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Terms + Conditions

Welcome to QuizJam, A gamified solution for innovative organisations looking for exciting and new ways to educate, engage, survey and improve the culture within their teams. These Terms of Service are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that QuizJam provides You with access to the Service.

The QuizJam Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the QuizJam Service. QuizJam reserves the right to change these terms at any time, effective upon the posting of modified terms and QuizJam will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of service will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By using the Website or Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated on 1st March 2017.

Definitions

“Agreement” and “Terms” means these Terms of Service.

“Access Fee” means the monthly/yearly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which QuizJam may change from time to time on notice to You).

“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

“Data” means any data (including your personal data and the personal data of others) inputted by You or third parties that submit data to you via the Website or Services.

“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Service” means the app called “QuizJam” (or such other name used by QuizJam) and any derivatives of which may be made available on one or more of Apple App Store, Google Play Store, Amazon Kindle, Windows Store, Facebook, Web platform or other platform or service provider. This also includes the administrative Portal made available via the Website. From time to time the app and portal (its format, operating processes, source code and look and feel) may be updated and varied from time to time by QuizJam in their sole and unfettered discretion.

“Website” means the Internet site at the domain quizjam.com or any other site operated by QuizJam.

“Commercial Services” means any Service that requires an Access Fee be paid in order to access the Service.

“QuizJam” means Gravy Gaming Pty Ltd (Australia) and all current and future global subsidiaries.

“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.

Use of Software

QuizJam grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;

the Subscriber is responsible for all Invited Users’ use of the Service;

the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;

if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

Your Obligations

Payment Obligations:

An invoice for the Access Fee will be issued monthly/yearly as defined by Your Plan. All invoices will include the Access Fee for the preceding period of use. QuizJam will continue invoicing You monthly/yearly as defined by Your Plan until this Agreement is terminated in accordance with clause 8.

All QuizJam invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.

All payments due are in U.S. dollars unless otherwise indicated when selecting Your Plan or on an invoice.

Preferential pricing or discounts:

You may from time to time be offered preferential pricing or discounts for the Access Fees. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that QuizJam may have under these Terms or at law, QuizJam reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

General obligations:

You must only use the Service and Website for Your own lawful purposes, in accordance with these Terms and any notice sent by QuizJam or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

Access conditions:

You must ensure that all emails and passwords required to access the Service are kept secure and confidential. You must immediately notify QuizJam of any unauthorised use of Your passwords or any other breach of security and QuizJam will reset Your password and You must take all other actions that QuizJam reasonably deems necessary to maintain or enhance the security of QuizJam’s computing systems and networks and Your access to the Services.

As a condition of these Terms, when accessing and using the Services, You must:

not attempt to undermine the security or integrity of QuizJam’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;

not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

Usage Limitations:

Use of the Website and Services may be subject to limitations, including but not limited to monthly tournament volumes, the number of participants in an individual tournament and specific features. Any such limitations will be advised.

Communication Conditions:

As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. QuizJam is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, QuizJam does reserve the right to remove any communication at any time in its sole discretion.

Indemnity:

You indemnify QuizJam against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to QuizJam, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

Confidentiality and Privacy

Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

Each party’s obligations under this clause will survive termination of these Terms.

The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:

is or becomes public knowledge other than by a breach of this clause;

is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

is independently developed without access to the Confidential Information.

Privacy:

QuizJam maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy at quizjam.com/privacy and You will be taken to have accepted that policy when You accept these Terms.

Intellectual Property

General:

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of QuizJam (or its licensors).

Ownership of Data:

You retain ownership of all of your intellectual property rights in your Data. However, Your access to the Data is contingent on full payment of the QuizJam Access Fee when due. QuizJam does not claim ownership over any of your Data.

You grant QuizJam and our agents, licensees, trusted third parties and affiliates a worldwide, non-exclusive, irrevocable, royalty-free, sub-licensable, and transferable licence and right to reproduce, host, encode, store, use, copy, modify, adapt, edit, transmit, publish, post, broadcast, distribute, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use Your Data. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services and researching and developing new ones. If you provide QuizJam with feedback about the Services, we may use your feedback without any obligation to you.

