1. Website and Terms
This website and SAAS product is owned by Digitally Better Pty Ltd (ABN 604 605 030), its successors and assignees. You can access this website at https://friyay.com which may change in the future as we undertake branding exercises. The SAAS product is accessible at a URL unique to your organization and provided to you upon initial instance creation or invitation to join an existing instance.
The information, including statements, opinions and documents, contained in this Site or SAAS app or SAAS app (Information) is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and it is not advice. Any reliance you place on the Information is at your own risk. Before acting on any Information, we recommend that you consider whether it is appropriate for your circumstances, carry out your own research and seek professional advice, where necessary.
The Information and Terms may be amended without notice from time to time in our sole discretion. Your use of our Site or SAAS app or SAAS app following any amendments indicates that you accept the amendments. You should check the Terms regularly to ensure you are aware of any changes, and only proceed to use the Site or SAAS app or SAAS app if you accept and will comply with the new Terms.
4. Your warranties
You warrant to us that you have the legal capacity to enter these Terms and form a contract, and that you have read and understood these Terms, before using the Site.
5. Licence to use the Site
We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable right and licence to use the Site or SAAS app or SAAS app for your use, without resale, in accordance with these Terms. All other uses are prohibited without our prior written consent.
6. Licence to use our Materials
We enable you to create content via the Site, per the methods described on the Site. This may include entering data or information like text, images, or videos, importing data from third parties or your computer, and modifying and sharing the data you or other users from your organization have stored with us.
In order to make use of the website or SAAS product we will make information, materials and/or software available to you (Materials). We grant you a non-exclusive, revocable, worldwide, non-transferable right and licence to use the Materials for your personal, non-commercial use, in accordance with these Terms. All other uses are prohibited without our prior written consent.
7. Prohibited conduct
You must not: (a) Use the site or SAAS app for any activities, or post or transmit any material from the Site: unless you hold all necessary rights, licences and consents to do so;
- that infringes the intellectual property or other rights of any person;
- that would cause you or us to breach any law, regulation, rule, code or other legal obligation;
- that defames, harasses, threatens, menaces, offends or restricts any person;
- that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy; or that would bring us, our Materials or the Site, into disrepute;
(b) Interfere with or inhibit any user from using the Site; (c) Use the site or SAAS app to send unsolicited email or SMS messages including, but not limited to spam; (d) Attempt to or tamper with, hinder or modify the Site, knowingly transmit viruses or other disabling features, or damage or interfere with the Site, including but not limited to the use of trojan horses, viruses, or piracy or programming routines that may damage or interfere with the Site; or (e) Facilitate or assist a third party to do any of the above acts.
8. Copyright and intellectual property rights
Our site or SAAS app and Materials contain material which is owned by or licensed to us and is protected by Australian and international laws, including but not limited to the trademarks, trade names, software, content, design, images, graphics, appearance, layout and look of our site or SAAS app and Materials. We own the copyright which subsists in all creative and literary works displayed on the Site or SAAS app and in our Materials. You agree that, as between you and us, we own all intellectual property rights in the Site or SAAS app and Materials, and that nothing in these Terms constitutes a transfer of any intellectual property rights. Your use of the Site or SAAS app and Materials does not grant you a licence to, or act as a right to, use any of the intellectual property, whether registered or unregistered, displayed on the Site or SAAS app or Materials without the express written permission of the owner. You must not breach any copyright or intellectual property rights connected with the Site or SAAS app or Materials. This includes but is not limited to: (a) altering or modifying any of the code on the Site or SAAS app or the Materials on the Site; (b) causing any of the material on the Site or SAAS app to be framed or embedded in another website; (c) decompiling or reverse engineering, including attempting to decompile or reverse engineer, any software contained on the Site; (d) undertaking or attempting to undertake any act which would otherwise constitute an infringement of our moral rights; (e) transferring the Materials to a third party or mirroring the Materials on another server; or (f) creating derivative works from the content of the Site or SAAS app or the Materials.
10. Your Data
You own Data that you enter by creating content via the SAAS product. We have no responsibility nor liability for the accuracy or completeness of the Data.
11. Third party information
The Site or SAAS app may contain third party information, including but not limited to user comments, guest articles and advertisements (Third Party Information). We do not control, recommend, endorse, sponsor or approve Third Party Information, including any information, products or services mentioned in Third Party Information. You should make your own investigations with respect to the suitability of Third Party Information for you.
12. Third party links and websites
This Site or SAAS app may contain links to websites owned by third parties (Third Party Sites). We do not control, recommend, endorse, sponsor or approve Third Party Sites, including any information, products or services mentioned on Third Party Sites. You should make your own investigations with respect to the suitability of Third Party Sites for you.
13. Reservation of rights
We reserve the right to amend or delete visitor comments, our Materials, Third Party Information and/or Third Party Sites, and to block any user, if we believe that there is a violation of these Terms, or for any other reason, in our sole discretion.
