acknowledge and agree that you will have to provide Populis with personal information subject to the Privacy Policy. You expressly acknowledge and agree that in order to provide the Populis Framework to you and your employees (where applicable), Populis may store and maintain content (including personal information and messages and other communications transmitted by and between you and other users) as part of the Populis Framework. When providing your personal information, you must provide accurate and complete information. By accessing and using the Populis Framework, you hereby give your express consent to Populis to access your personal information as needed to provide the Populis Framework.

C. Prohibited Use of the Populis Framework: In consideration of being allowed to use the Populis Framework (or any portion thereof), you agree that the following actions, without limitation, shall constitute a material breach of the Terms of Service:

  • Transmitting material that infringes or violates the intellectual property or contractual rights of others or the privacy or publicity rights of others.

  • Transmitting content that is unlawful, obscene, defamatory, predatory of minors, threatening, harassing, abusive, slanderous, or hateful to any person or entity as determined by Populis in its sole discretion.

  • Using the Populis Framework in a way that is intended to harm, or a reasonable person would understand would likely result in harm, to the user or others.

  • Collecting information about others, including e-mail addresses.

  • Interfering with or damaging the Populis Framework, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-Framework attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.

  • Posting any materials or otherwise engaging in conduct via the Populis Framework in violation of any applicable local, state, national, or international law or regulation.

  • Using the Populis Framework for any commercial or competitive purpose whatsoever without express, written permission from Populis.

  • Using any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the Populis Framework or any portion thereof, without the express, written consent of Populis.

  • Taking any action with respect to the Populis Framework which we deem to be (in our sole and absolute discretion) inappropriate for, damaging to, or not in the best interest of, the Populis Framework or the best interests of Populis’ business operations.

  • Assisting any other party in doing or engaging in any of the foregoing conduct.

Populis expressly reserves the right, in its sole discretion, to terminate a user's access to the Populis Framework or any portion thereof due to any act that would constitute a violation of the Terms of Service. In addition to violating the Terms of Service, the foregoing actions on your part, or on behalf of any entity you are employed or otherwise acting as an agent for, involving intentional, unauthorized access of a protected computer or user accounts, may constitute a violation of state and federal law, including, but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), and may potentially subject you and any affiliated parties to civil liability and criminal prosecution.

 

3. Intellectual Property Rights

All aspects of the Populis Framework, including, without limitation, the design of Populis Framework and its component parts (including the Populis software application and platform), Populis created text, scripts, graphics, interactive features and the like, except Status Submissions (as defined below), and the trademarks, Framework marks and logos contained therein ("Marks"), are owned by or licensed to Populis and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Populis reserves all rights not expressly granted in and to the Framework. You agree to not engage in the use, copying, or distribution of any of the Populis Framework from Populis, other than expressly permitted herein, including any use, copying, or distribution of Status Submissions of third parties obtained through the Populis Framework for any commercial purposes.

 

4. Copyright Infringement

All users of the Populis Framework represent and warrant they shall comply with all applicable copyright laws. In the event we receive proper notification of claimed copyright infringement, the response to such notice may include removing or disabling access to material claimed to be the subject of infringing activity and possibly terminating your account and/or the right to use our site. If you believe any material via the Populis Framework (including its website) constitutes an infringement of a copyright you own, you may file a notice of infringement to the contact identified below. A user who materially misrepresents that material is infringing will be liable for the costs incurred by us and our associated persons, including attorney fees. Accordingly, if you are uncertain whether you are or you represent the proper copyright holder or if copyright laws protect the subject materials, you are strongly advised to consult a qualified attorney at your own expense. Any copyright infringement notification must be a written communication, transmitted by fax or regular mail, setting forth the following:

  • a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

  • detailed identification of the copyrighted work claimed to have been infringed;

  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

  • your contact information, including your address, telephone number, and an email address;

  • a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  • a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Copyright Infringement Notifications should be addressed as follows: Populis 40 Turner Avenue Haberfield, NSW, Australia 2045

 

5. Modifications to Populis Framework and Terms of Service

Populis reserves the right to modify, limit, suspend or terminate any and all Frameworks offered on or through the Populis Framework (or any feature thereof) for any reason, without notice, at any time. Populis reserves the right to alter the Terms of Service or other Populis policies at any time, so please review the policies frequently. You should regularly review the Terms of Service as posted on this web page to check for amendments and modifications. You understand and agree that if you use the Populis Framework after the date on which these amendments or modifications have been applied to the Terms of Service, Populis will treat your continued use of the Populis Framework as acceptance of the updated Terms of Service. You may not amend or modify the Terms of Service and your obligations thereunder at any time without our prior written consent.

