Circle In For Business - User Terms

1. Kate & Jodi Pty Ltd t/as Circle In (ABN 74 609 227 018) (Circle In) has developed the “Circle In For Business” Portal, inclusive of all its content and formats (Portal) and related services.
2. The Portal is provided to you on the following terms (User Terms). By accepting these User Terms, or otherwise accessing the Portal and the related services, you agree to be bound by the User Terms.

Registration

3. The Portal is provided to you in connection with an agreement Circle In has with your employer and your continued access to the Portal is subject to your employer maintaining its subscription. Circle In grants you a non-exclusive, non-transferable, revocable licence to use the Portal (Licence) in accordance with the terms and conditions of these User Terms for the period your employer maintains its subscription or your access is otherwise cancelled under these User Terms.
4. All information provided when registering an account must be current, correct and complete. You must not use any automated software or other mechanical or electronic means to create an account. Incomplete, ineligible or incomprehensible account registrations will not be valid.
5. While you are registered with the Portal you must maintain control of your Portal account. You may not deal with your account (including feedback and associated user identification) in any way (including by allowing others to use your account or by transferring or selling the account or any of its content to another person) or share your password with any third party.

Responsible use of the Portal

6. Please be respectful of other users when using the Portal. You agree to post or supply only accurate information (Content) on the Portal and any such information must not be potentially or actually harmful to Circle In or any other person. Without limiting any provision of these User Terms, any Content or information supplied on or via the Portal must be up to date and kept up to date and must not:
   1. be false, inaccurate or misleading or deceptive;
   2. infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
   3. violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export and import control, consumer protection, unfair competition, criminal law, antidiscrimination and trade practices/fair trading laws);
   4. be defamatory, libellous, threatening or harassing;
   5. be obscene or contain any material that, in Circle In's sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;

Licence and Restrictions You must not:

1. use the Portal (which includes the forums and web portal) or the Circle In website (Website) for any purpose or in any manner other than for your personal use. The Portal is not to be re-sold or re-distributed under any circumstances;
2. use the Portal or the Website in any way that could damage the reputation of Circle In or the goodwill or other rights associated with the Portal;
3. permit any third party to use the Portal;
4. use the Portal or Website in any matter or for any purpose that violates any law or regulation, promotes illegal activities, violates third party rights or terms of service, violates any right of any person, including but not limited to intellectual property rights, rights of privacy, or in any manner inconsistent with these User Terms;
5. permit any person to link to any page containing part of the Portal (including via a hyperlink or RSS feed) without Circle In’s prior written consent;
6. except as expressly permitted by these User Terms, and except to the extent that applicable laws, including the Copyright Act 1968 (Cth), prevent us restraining you from doing so:
   1. reproduce, make error corrections to, de-compile, disassemble or otherwise reverse engineer the Portal or create any derivative works based upon the Portal or the Website or permit any third party to do so;
   2. modify or remove any copyright or proprietary notices on the Portal or the Website; or
   3. distribute the outputs generated from the Portal for other than your business, personal or educational purposes.

Intellectual Property

8. 8. You acknowledge and agree that:
      1. you grant to Circle In an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any Content and other information you post on the Portal for the purpose of including that material and information on the Portal and as otherwise may be required to provide the Portal service, for the general promotion of the Portal and as permitted by these User Terms; and
      2. other than Content generated by you and other users, all intellectual property rights (including all copyright, patents, trade marks, design rights trade secrets, domain names, know how any other rights of a similar nature, whether registrable or not and whether registered or not) (Intellectual Property Rights) and other proprietary rights in the Portal, Website and any modifications, updates or new releases of the Portal, and the source code of the Portal are owned exclusively by Circle In;
      3. you have no right, title or interest in the Portal other than the rights as licensee under these User Terms;
      4. Circle In may in its absolute discretion manage and administer the Portal (including all Intellectual Property Rights) as the exclusive owner;
      5. there is no transfer of title or ownership to you of the Portal or any modifications, updates or new releases of the Portal or the source code of the Portal; and
      6. if you learn that a third party is infringing the Intellectual Property Rights in the Portal or the Website, you will promptly notify Circle In in writing.
   9. You warrant that in using the Portal, you will:
      1. act at all times to protect the value in the Portal and ensure that the Intellectual Property Rights and other proprietary rights in the Portal are not infringed in any way; and
      2. comply with the directions of Circle In in relation to the use of the Portal and the Website.

10. Circle In acknowledges that it will not own the data you or any other user creates by using the Portal. You grant to the Circle In an irrevocable, perpetual, transferrable, worldwide, non-exclusive license to use, reproduce and modify any de-identified data created by using the Portal for purposes preparing data, reports, information and other derivative works for industry benchmarking, data compilation and research purposes.

Confidentiality

11. You acknowledge that the Portal is a commercially valuable asset which contain Intellectual Property Rights and confidential information (including the Portal, the outputs produced by the Portal, all information provided by Circle In about the Portal) (Confidential Information).
12. You agree to protect and not to disclose the Confidential Information unless it:
    1. becomes available to the public (other than because of your breach of these User Terms);
    2. was in your possession prior to receipt from Circle In; or
    3. is required to be disclosed to your authorised agents or by law.

