Appeggio.com Terms and Conditions
Version 1.0.1
6th September 2022
1. Introduction
Appeggio.com Trading PTY LTD ACN 638 342 748, and its related bodies corporate (Appeggio, we, us or our) offer a digital tool (the Platform) which allows you to easily develop and host Apps - no code required! We also facilitate the sale of full Apps and component templates, built using Appeggio, through our Marketplace.
2. Acceptance
2.1 These Terms form the agreement under which we agree to provide you the Platform. Please read these Terms carefully. If you have any questions, please contact us using the contact details below, before accepting these Terms.
2.2 You, means each person or entity, accepting these Terms or using the Platform including you, in your capacity as a Buyer or Seller on the Marketplace. You take full responsibility for any person who uses the Platform on your behalf.
2.3 You accept these Terms by clicking a box indicating your acceptance.
2.2 You, means each person or entity, accepting these Terms or using the Platform including you, in your capacity as a Buyer or Seller on the Marketplace. You take full responsibility for any person who uses the Platform on your behalf.
2.3 You accept these Terms by clicking a box indicating your acceptance.
3. Platform summary
We provide our Platform through which you may:
3.1 develop an App, Website, Landing Page, Form, Process, Template or similar (collectively known as Apps) , as allowed by the Platform;
3.2 save a developed App;
3.3 integrate your Apps with 3rd party services. Some 3rd party services may require you to create an account with them and pay for services. Appeggio may facilitate this on your behalf, but you will be entirely responsible for any fees or charges due to the 3rd party and Appeggio can not guarantee or warrant any service levels for services provided by 3rd parties;
3.4 host your Apps;
3.5 publish your App to a Third Party provider, such as the Apple Store or the Google Play Store (Stores), or a domain owned or licensed by you which we host for you;
3.6 offer your Apps for sale through our Marketplace;
3.7 purchase Apps from Sellers through our Marketplace; and/or
3.8 purchase Additional Services.
3.1 develop an App, Website, Landing Page, Form, Process, Template or similar (collectively known as Apps) , as allowed by the Platform;
3.2 save a developed App;
3.3 integrate your Apps with 3rd party services. Some 3rd party services may require you to create an account with them and pay for services. Appeggio may facilitate this on your behalf, but you will be entirely responsible for any fees or charges due to the 3rd party and Appeggio can not guarantee or warrant any service levels for services provided by 3rd parties;
3.4 host your Apps;
3.5 publish your App to a Third Party provider, such as the Apple Store or the Google Play Store (Stores), or a domain owned or licensed by you which we host for you;
3.6 offer your Apps for sale through our Marketplace;
3.7 purchase Apps from Sellers through our Marketplace; and/or
3.8 purchase Additional Services.
4. Provision of our Platform to you
In consideration of your acceptance of these Terms and payment of the Fees (if applicable), we will provide the Platform in accordance with these Terms.
4.1 You may use the Platform before you create an Account as part of a trial period. Such a trial period may offer limited features and can change at any time, without notice.
4.2 Where you wish to save an Apps so that you may later access them, publish to a Third Party Provider or sell as a Template on our Marketplace, you must create an Account.
4.3 Where you wish to publish an App to a Third Party Provider you must have an Account and you must choose and sign up for a paid Plan.
4.4 We may make available via the Platform, Additional Services. You may request to receive such Additional Services in accordance with the terms and conditions for the Additional Service, as displayed on the Platform and subject to paying any applicable fees.
4.5 You agree that we may change these terms, at our sole discretion, with 30 days written notice, unless the change is of benefit to the majority of Platform subscribers, when we may change these terms without notice.
4.6 You agree that we may change the Platform (including any features) on the following basis:-
4.1 You may use the Platform before you create an Account as part of a trial period. Such a trial period may offer limited features and can change at any time, without notice.
4.2 Where you wish to save an Apps so that you may later access them, publish to a Third Party Provider or sell as a Template on our Marketplace, you must create an Account.
4.3 Where you wish to publish an App to a Third Party Provider you must have an Account and you must choose and sign up for a paid Plan.
4.4 We may make available via the Platform, Additional Services. You may request to receive such Additional Services in accordance with the terms and conditions for the Additional Service, as displayed on the Platform and subject to paying any applicable fees.
4.5 You agree that we may change these terms, at our sole discretion, with 30 days written notice, unless the change is of benefit to the majority of Platform subscribers, when we may change these terms without notice.
