SOS2US Platform Terms of Use

Introduction
1. Thank you for using the SOS2US Platform.
2. The following terms and conditions (Terms of Service) apply to the use of the SOS2US website at www.sos2us.com (the Website), the SOS2US mobile application (SOS2US App) and any other services described on the Website or that we agree to provide to you from time to time (the SOS2US Platform).
3. In these Terms of Service:
  1. ‘SOS2US‘, ‘we‘ or ‘us‘ means SOS2US Pty Ltd ACN 622 752 489, the entity that owns and operates the SOS2US App and Website;
  2. ‘Customer‘ means an organisation, company, firm or other body that purchases services or subscriptions to the SOS2US Platform for business purposes; and
  3. ‘User‘ means an individual who accesses the SOS2US App whether on behalf of a Customer or on their own behalf and includes any employees, contractors or officers of a Customer granted with access to the SOS2US App.
4. All Customers must comply with these Terms of Service. All Users must comply with our SOS2US App Terms of Use, which are available on our Website.
5. By clicking “I accept” or by subscribing to the SOS2US Platform, you acknowledge that you have read and understood these Terms of Service and agree to be legally bound by them. If you are subscribing to the SOS2US Platform on behalf a company, then ‘Customer’ or ‘you’ means your company, and you are binding that company to these Terms of Service.
Registering for an SOS2US Account
1. All Customers are required to create an account on the SOS2US Platform (an SOS2US Account) by completing the registration process on the Website.
2. By completing the registration process on our Website you:
  1. represent and warrant that the information you submit is true and submitted in good faith;
  2. agree to not disclose your SOS2US Account credentials to any other person and to keep this information secure and confidential; and
  3. if you are registering on behalf of a company, you represent and warrant that you are authorised to bind that company to these Terms of Service.
3. Customers who have created an SOS2US Account may grant Users permission to create their own accounts using the SOS2US App. The functionality accessible to Customers and their Users will depend on the type of subscription plan the Customer has purchased.
Responsibility for Users
1. You are solely responsible for the use, supervision, management and control of all Users you allow to access the SOS2US Platform.
2. Unless otherwise agreed, you must only grant SOS2US Account access to Users who are your employees, officers, or contractors and only up to the maximum number of Users permitted under the plan you have purchased.
Cancelling an SOS2US Account
1. You may cancel your SOS2US Account by notifying us in writing. If you notify us that you wish to cancel your SOS2US Account, or terminate these Terms of Service, part way through a subscription period, the cancellation will take effect at the end of the current subscription period, unless otherwise agreed.
2. We may terminate these Terms of Service and stop providing the SOS2US Platform at any time and for any reason provided we give you at least 30 days’ prior written notice. If we choose to cancel your SOS2US Account under this clause, we will provide you with a pro rata refund of any unused subscriptions fees paid in advance.
3. If we reasonable believe that you, or any User associated with you, have violated these Terms of Service or our SOS2US App Terms of Use, we may terminate your SOS2US Account and any SOS2US Accounts you have granted to Users, without prior notice. In these circumstances, you would not be entitled to a refund of unused subscription fees.
4. Upon termination or expiry of your SOS2US Account, we may delete all information, data and User Materials associated with your SOS2US Account. It is therefore important that you maintain regular backups of the information, documents and User Materials (if any) that you generate or store on the SOS2US Platform.
Our relationship with you
1. For the duration of the subscription period you have purchased, we will:
  1. host and maintain the SOS2US Platform;
  2. provide technical support to you by phone (1300 240 829) and by email (contact@sos2us.comby); and
  3. provide you with any other services associated with the specific plan you have subscribed to, or that we otherwise agree to provide from time to time.
2. You must ensure that you, and each User associated with your SOS2US Account, only use the SOS2US Platform in accordance with these Terms of Services and our SOS2US App Terms of Use.
3. It is your responsibility to ensure that your use of the SOS2US Platform, and the use of the SOS2US App by your Users:
  1. complies with all applicable laws, regulations, and industry codes; and
  2. does not infringe the rights of third parties, including intellectual property rights.
Plans and subscription fees
1. In order to access the paid features of the SOS2US Platform, you must:
  1. create an SOS2US Account;
  2. purchase a subscription to one of our plans; and
  3. pay the applicable subscription fees, and all associated transaction fees, notified to you at the time of purchase.
2. If you do not cancel your subscription, the subscription period will automatically renew upon the last day, for a further subscription period of the same length and plan type. Payment will be automatically debited at the commencement of each further subscription period using the payment method you have nominated.
