Terms and Conditions

Our Service

Our Service may include any or all of the following:

• Our website at https://goodspring.com.au, including any secured features or areas for use by clients or partners
• Our Microsoft 365 tenant and included services and applications
• Desktop and mobile applications we have developed and host
• Other 3^rd party software tools or sites we utilise to collaborate with our stakeholders

Your Service Provider

The entity providing the Service is Goodspring Business Services Pty Ltd, a company operating under the laws of Queensland, Australia (referred to as “Goodspring”, “we”, “us”, or “our”). References to Goodspring’s “Affiliates” in these terms means the other companies within the Goodspring corporate group (now or in the future).

Applicable Terms

Your use of the Service is subject to these terms and other community and usage policies which may be updated from time to time (together, this “Agreement”). Any other links or references provided in these terms are for informational use only and are not part of the Agreement.

Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Service.

Who may use the Service?

Age Requirements

You must be at least 18 years old to use the Service.

Businesses

If you are using the Service on behalf of a company or organisation, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.

Your Use of the Service

Content on the Service

The content on the Service may at any time include data, videos, audio (for example music and other sounds), graphics, photos, text, branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by you, Goodspring or a third-party (collectively, “Content”).

Content is the responsibility of the person or entity that provides it to the Service. Goodspring is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, including by violating the associated policies or the law, you can report it to us.

Microsoft Accounts

You can use parts of the Service, such as browsing and searching for Content, without having a Microsoft account. However, you do need a Microsoft account to use some features. Microsoft accounts may be issued to you by Goodspring within the context of delivering our services to you, or in some cases an existing Microsoft account held by you may be used.

You are responsible for the safety and security of accounts we may issue to you, as well as those held by you. This includes ensuring you follow best practice regarding password safety and never share your account details with another person for any reason.

Your Information

Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service.

Permissions and Restrictions

You may access and use the Service as made available to you, as long as you comply with this Agreement and applicable law. You may store and access Content within our Service as dictated by the associated policies and usage guidelines provided doing so directly relates to utilising the Service for its intended purpose.

The following restrictions apply to your use of the Service. You are not allowed to:

• access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any Content except: (a) as expressly authorized by the Service; or (b) with prior written permission from Goodspring and, if applicable, the respective rights holders;
• circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (a) prevent or restrict the copying or other use of Content or (b) limit the use of the Service or Content;
• access the Service using any automated means (such as robots, botnets or scrapers) except (a) in the case of public search engines; or (b) with Goodspring’s prior written permission;
• collect or harvest any information that might identify a person (for example, usernames or faces), unless permitted by that person;
• use the Service to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations;
• cause or encourage any inaccurate measurements of genuine user engagement with the Service, including by paying people or providing them with incentives to manipulate metrics in any manner;
• misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions;
• use the Service to (a) sell any advertising, sponsorships, or promotions placed on, around, or within the Service or Content, other than those allowed through express written permission of Goodspring; or (b) sell advertising, sponsorships, or promotions on any page of any website or application that only contains Content from the Service or where Content from the Service is the primary basis for such sales (for example, selling ads on a webpage where Goodspring Content is the main draw for users visiting the webpage).

Reservation

Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other Content posted by others or Goodspring.

Develop, Improve and Update the Service

Goodspring is constantly changing and improving the Service. As part of this continual evolution, we may make modifications or changes (to all or part of the Service) such as adding or removing features and functionalities, offering new digital content or services or discontinuing old ones. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user.  When the Service requires or includes downloadable software, that software may update automatically on your device once a new version or feature is available, subject to your device settings. If we make material changes that negatively impact your use of the Service, we’ll provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. We’ll also provide you with an opportunity to export your content from the Service, subject to applicable law and policies.

Your Content and Conduct

Uploading Content

Parts of the Service may allow you to upload Content to the Service. You may use your Content to promote your business or artistic enterprise. If you choose to upload Content, you must not submit to the Service any Content that does not comply with this Agreement (including associated policies and usage guidelines) or the law. For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the Service. We may use automated systems that analyse your Content to help detect infringement and abuse, such as spam, malware, and illegal content.

Rights you Grant

You retain ownership rights in your Content. However, we do require you to grant certain rights to Goodspring and other users of the Service, as described below.

License to Goodpring

By providing Content to the Service, you grant to Goodspring a worldwide, non-exclusive, royalty-free, non-sublicensable and non-transferable license to store that Content for the purposes of delivering the Service to you, and to access that Content for the purposes of system administration and operation. Goodspring will never reproduce, distribute, prepare derivative works, display or perform the Content without the Content owner’s express written permission.

License to Other Users

You also grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your Content through the Service when you have expressly provided such access, and to use that Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service (such as sharing of Content items). For clarity, this license does not grant any rights or permissions for a user to make use of your Content independent of the Service.