Privacy

13. Circle In maintains a policy of strict confidence concerning personal information it may collect in the provision of its services under these User Terms. Any collection, storage, use and dissemination of personal information will be in accordance with Circle In’s Privacy Policy which can be found at: https://business.circlein.com.au/privacy-policy/ and as otherwise permitted under the Privacy Act 1988 (Cth).

Liability

14. Circle In provides the platform. Circle In accepts no liability for any aspect of the interaction with your employer, including but not limited to the Content provided by your employer or by other users. Circle In has no obligation to assist or involve itself in any way in any dispute between you and your employer in respect of the matters in connection with the Portal content.
15. Unless expressly stated to the contrary, Circle In reserves the right to, but does not have any ability or responsibility to review, approve or verify any Content prior to exchange on the Portal. Circle In is not responsible for, and does not endorse, any third party Content posted using the Portal. No Content constitutes a representation by Circle In. If your Content violates these Terms of Use, you bear all responsibility and liability for that Content.
16. To the extent permitted by law, Circle In excludes all liability against any and all costs, claims, losses, liabilities and expenses that may arise out of or in connection with use of the Portal or the Website or any data contained in the Portal.

Indemnity

17. You will be at all times liable to Circle In for, and must indemnify and keep Circle In, and its respective officers, employees and agents, indemnified from and against, any loss (including legal costs and expenses), damages, claims or liability incurred or suffered by Circle In or its respective officers, employees and agents in connection with:
    1. any breach by you of these User Terms; or
    2. any suit, action or proceeding by any person against Circle In where such loss or liability was caused by your negligent or wilful act or omission in connection with these User Terms.

Termination

18. You may cancel your subscription at any time and these User Terms will terminate upon you deactivating your account.
19. Circle In may terminate these User Terms if your employer ceases its subscription to the services, or if you breach these User Terms:
    1. in a manner capable of remedy, and do not remedy that breach within 10 Business Days of being requested by Circle In to do so; or
    2. immediately, where that breach is not capable of remedy.
20. Circle In may also terminate these User Terms if for any reason Circle In no longer has the rights to provide the Portal.
21. Where these User Terms are terminated for the reasons above or upon expiration:
    1. the licence granted to will automatically terminate and Circle In may prevent you from accessing the Portal (including by deactivating all and/or any part of the Portal and/or changing any access codes); and
    2. Clauses 11- 12 and 16 - 17 are intended to survive the termination or expiration of these User Terms.

General

22. The following general clauses apply in relation to this these User Terms:
    1. These User Terms constitute the entire agreement between the parties.
    2. Circle In may vary these User Terms at any time, we will notify you of any changes that may adversely affect you and your continued use of the Portal will constitute acceptance of that variation. If the change adversely affects you, you may terminate these User Terms by discontinuing your access to the Portal and other services.
    3. A right created by these User Terms cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.
    4. If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these User Terms without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
    5. Nothing in these User Terms creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the parties; and no party has the authority to bind any other party by any representation, declaration or admission, or to make any contract or commitment on behalf of any other party or to pledge any other party’s credit.
    6. The laws applicable in Victoria govern these User Terms. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

Circle In ABN 74 609 227 018

This Privacy Policy sets out our commitment to protecting the privacy of your personal information that we collect through this website https://business.circlein.com.au (Site) or directly from you. Please read this Privacy Policy carefully. Please contact us if you have any questions. You providing us with personal information indicates that you have had sufficient opportunity to access this Privacy Policy and that you have read and accepted it. If you do not wish to provide personal information to us, then you do not have to do so, however it may affect your use of this Site or any products and services offered on it. Type of personal information collected Personal Information: The type of personal information we collect may include is set out on our website. If we receive your personal information from third parties, we will protect it as set out in this Privacy Policy Collection and use of personal information We collect and use the personal information for purposes including to contact and communicate with you, for internal record keeping and for marketing. Disclosure of personal information We may disclose personal information for purposes including to provide our products and services to you, and as required by law. Where we disclose your personal information to third parties for these purposes, we will request that the third party follow this Privacy Policy regarding handling of your personal information. Access to and correction of personal information Access: You may request details of personal information that we hold about you, in certain circumstances set out in the Privacy Act 1988 (Cth). An administrative fee may be payable for the provision of information. We may refuse to provide you with information that we hold about you, in certain circumstances set out in the Privacy Act. Correction: If you believe that any information we hold on you is inaccurate, out of date, incomplete, irrelevant or misleading, please contact us by email. We rely in part upon customers advising us when their personal information changes. We will respond to any request within a reasonable time. We will endeavor to promptly correct any information found to be inaccurate, incomplete or out of date. Complaints about breach If you believe that we have breached the Australian Privacy Principles and wish to make a complaint about that breach, please contact us on the email address below. Unsubscribe To unsubscribe from our e-mail database, or opt out of communications, please contact us at the details below. Storage and Security We are committed to ensuring that the information you provide is secure. For any questions or notice, please contact us at: Circle In ABN: 74 609 227 018 Email: hello@circlein.com.au Last update: June 2018