3. You warrant that the credit or debit card, or account or other payment method which you nominate to use is your own or that you are fully entitled to use that card, account, or other payment method. We reserve the right to obtain validation of your payment before granting you access to the relevant features of the SOS2US Platform.
4. All prices quoted for the SOS2US Platform are in Australian dollars and are inclusive of GST, unless otherwise expressly provided.
5. The features and fees associated with each of our plans change from time to time. For details of the current features and subscription fees associated with each plan, please refer to our Website at www.sos2us.com/pricing.
Changes to these Terms of Service and our fees
1. We may amend these Terms of Service, and our fees, from time to time by providing you with 30 days’ written notice. If you do not agree with any proposed changes, you may cancel your SOS2US Account at any time prior to the effective date of the change.
2. If you continue to use the SOS2US Platform after the change takes effect, you are deemed to accept the change and must pay the updated fees, if applicable.
Privacy, data security and confidentiality
1. We take your privacy seriously and understand the importance of holding user identities, incident reports, key vaults and other related data securely. We utilise the multi-tenancy architecture of the SOS2US App to securely manage and control data we collect through the SOS2US App.
2. We comply with the Privacy Act 1988 (Cth) (Privacy Act) and the Australian Privacy Principles, which regulate how we collect, use, handle and disclose personal information. To the extent we handle any personal information in the course of providing you and your Users with the SOS2US Platform, we will handle that information in accordance with the Privacy Act and our privacy policy (which may be viewed at sos2us.com/privacy).
3. If you enter or upload another person’s personal information, confidential information or intellectual property to the SOS2US Platform you must ensure that you have the necessary rights, or have obtained the necessary consents from the individual, to allow us to store and use that information the ways contemplated by these Terms of Service. You indemnify us and our Indemnified Officers against all Liability that arises out of your failure to comply with this clause.
4. Each party must preserve the confidentiality of all confidential information of the other party obtained in connection with these Terms of Service.
Your User Materials
1. It is your responsibility to maintain backups of any information, documents or material you upload, publish or create via the SOS2US Platform (User Materials).
2. Your User Materials remain yours, including any intellectual property rights in your User Materials. Subject always to our confidentiality and privacy obligations to you, you consent to our using, copying, analysing and disclosing your User Materials and metadata:
  1. as directed by you, including by the preference settings of your SOS2US Account;
  2. for statistical analysis, and for improving our services; and
  3. as reasonably necessary for the operation of the SOS2US Platform, including disclosure to third party suppliers and contractors.
Intellectual property rights
1. SOS2US is the owner of the SOS2US Platform. All intellectual property rights in the SOS2US Platform, including all content on the Website and SOS2US App (Content), is owned by, or licensed to, SOS2US.
2. You must not reproduce, transmit, adapt, distribute, sell, modify, publish or store Content for any purpose, without our prior written consent.
Disclaimers and Limitation of Liability
1. Nothing in these Terms of Service excludes, restricts or modifies any rights or remedies you may have under the Australian Consumer Law.
2. Subject to clause 1, and to the maximum extent permitted by law:
  1. the information, services, and material contained on the SOS2US Platform are provided on an ‘as is’ basis;
  2. we do not warrant, guarantee or make any representation that:
    1. the SOS2US App or Website are free of viruses;
    2. the functions of the SOS2US Platform will operate uninterrupted or are error-free or are compatible with all browser and operating systems; or
    3. errors and defects in the SOS2US Platform will be corrected;
  3. we make no representation and do not warrant that the information provided on the SOS2US Platform is complete, accurate, current, or meets any particular standard; and
  4. while we take all reasonable efforts to maintain the security and confidentiality of the SOS2US Platform and any User Materials you upload to the SOS2US Platform, we cannot ensure or guarantee the security of your information. For example, hacking, vandalism, hardware or software failure may affect the security and confidentiality of your User Material, and we take no responsibility for such events.
3. You acknowledge that you have exercised your own judgement as to the suitability of the SOS2US Platform for your purposes and that you use the SOS2US Platform at your sole risk.
4. To the fullest extent allowable at law:
  1. Consequential Loss is expressly excluded under these Terms of Service;
  2. our liability, and liability of our Indemnified Officers, under this agreement is limited to (at our election) supplying the relevant services again or a refund of the amount you paid us for those services; and
  3. despite any other provision to the contrary, you agree that our total liability and the total liability of our Indemnified Officers in connection with this agreement whether under contract or tort, will not in any circumstances exceed the subscription fees paid by you to us in the previous 12 months.
