Terms of Usage
Improv Terms of Usage
Effective starting: 1st June, 2015
This web site is owned and operated by Improv Pty Ltd (ABN 88 077 044 547) and will be referred to as “Improv”, “We”, “our” and “us” in this Terms of Use policy. By using this site, you agree to the Terms of Use Policy (“Terms”) of this web site ("the web site"), which is set out on this web site page.
Subscription Plans
Subscription plans are prepaid or postpaid via a combination of subscription fees and/or subscription credits. All fees are in US dollars unless otherwise agreed.
Subscription fees are charged on a monthly (or yearly when appropriate) basis.
Postpaid fees are billed at the end of the period and due within 30 days.
If a bill remains unpaid past its due date we may charge you interest at the rate not exceeding the Cash Rate Target as fixed by the Reserve Bank of Australia plus 2% at the date the bill is issued.
Subscription credits are consumed via various site functionality. Improv will endeavour to notify you when your credits are running low. However, it is your responsibility to ensure sufficient credits are purchased to enjoy continued use of the site.
Plans can be cancelled at any time from the account page. Should you cancel your plan, we will keep your data intact unless you tell us otherwise. The account owner shall have limited access to the data. Subscriptions become active shortly after purchase depending upon payment type. Credit card purchase is expected to take several minutes.
We strive to carry out this service with due skill and care. If however, we fail in this obligation you may be entitled to a refund under Australian Law.
If our service fails to work as expected or advertised please contact us at support@improv.com.au and we will do our best to assist you.
Attempts to circumvent pricing models will result in service termination. Where subscription plans are charged based on the number of users of the system the sharing of accounts is a violation of these terms and will result in account suspension without refund.
Subscription Terms and Renewals
Services are provided on a subscription basis for a set term, either monthly or yearly. Except as otherwise specified all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account.
Credit based subscriptions are renewed on a monthly basis.
Improv reserves the right to change pricing as required.
Taxes
Pricing shown on the website excludes taxes. Where taxes are applicable you must pay Improv the amount of such taxes or duties in addition to any fees owed under these terms.
Using our Web Site
When using this web site you agree to be legally bound by these terms and conditions as they may be modified and posted to our web site from time to time.
Without prejudice to the above, by using or accessing our website, you agree to be legally bound by these terms and conditions of use as they apply to your use of or access to our website.
If you do not wish to be bound by these terms and conditions then you may not use our website.
You must ensure that the personal information you provide is accurate and complete and that all ordering or registration details (where applicable) contain your correct name, address and other requested details. Company logos and names may be used for promotional purposes. For more information about how we deal with your personal information, please read our privacy policy on this website.
Applicability of Online Materials
We have used our reasonable endeavours to ensure that our web site complies with Australian law. However, we make no representations that the materials on our web site are appropriate or available for use in locations outside of Australia.
We make no warranties, express or implied that making the Products available in any particular jurisdiction outside of Australia is permitted under any applicable non-Australian laws or regulations. Accordingly, if making the Products or any part thereof available in your jurisdiction or to you (by reason of nationality, residence or otherwise) is prohibited, those Products are not offered for sale to you. You accept that if you are resident outside of Australia, you must satisfy yourself that you are lawfully able to purchase the Products. We accept no liability, to the extent permitted by applicable law, for any costs, losses or damages resulting from or related to the purchase or attempted purchase of the Products by persons in jurisdictions outside of Australia or who are nominees of or trustees for citizens, residents or nationals of other countries.
Copyright and Monitoring
The contents of our web site are protected by international copyright laws and other intellectual property rights. We, or other third party licensors, are the owner of these rights. All product and company names and logos mentioned in our web site are the trademarks, service marks or trading names of their respective owners, including us. You may download material from our web site for the sole purpose of using it as an information resource for our services. However, you may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on or downloaded from our web site including, but not limited to text, graphics, video, messages, code and/or software without our prior written consent, except where expressly invited to do so, for example in order to complete a questionnaire. Use of our site to create your own similar works is expressly prohibited.
Linked Sites
We make no representations whatsoever about any other web sites which you may access through our web site or which may link to our web site. When you access any other web site you understand that it is independent from us and that we have no control over the content or availability of that web site. In addition, a link to any other site does not mean that we endorse or accept any responsibility for the content, or the use of, such a web site and shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other web or resource. Any concerns regarding any external link should be directed to its web site administrator or web master.
Availability of our Web Site
We will try to make our web site available but cannot guarantee that our web site will operate continuously or without interruptions or be error free or lose data and can accept no liability for its unavailability. You must not attempt to interfere with the proper working of our web site and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, web site, router or any other internet connected device.