The Website and Services display Data provided by others that is not owned by QuizJam. Such Data is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Data and you must ensure that you have all the rights and permissions needed to use that Data in connection with the Services. QuizJam is not responsible for any actions you take with respect to your Data, including sharing it publicly. Please do not use Data from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.

You acknowledge that, in order to ensure compliance with legal obligations, QuizJam may be required to review certain Data submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful Data is reported to us). We may also modify, prevent access to, delete, or refuse to display Data that we believe violates the law or these Terms. However, QuizJam otherwise has no obligation to monitor or review any Data submitted to the Services.

QuizJam may publish links in its Website and Services to internet websites maintained by third parties. QuizJam does not represent that it has reviewed such third party websites and is not responsible for them or any Data appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.

Backup of Data:

You must maintain copies of all Data inputted into the Service. QuizJam adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. QuizJam expressly excludes liability for any loss of Data no matter how caused.

Third-party applications and your Data.

If You enable third-party applications for use in conjunction with the Services, You acknowledge that QuizJam may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. QuizJam shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

Warranties and Acknowledgements

Authority:

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

Acknowledgement:

You acknowledge that:

You are authorised to use the Services and the Website and to access the information and Data that You input into the Services or the Website, including any information or Data input into the Services or the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).

QuizJam has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

You are responsible for ensuring that You have the right to do so;

You are responsible for authorising any person who is given access to information or Data, and you agree that QuizJam has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and

You will indemnify QuizJam against any claims or loss relating to:

QuizJam’s refusal to provide any person access to Your information or Data in accordance with these Terms,

QuizJam’s making available information or Data to any person with Your authorisation.

The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.

QuizJam does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. QuizJam is not in any way responsible for any such interference or prevention of Your access or use of the Services.

It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

You remain solely responsible for complying with all applicable health, safety, human resource, industrial relation and all other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

No warranties:

QuizJam gives no warranty about the Services. Without limiting the foregoing, QuizJam does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

Limitation of Liability

To the maximum extent permitted by law, QuizJam excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

If You suffer loss or damage as a result of QuizJam’s negligence or failure to comply with these Terms, any claim by You against QuizJam arising from QuizJam’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 3 months.

If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

Termination

Free Trial and Other Promotions

Any free trial or other promotion that provides you with free access to Commercial Services must be used within the specified time of the trial. At the end of the trial period, your use of that Commercial Service will expire and any further use of such Commercial Service is prohibited unless you pay the Access Fees.

Prepaid Subscriptions

QuizJam will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

Subscription Term

As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Subscription remains effective until the Subscription has expired or been terminated or the Subscription itself terminates.

Auto-Renewal

Unless Your Plan says something different, (a) all subscriptions automatically renew (without the need to go through the signup “check-out” or execute a renewal) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

No-fault termination

These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

Breach

If You:

breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or

You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

QuizJam may take any or all of the following actions, at its sole discretion:

Terminate this Agreement and Your use of the Services and the Website;

Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

Suspend or terminate access to all or any Data.

Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, QuizJam may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.

Accrued Rights

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

remain liable for any accrued charges and amounts which become due for payment before or after termination; and

immediately cease to use the Services and the Website.

Expiry or termination

Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

Help Desk

Technical Problems

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting QuizJam. If You still need technical help, please check the support provided online by QuizJam on the Website or failing that email us at [email protected]

Service availability

Whilst QuizJam intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason QuizJam has to interrupt the Services for longer periods than QuizJam would normally expect, QuizJam will use reasonable endeavours to publish in advance details of such activity on the Website.

General

Entire agreement:

These Terms, together with the QuizJam Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Service, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and QuizJam relating to the Services and the other matters dealt with in these Terms.

Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

No Assignment:

You may not assign or transfer any rights to any other person without QuizJam’s prior written consent.

Governing law and jurisdiction:

The Agreement shall be governed by the laws of the State of Victoria Australia without regard to its choice or law or conflict of law provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Melbourne, Victoria, Australia.

Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to QuizJam must be sent to [email protected] or to any other email address notified by email to You by QuizJam. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

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