Responsibility for own actions
1. Each party agrees to release and hold harmless, indemnify and defend the other party and its Indemnified Officers against any Claim or Liability from or in relation to its own negligence or malpractice, or reckless or intentional misconduct or its own failure to perform its obligations and responsibilities under these Terms of Service.
Indemnity
1. You agree to indemnify us and our Indemnified Officers against any Claim or Liability arising from or in relation to:
  1. any acts or omissions of you or any of your Users;
  2. your breach of any law or infringement of any third party rights including without limitation intellectual property rights or privacy rights; and
  3. your action, inaction, delay or breach of your obligations under this agreement or your breach of any warranties under this agreement.
2. You indemnify us for all reasonable legal expenses we incur as a result of your breach of these Terms of Service, on a solicitor and own client basis.
Force Majeure
1. For the purposes of this clause 14, a Force Majeure Event means any of the following:
  1. earthquakes, fires or other physical natural disaster;
  2. acts of war, acts of terrorism, riots, civil or military disturbances, national or state-wide industrial disputes (excluding actions by, between or originated among employees of a party); and
  3. events which causes damage to infrastructure which is reasonably required for the SOS2US Platform to function and which is outside the reasonable control of SOS2US to repair.
2. Neither party is liable for any delay or failure to perform its obligations under these Terms of Service to the extent that such failure is caused by a Force Majeure Event. We may suspend access to the SOS2US Platform for the duration of any Force Majeure Event.
Dispute resolution
1. If a dispute arises between the parties in relation to this agreement, either party may give the other party a written notice (Dispute Notice) that they intend to arrange mediation. The parties must refer the dispute to an independent mediator within 15 days of the Dispute Notice.
2. If the parties cannot agree on a suitable mediator, either party may contact the Queensland Law Society and request that they provide a mediator. The costs of the mediation must be paid by the parties in equal shares.
3. If the dispute is not resolved by the mediation within 60 days after receipt of the Dispute Notice, either party may commence court or arbitration proceedings. Nothing in this clause 15 shall prevent a party from seeking urgent interlocutory relief.
General
1. Enduring clauses: The parties’ rights and obligations under clauses 1, 9, 10, 11, 12, 13, 15 and 16, will survive the termination of these Terms of Service for whatever reason.
2. Jurisdiction: The laws of Queensland, Australia apply to these Terms of Service and the parties submit exclusively to the courts of that jurisdiction.
3. Severability: If any provision of this agreement is ruled by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision or part provision of this agreement.
4. Waiver: Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.
5. Entire Agreement: This agreement contains the entire agreement between the parties and supersedes all previous negotiations or agreements in relation to the subject matter of this agreement.
6. Assignment: We may assign or novate our rights and obligations under these Terms of Service at any time by notice on the SOS2US Platform. Upon assignment or novation, our rights and obligations are binding on and will benefit our respective representatives, successors and assigns.
Definitions and Interpretation
1. In these Terms of Service:
  1. Claim means any claim notice, demand, investigation, action, proceeding, litigation, or judgment however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence) or statute and whether involving a party to these Terms of Service or third party.
  2. Consequential Loss includes, without limitation: loss of data or unauthorised disclosure of data; loss of opportunity, loss of revenue, loss of anticipated profits or savings, expenses incurred through default or breach, wasted overheads, loss of contract, loss of bargain, loss of business, loss of production, loss of use, loss of goodwill, and all other pure economic loss; and disappointment, distress, stress, and inconvenience.
  3. Indemnified Officers means, in relation to a party, its directors, employees, contractors, agents and representatives.
  4. Liability means any liability (whether actual or prospective), loss, damage, cost or expense of any description, including legal fees on a solicitor and own client basis.
Interpretation
1. The following rules of interpretation apply unless the context requires otherwise:
  1. a reference to a person includes a firm, a body corporate, an unincorporated association or an authority and vice versa;
  2. a reference to these Terms of Service or another document includes any variation, novation, replacement or supplement to any of them from time to time;
  3. a reference to a right or obligation of two or more persons confers that right, or imposes that obligation, as the case may be, jointly and severally;
  4. a reference to conduct includes any omission, representation, statement or undertaking, whether or not in writing;
  5. specifying anything in these Terms of Service after the words including, includes or for example or similar expressions does not limit what else might be included unless there is express wording to the contrary; and
  6. nothing in this agreement shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.

Last updated: 10 November 2020