We reserve the right to alter, suspend or discontinue any aspect of our website or the content or services available through it, including your access to it. Unless explicitly stated, any new features including new content and/or the sale of new products and/or the release of new software tools or resources shall be subject to these terms and conditions.
We are committed to safeguarding the privacy of our users. We take your privacy very seriously and it is important to us that you can use and enjoy our website without having to compromise your privacy in any way. For more information, please see our privacy policy.
Refunds
Where a service is cancelled by you ahead of schedule the service will terminate at the end of the next billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
Where a service is either upgraded or down-graded by you the pro-rata fees will be applied to the changed service.
Where a service is cancelled due to a breach of these Terms of Usage no refund will be given.
Changes to this Agreement
We may update or modify these Terms from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the nominated owner of your account or posting on the website).
License Certifications and Audits
At our request, you agree to provide a signed certification that you are using all Services pursuant to the terms of these Terms. You agree to allow us, or our authorised agent, to audit your use of the Services. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Improv at law or equity or under these Terms. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.
Ownership and Feedback
Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Improv retains all right, title and interest, including all intellectual property rights, in and to the Services, their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Improv, including without limitation as they may incorporate Feedback. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Improv, including sharing Your Modifications or in the course of receiving Support and Maintenance (“Feedback”). Improv may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits Improv’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
Publicity Rights
We may identify you as an Improv customer in our promotional materials. You may request that we stop doing so by submitting an email to sales@improv.com.au at any time. Please note that it may take us up to 30 days to process your request.
Improv Branding
All Improv sites include Improv branding which may not be removed, hidden or otherwise obscured in any way.
Improving Our Products
We are always striving to improve our Services. In order to do so, we need to measure, analyse, and aggregate how users interact with our Services, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Services as described in our Privacy Policy.
Restrictions
Except as otherwise expressly permitted in these Terms, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Services to a third party, (b) use the Services for the benefit of any third party, (c) incorporate any Services into a product or service you provide to a third party, (d) interfere with any login mechanism in the Services or otherwise circumvent mechanisms in the Services intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.
Credentials
You must ensure that all authorised Users keep their user IDs and passwords for the Services strictly confidential and not share such information with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Improv of any unauthorised use of which you become aware.
Your Data
“Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through our Services. You will retain all right, title and interest in and to Your Data in the form provided to Improv. Subject to these Terms, you hereby grant to Improv a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Services to you and (b) for Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorised Users) direct or enable through the Services. Improv may also access your account or instance in order to respond to your support requests.
Security
Improv implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third party service providers.
Storage Limits
There may be storage limits associated with a particular Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Service. Improv reserves the right to charge for additional storage or overage fees at the rates specified on our website. We may impose new, or may modify existing, storage limits for the Services at any time in our discretion, with or without notice to you. Illegal Activities
You must not use the website for illegal activities or for purposes the service was clearly not intended. A breach will result in immediate termination of service.
Responsibility for Your Data
You must ensure that your use of our Services and all Your Data is at all times compliant with our Acceptable Use Policy and all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Improv and to grant the rights granted to Improv in these Terms and (ii) Your Data and its transfer to and use by Improv as authorised by you under these Terms do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section Security, Improv assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
Sensitive Data
You will not submit to the Hosted Services (or use the Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your Improv account; (ii) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations). You also acknowledge that Improv is not acting as your Business Associate or subcontractor. Notwithstanding any other provision to the contrary, Improv has no liability under these Terms for Sensitive Data.
Indemnity for Your Data
You will defend, indemnify and hold harmless Improv from and against any loss, cost, liability or damage, including attorneys’ fees, for which Improv becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Services in breach of these Terms, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Improv at your expense.
Removals and Suspension
Improv has no obligation to monitor any content uploaded to the Services. Nonetheless, if we deem such action necessary based on your violation of these Terms or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may (1) remove Your Data from the Services or (2) suspend your access to the Services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Services as described in this section.
Data Backup
Improv provides backup of our system on a daily basis. Backup of individual client data can be included as part of the subscription at cost. Improv currently utilise Amazon S3 for backups.
Data Extraction
You may ask us for a flattened version of your data to be extracted from our system. Any such request will incur a time and materials fee.
Deletion at End of Subscription Term
We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term. You may also request us to delete your data after service termination including from backups. Deletion of data will incur time and material fees depending on the work required (e.g. deletion of data from backups).
Timing of data deletion will be contingent on legal and financial obligations. For example: data retention to support evidence of payments. Suspended services are not eligible for data deletion.
Improv services are provided by:
Improv Pty Ltd (ABN 88 077 044 547)
13 Robinson Street Brighton East, VIC 3187
support@improv.com.au