WEBSITE TERMS AND CONDITIONS OF USE
About the Website
Welcome to www.getmessiah.io (the 'Website'). The Website provides its partners and customers with unified marketing data, intelligent insights and automation services (the 'Messiah Software').
The Website is operated by Get Messiah Pty Ltd (ACN 653 985 409)(Company). Access to and use of the Website, or any of its associated Products or Messiah Software, is provided by the Company. Please read these terms and conditions (the 'Terms ') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Messiah Software, immediately.
The Company reserves the right to review and change any of the Terms by updating this page at its sole discretion. When the Company updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
Acceptance of the Terms
You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by The Company in the user interface.
License Fee for Use of Messiah Software
In order to access the Messiah Software, you must first pay the applicable fee for the selected license period through the Website (the 'License')
In purchasing the License, you acknowledge and agree that it is your responsibility to ensure that the License you elect to purchase is suitable for your use.
Once you have purchased the License, you will then be required to register for an account through the Website before you can access the Messiah Software (the 'Account').
As part of the registration process, or as part of your continued use of the Messiah Software, you may be required to provide personal information about yourself.
(such as identification or contact details), including:
- Email address
- Preferred username
- Mailing address
- Telephone number
- Password
You warrant that any information you give to the Company in the course of completing the registration process will always be accurate, correct and up to date.
Once you have completed the registration process, you will be a registered licensee ('Client ') and agree to be bound by the Terms. As a Client you will be granted immediate access to the Messiah Software from the time you have completed the registration process until the subscription period expires (the 'License Period').
You may not use the Messiah Software and may not accept the Terms if:
you are not of legal age to form a binding contract with the Company; or
you are a person barred from receiving the Messiah Software under the laws of Australia or other countries, including the country in which you are resident or from which you use the Messiah Software.
Your obligations as a Client
As a Client, you agree to comply with the following:
you will use the Messiah Software only for purposes that are permitted by:
the Terms;
the End-User License Agreement; and
any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Messiah Software;
any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify the Company of any unauthorised use of your password or email address or any breach of security of which you have become aware;
access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of the Company providing the Messiah Software;
you will not use the Messiah Software or the Website in connection with any commercial endeavours beyond the use of the Messiah Software in accordance with the End-User Licence Agreement;
you will not use the Messiah Software or Website for any illegal and/or unauthorised use which includes collecting email addresses of Clients by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Messiah Software. Appropriate legal action will be taken by the Company for any illegal or unauthorised use of the Website; and
you acknowledge and agree that any automated use of the Website or its Messiah Software is prohibited.
Payment
Where the option is given to you, you may make payment of the License Fee by way of:
Electronic funds transfer ('EFT ') into our nominated bank account
Credit Card Payment ('Credit Card')
PayPal ('PayPal'); or
Cash ('Cash')
All payments made in the course of your use of the Messiah Software are made using Stripe. In using the Website, the Messiah Software or when making any payment in relation to your use of the Messiah Software, you warrant that you have read, understood and agree to be bound by the Stripe terms and conditions which are available on their website.
You acknowledge and agree that where a request for the payment of the License Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the License Fee.
You agree and acknowledge that the Company can vary the License Fee at any time and that the varied License Fee will come into effect following the conclusion of the existing License Period.
Refund Policy
The Company will only provide you with a refund of the License Fee in the event they are unable to continue to provide the Messiah Software or if the manager of the Company makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the License Fee that remains unused by the Client (the 'Refund').
Copyright and Intellectual Property
The Website, the Messiah Software and all of the related products of the Company are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Messiah Software and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Messiah Software are owned or controlled for these purposes, and are reserved by the Company or its contributors.
All trademarks, service marks and trade names are owned, registered and/or licensed by the Company, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Client to:
use the Website pursuant to the Terms;
copy and store the Website and the material contained in the Website in your device's cache memory; and
print pages from the Website for your own personal and non-commercial use.
The Company does not grant you any other rights whatsoever in relation to the Website or the Messiah Software. All other rights are expressly reserved by The Company.
The Company retains all rights, title and interest in and to the Website and all related Messiah Software. Nothing you do on or in relation to the Website will transfer any:
business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright, or
a right to use or exploit a business name, trading name, domain name, trademark or industrial design, or
a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
You may not, without the prior written permission of the Company and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Messiah Software or third party Messiah Software for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
Privacy
The Company takes your privacy seriously, and any information provided through your use of the Website and/or Messiah Software are subject to the Company's Privacy Policy, which is available on the Website.
General Disclaimer
Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Competition and Consumer Act 2010, the Australian Consumer Law and other laws in force from time to time (or any liability under them), which by law may not be limited or excluded.
Subject to this clause, and to the extent permitted by law:
all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
The Company will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Messiah Software or these Terms (including as a result of not being able to use the Messiah Software or the late supply of the Messiah Software), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
Use of the Website and the Messiah Software is at your own risk. Everything on the Website and the Messiah Software is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of the Company makes any express or implied representation or warranty about the Messiah Software or any products or Messiah Software (including the products or Messiah Software of the Company) referred to on the Website, includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful components, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
the accuracy, suitability or currency of any information on the Website, the Messiah Software, or any of its Messiah Software related products (including third party material and advertisements on the Website);
costs incurred as a result of you using the Website, the Messiah Software or any of the products of the Company; and
the Messiah Software or operation in respect to links which are provided for your convenience.
Limitation of liability
The Company's total liability arising out of or in connection with the Messiah Software or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Messiah Software to you.
You expressly understand and agree that the Company, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
Termination of Contract
The Terms will continue to apply until terminated by either you or by the Company as set out below.
If you want to terminate the Terms, you may do so by not renewing the License prior to the end of the License Period;
The Company may at any time terminate the Terms with you if:
you do not renew the License at the end of the License Period;
you have breached any provision of the Terms or intend to breach any provision;
the Company is required to do so by law;
the provision of the Messiah Software to you by the Company is, in the opinion of the Company, no longer commercially viable.
Subject to local applicable laws, the Company reserves the right to discontinue or cancel your License at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Messiah Software without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts the Company's name or reputation or violates the rights of those of another party.
Indemnity
You agree to indemnify the Company, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
any direct or indirect consequences of you accessing, using or transacting on the Website or attempt to do so; and/or
any breach of the Terms.
Dispute Resolution
Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
Notice:
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
Resolution:
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties ') must:
Within 14 days of the Notice, endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of New South Wales or his or her nominee;
The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and, without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
The mediation will be held in Sydney, New South Wales, Australia.
Confidential:
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
Termination of Mediation:
If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
Venue and Jurisdiction
The Messiah Software offered by the Company is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
Governing Law
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
Notices
All notices, requests, demands and other communications under these Terms must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in these Terms:
when personally delivered, on delivery;
if sent by pre-paid post, on the second (2nd) business day after the date of posting (or on the seventh (7th) business day after the date of posting if posted to or from a place outside of Australia);
one (1) business day after having been dispatched by a nationally recognised overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above; or
if sent by email to the nominated email address, when the sender received an automated message confirming delivery, or 4 hours after the time the email is sent (as recorded on the device from which the sender sent the email) whichever occurs first, unless the sender received an automated message that the email has not been delivered, but if the delivery, receipt or transmission is not on a business day or is after 5.00 pm on a business day, the Notice is taken to be received at 9.00 am on the next business day.
Entire Terms
These Terms contains the entire agreement and understanding between the Parties.
These Terms contains the entire agreement and understanding between the Parties, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties.
These Terms may not be modified in any manner except by written amendment executed by each Party hereto.