 

6. LIMITATION OF LIABILITY

Neither Populis nor its affiliates, licensors or suppliers will be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Populis has been advised of the possibility of these damages), resulting from your use of the Populis framework. Under no circumstances will Populis or its affiliates', licensors' or suppliers' total liability of all kinds arising out of or related to this agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the greater of the total amount paid by you to Populis for service or $1.00. The limitations set forth in this agreement apply even if any limited remedy under this agreement fails of its essential purpose. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation on consequential or incidental damages may not apply to you.

 

7. NO WARRANTIES

Populis provides the Populis framework "as is" and without any warranty or condition, express, implied or statutory. You expressly understand and agree that your use of the Populis framework is at your sole risk and that Populis does not represent or warrant to you that: (i) your use of the Populis framework will meet your requirements; (ii) your use of the Populis framework will be uninterrupted, timely, secure or free from error; (iii) any information obtained by you as a result of your use of the Populis framework will be accurate or reliable; and (iv) that defects in the operation or functionality of any software provided to you as a part of the Populis framework will be corrected. Populis specifically disclaims all warranties and conditions of any kind, whether expressed or implied, including, but not limited to, any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement. In addition, no advice or information (oral or written) obtained by you from Populis shall create any warranty not expressly stated in this agreement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. You may also have other legal rights that vary from state to state.

 

8. INDEMNITY

You agree to indemnify and hold Populis harmless from and against all damages, costs (including, without limitation, settlement costs), losses, expenses, (including without limitation, reasonable attorneys' fees) and liabilities relating to any claim or demand asserted by any party against Populis or its officers, directors or employees. Arising from or related to your activities or conduct on or through the Populis framework.

 

9. Governing Law & Exclusive Forum

The Terms of Service will be interpreted in accordance with the laws of the State of New South Wales, without regard to its conflict-of-law provisions. You acknowledge and agree that any disputes, actions, claims or causes of action arising out of or in connection with the Terms of Service or the Populis Framework shall be subject to the exclusive jurisdiction of the state and federal courts located in NSW, Australia. You agree to submit to the personal jurisdiction of a state court located in NSW, Australia in relation thereto. The choice of law of and exclusive venue in California apply to you regardless of where you are accessing the Populis Framework from and even if you are accessing the Populis Framework from outside of Australia.

 

10. Miscellaneous

The Terms of Service (together with the Privacy Policy and any supplemental agreements between you and Populis) represent the parties' entire understanding relating to the use of the Populis Framework provided related thereto and supersedes any prior or contemporaneous, conflicting or additional, communications. You may not assign these Terms of Service or your obligations thereunder without the prior written approval of Populis. Any purported assignment in violation of this section shall be void. Populis reserves the right to use third party providers in the provision of the Populis Framework. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms of Service, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court or arbitral forum costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy.

 

11. Contact Us

The Terms of Service (together with the Privacy Policy and any supplemental agreements between you and Populis) represent the parties' entire understanding relating to the use of the Populis Framework provided related thereto and supersedes any prior or contemporaneous, conflicting or additional, communications. You may not assign these Terms of Service or your obligations thereunder without the prior written approval of Populis. Any purported assignment in violation of this section shall be void. Populis reserves the right to use third party providers in the provision of the Populis Framework. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms of Service, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court or arbitral forum costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy.

 

Contact Us

If you have any questions about this Privacy Policy, the practices of this site, or your dealings with this site, please contact us at:

info@populis.com.au