4.6 You agree that we may change the Platform (including any features) on the following basis:-
4.6.1 Any change that may or may not impact your unpublished App - without notice and at any time;
4.6.2 Any change that will not adversely impact your published App - without notice and at any time;
4.6.3 Any high priority cyber security change - without notice and at any time;
4.6.4 Any change that may or may not impact your published App, but is required to maintain the service in the event of an unplanned incident affecting the majority of Appeggio users - without notice and at any time;
4.6.5 Any change that may have a significant adverse impact on your published App - by providing 30 days written notice;
4.6.6 Any change that may have a minor adverse impact on your App - by providing 7 days written notice
4.6.7 If we materially alter the Platform or these Terms in a way that results in a material detriment to you, you must provide us with notice of your concern and the opportunity to resolve your concern within 7 days of the change. If, using best endeavours, we then fail to resolve your concern within 14 days, you may terminate these Terms with 30 days’ written notice to us and for Plans terminated in this way, we will refund you, on a pro rata basis any Fees you have paid in advance (for the relevant terminated Plan) and relate to any unexpired part of the Plan period at the date of termination. In this event Appeggio will not be held liable for any direct or indirect loss you may suffer as a result.
4.6.2 Any change that will not adversely impact your published App - without notice and at any time;
4.6.3 Any high priority cyber security change - without notice and at any time;
4.6.4 Any change that may or may not impact your published App, but is required to maintain the service in the event of an unplanned incident affecting the majority of Appeggio users - without notice and at any time;
4.6.5 Any change that may have a significant adverse impact on your published App - by providing 30 days written notice;
4.6.6 Any change that may have a minor adverse impact on your App - by providing 7 days written notice
4.6.7 If we materially alter the Platform or these Terms in a way that results in a material detriment to you, you must provide us with notice of your concern and the opportunity to resolve your concern within 7 days of the change. If, using best endeavours, we then fail to resolve your concern within 14 days, you may terminate these Terms with 30 days’ written notice to us and for Plans terminated in this way, we will refund you, on a pro rata basis any Fees you have paid in advance (for the relevant terminated Plan) and relate to any unexpired part of the Plan period at the date of termination. In this event Appeggio will not be held liable for any direct or indirect loss you may suffer as a result.
5. Accounts
You may create an Account on our website appeggio.com (Site), in order for you to access and use certain features of the Platform. To publish an App or to use the Marketplace as a Buyer or a Seller you must create an Account.
5.1 You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.
5.2 You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.
5.3 It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, and for ensuring that any activities on your Account comply with these Terms and any applicable laws.
5.1 You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.
5.2 You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.
5.3 It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, and for ensuring that any activities on your Account comply with these Terms and any applicable laws.
6. Licence to use the Platform and restrictions on your use
Subject to the payment of any applicable Fees and your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the Platform while you maintain a suitable subscription plan (Plan), for your use and enjoyment of the Platform, as contemplated by these Terms (Licence). You must not access or use the Platform except as permitted by the Licence and you must not (and must not permit any other person to) use the Platform in any way which is in breach of any applicable Laws or which infringes any person's or entities rights, including Intellectual Property Rights, including to;
6.1 use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
6.2 use the Platform in any way that damages, interferes, degrades, threatens or interrupts the supply of the Platform;
6.3 introduce malicious programs into our hardware, software or other systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
6.4 reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details;
6.5 carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
6.6 use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
6.7 circumvent user authentication or security of any of our Platform, networks, accounts or hosts or those of our other users.
If Appeggio believes (at its sole discretion) that you are using the Platform for an unlawful purpose, Appeggio has the right to terminate the Licence and suspend your Account without notice or refund of any fees.
6.1 use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
6.2 use the Platform in any way that damages, interferes, degrades, threatens or interrupts the supply of the Platform;
6.3 introduce malicious programs into our hardware, software or other systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
6.4 reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details;
6.5 carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
6.6 use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
6.7 circumvent user authentication or security of any of our Platform, networks, accounts or hosts or those of our other users.
If Appeggio believes (at its sole discretion) that you are using the Platform for an unlawful purpose, Appeggio has the right to terminate the Licence and suspend your Account without notice or refund of any fees.