14. Delays and outages
We are not responsible for any delays or interruptions to the Site or SAAS app or Materials. We will use commercially reasonable efforts to minimise delays and interruptions. We cannot warrant that the Site or SAAS app or Materials will be available at all times or at any given time. We may amend the Site or SAAS app features at any time. We may discontinue the Site or SAAS app in whole or in part, on reasonable notice to you. We are not responsible for any loss, cost, damage or liability that may result from our discontinuance of the Site.
15. Limitation of liability
To the extent permitted by law, we exclude all liability for any loss, damage, costs or expense, whether direct, indirect, incidental, special and/or consequential including loss of profits, suffered by you or any third party, or claims made against you or any third party which result from any use of or access to, or any inability to use or access, the Site or SAAS app or Materials. To the extent permitted by law, we exclude all representations, guarantees, warranties or terms (whether express or implied) other than those expressly set out in these Terms, and the Australian Consumer Law to the extent applicable.
The Site or SAAS app and Materials are provided to you without warranties, express or implied, including but not limited to implied warranties of merchantability and/or fitness for a particular purpose. We do not warrant that the functions contained in any material on the Site or SAAS app or your access to the Site or SAAS app or Materials will be error free, that any defects will be corrected, that the Site, Materials or the server which stores and transmits material to you are free of viruses or any other harmful components, or that the Site or SAAS app or Materials will operate on a continuous basis or be available at any time. While we endeavour to keep the Site, Materials and Information up to date and correct, we make no representations, warranties or guarantee, express or implied, about: (a) the completeness, accuracy, reliability, suitability or availability of any Information, images, products, services, or related graphics contained on the Site or SAAS app or in the Materials for any purpose; (b) Third Party Information; or (c) Third Party Sites. You read, use, and act on information contained on the Site, in the Materials, Third Party Information and/or Third Party Sites, strictly at your own risk.
17. No guarantee of outcome
You acknowledge and agree that in making the Materials available to you, we do not and cannot guarantee that you will obtain a particular result and/or outcome.
By using the Site or SAAS app or Materials, you agree to defend and fully indemnify and hold us (and our officers, directors, employees, contractors and agents) harmless from and against all claims, actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses on a full indemnity basis), including in tort, contract or negligence, arising out of or connected to: (a) your use of or access to the Site or SAAS app or Materials; (b) any breach by you of these Terms; or (c) any wilful, unlawful or negligent act or omission by you. This defence and indemnification obligation will survive these Terms and your use of the Site or SAAS app or Materials. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
You may only use the Site or SAAS app and Materials for lawful purposes and in a manner consistent with the nature and purpose of the Site. By using the Site or SAAS app or Materials, you agree that the exclusions and limitations of liability set out in these Terms are reasonable. If you do not think they are reasonable you must not use the Site or SAAS app or Materials. We reserve the right to remove any and all content found to be in breach of intellectual property rights, including without limitation copyright, or which in our opinion is deemed inappropriate and/or illegal. If you breach these Terms, we reserve the right to block you from the Site or SAAS app and to enforce our rights against you. If we do not act in relation to a breach of these Terms by you, this does not waive our rights to act with respect to subsequent or similar breaches of these Terms by you. All rights not expressly granted in these Terms are reserved.
20. Exclusion of competitors
You are prohibited from using the Site or SAAS app and Materials, including the Information, in any way that competes with our business. If you breach this term, we will hold you responsible for any loss that we may sustain, and hold you accountable for any profits that you may make from non-permitted use. We reserve the right to exclude any person from using the Site, Materials and Information, in our sole discretion.
If any provision of these Terms is found to be illegal, invalid or unenforceable by a court of law, then the provision will not apply in that jurisdiction and is deemed not to have been included in these Terms in that jurisdiction. This will not affect the remainder of these Terms, which continue in full force and effect.
22. Further assurances
Each party must, at its own expense, do everything reasonably necessary to give full effect to these Terms and the events contemplated by them.
These Terms are effective until terminated by us, which we may do at any time. If we are required to terminate your account on the Site, we will notify you before we terminate your account on the Site. In the event of termination, all restrictions imposed on you by these Terms and limitations of liability set out in the Terms will survive.
You agree to use your best endeavours to use mediation and negotiation to resolve any dispute arising out of or relating to these Terms, prior to resorting to an external dispute resolution process. Please notify us in writing of any dispute you may have.
You consent to us stating that you have used our Site or SAAS app and Materials to undertake research, including but not limited to mentioning you on our Site or SAAS app and in our promotional material. You may opt out of this by emailing us at email@example.com
Your use of the Site or SAAS app and any dispute arising out of your use of it is subject to the laws of New South Wales and the Commonwealth of Australia. These Terms are governed by the laws of New South Wales and the Commonwealth of Australia and subject to the exclusive jurisdiction of the courts operating in New South Wales. The Site or SAAS app may be accessed throughout Australia and overseas. We make no representation that the Site or SAAS app complies with the laws (including intellectual property laws) of any country outside Australia. If you access the Site or SAAS app from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access the Site.