Duration of License

The licenses granted by you continue for a commercially reasonable period of time after you remove or delete your Content from the Service. You understand and agree, however, that Goodspring may retain for system administration purposes and for a commercially reasonable period of time, but not display, distribute, or perform, server copies of your Content that have been removed or deleted.

Right to Monetize

Goodspring will never monetise your Content without your express written consent.

Removing Your Content

You may remove your Content from the Service at any time. You also have the option to make a copy of your Content before removing it. You must remove your Content if you no longer have the rights required by these terms.

Removal of Content By Goodspring

If we reasonably believe that any of your Content (1) is in breach of this Agreement or (2) may cause harm to Goodspring, our users, or third parties, we reserve the right to remove or take down that Content in our discretion. We will notify you with the reason for our action unless we reasonably believe that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Goodspring or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Goodspring or our Affiliates.

Copyright Protection

We respond to all notices of alleged copyright infringement. Goodspring’s policies provide for the termination, in appropriate circumstances, of repeat infringers’ access to the Service.

Account Suspension & Termination

Terminations by You

You may stop using the Service, or any part thereof, at any time. You also have the option to download a copy of your data first.

Terminations and Suspensions by Goodspring

Goodspring reserves the right to suspend or terminate your access to all or part of the Service if (a) you materially or repeatedly breach this Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe there has been conduct that creates (or could create) liability or harm to any user, other third party, Goodspring or our Affiliates.

Notice for Termination or Suspension

We will notify you with the reason for termination or suspension by Goodspring unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority; (b) would compromise an investigation; (c) would compromise the integrity, operation or security of the Service; or (d) would cause harm to any user, other third party, Goodspring or our Affiliates.

Effect of Account Suspension or Termination

If your access to the Service is restricted, you may continue using certain aspects of the Service (such as viewing the public website) without an account, and this Agreement will continue to apply to such use. If you believe your that the termination or suspension has been made in error, you can appeal by contacting us.

About Software in the Service

Downloadable Software

When the Service requires or includes downloadable software, unless that software is governed by additional terms which provide a license, Goodspring gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Goodspring as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Goodspring, in the manner permitted by this Agreement. You are not allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have Goodspring’s written permission.

Open Source

Some software used in our Service may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses.

Other Legal Terms

Warranty Disclaimer

OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND GOODSPRING DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE. FOR EXAMPLE, WE DON’T MAKE ANY WARRANTIES ABOUT: (A) THE CONTENT PROVIDED THROUGH THE SERVICE; (B) THE SPECIFIC FEATURES OF THE SERVICE, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE.

Limitation of Liability

EXCEPT AS REQUIRED BY APPLICABLE LAW, GOODSPRING, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES CAUSED BY:

• ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE;
• PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE;
• ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE;
• ANY INTERRUPTION OR CESSATION OF THE SERVICE;
• ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;
• ANY CONTENT WHETHER SUBMITTED BY A USER OR GOODSPRING, INCLUDING YOUR USE OF CONTENT; AND/OR
• THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT.

THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, GOODSPRING AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF REVENUE THAT YOU HAVE PAID TO GOODSPRING FROM YOUR USE OF THE SERVICE IN THE 6 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO GOODSPRING, OF THE CLAIM AND (B) AUD $500.

Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Goodspring, its Affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defence and indemnification obligation will survive this Agreement and your use of the Service.

Third-Party Links

The Service may contain links to third-party websites and online services that are not owned or controlled by Goodspring (for example Microsoft 365). Goodspring has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Service; we suggest you read the terms and privacy policy of each third-party website and online service that you visit.

About this Agreement

Changing this Agreement

We may change this Agreement, for example (1) to reflect changes to our Service or how we do business – for example, when we add new products or features or remove old ones, (2) for legal, regulatory, or security reasons or (3) to prevent abuse or harm.

If we materially change this Agreement, we’ll provide you with reasonable advance notice and the opportunity to review the changes, except (1) when we launch a new product or feature, or (2) in urgent situations, such as preventing ongoing abuse or responding to legal requirements. If you don’t agree to the new terms, you should remove any Content you uploaded and stop using the Service.

Continuation of this Agreement

If your use of the Service ends, the following terms of this Agreement will continue to apply to you: “Other Legal Terms”, “About This Agreement”, and the licenses granted by you will continue as described under “Duration of License”.

Severance

If it turns out that a particular term of this Agreement is not enforceable for any reason, this will not affect any other terms.

No Waiver

If you fail to comply with this Agreement and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future).

Interpretation

In these terms, “include” or “including” means “including but not limited to,” and any examples we give are for illustrative purposes.

Governing Law

All claims arising out of or relating to these terms or the Service will be governed by Queensland, Australia law. You and Goodspring consent to personal jurisdiction in those courts.

Effective as of February 14, 2022