7. Third Party Inputs
7.1 You understand and agree that the provision of the Platform may be contingent on, or impacted by, Third Party Inputs and that the Platform may interface, or interoperate with Third Party Inputs, including;
7.2 instances where you use the Platform to integrate your App with a Third Party Input, and/or where you publish your App to a Store, or a domain owned or licensed by you which we host for you), you are responsible for:
7.2 instances where you use the Platform to integrate your App with a Third Party Input, and/or where you publish your App to a Store, or a domain owned or licensed by you which we host for you), you are responsible for:
7.2.1 the purchase of;
7.2.2 the requirements of; and
7.2.3 the licensing obligations of,
the applicable Third Party Inputs, including third party software and services.
7.2.2 the requirements of; and
7.2.3 the licensing obligations of,
the applicable Third Party Inputs, including third party software and services.
7.3 You agree that the benefit of any Third Party Input’s interface, or interoperation with, your App, is subject to your compliance with clause 7.1.
8. Publishing your App
Where you choose to publish your Apps, access to and use of the Apps by any End User is subject to your payment of the applicable Fees for your chosen Plan in accordance with the payment terms and;
8.1 You are responsible for ensuring the terms of use, privacy policy, your own licence or subscription terms and any other applicable terms specified by you are available to End User’s of the Apps;
8.2 We do not accept any responsibility or Liability for the content or usage of your Apps;
8.3 You are responsible for all End Users, including for providing all support for the Apps to your End Users. We do not accept any responsibility or Liability for the management, end user support or administration of the Apps. You will remain liable to us for all use of the Apps, including by any End Users;
8.4 We assume no responsibility or Liability for the publication, distribution, commercialisation, use or sale of Apps. You are solely responsible for your Apps, for your App’s compliance with all Laws and for the consequences of publishing, distributing, commercialising, using and selling Apps.
8.1 You are responsible for ensuring the terms of use, privacy policy, your own licence or subscription terms and any other applicable terms specified by you are available to End User’s of the Apps;
8.2 We do not accept any responsibility or Liability for the content or usage of your Apps;
8.3 You are responsible for all End Users, including for providing all support for the Apps to your End Users. We do not accept any responsibility or Liability for the management, end user support or administration of the Apps. You will remain liable to us for all use of the Apps, including by any End Users;
8.4 We assume no responsibility or Liability for the publication, distribution, commercialisation, use or sale of Apps. You are solely responsible for your Apps, for your App’s compliance with all Laws and for the consequences of publishing, distributing, commercialising, using and selling Apps.
9. Appeggio Marketplace
How the marketplace works:
9.1 Our Marketplace allows Sellers to sell and Buyers to purchase template Apps (Template);
9.2 By using our Marketplace, you understand and agree that we only make available the Platform, and as part of this, the Marketplace. We are not party to any agreement entered into between a Buyer and a Seller and we have no control over the conduct of Sellers, Buyers or any other users of the Platform;
9.3 A Seller wanting to sell a Template, will post the Template for sale within the Marketplace via a Seller Listing. By creating a Seller Listing, the Seller confirms that it is legally entitled to and capable of supplying the Template described in the Seller Listing;
9.4 A Buyer wanting to buy a Template, selects the applicable Seller Listing and must pay the relevant Listing Price;
9.5 As a Seller, you are responsible for your sales to Buyers, including for providing all support for the Template to your Buyers. We do not accept any responsibility or Liability for the management, support or administration of the Template, or your Buyers. You will remain liable to us for all use of the Template, including by any Buyers;
9.6 We assume no responsibility or Liability for the publication, distribution, commercialisation, use or sale of the Template. You are solely responsible for the Template, for the Template’s compliance with all Laws and for the consequences of publishing, distributing, commercialising, using and selling the Template;
9.7 A Seller is permitted to set a price for buyers to purchase a Template they place on the Marketplace, within guidelines we may publish from time to time;
9.8 Payment will be made by the Buyer, via a digital payment gateway (for example PayPal) as part of the purchase process in the Platform. No other payment mechanism will be accepted and the Seller will need to provide their gateway account information as part of submitting a Template for inclusion in the Marketplace;
9.9 Any sales made on the Marketplace will attract a Service fee, no less than USD$2 and no greater than 30% of the sale price. payable to Appeggio. The Service fee rate will be published and set at the point in time that a Seller submits a Template for inclusion in the Marketplace and we reserve the right to amend the Service fee, at any time;
9.10 The Service fee will be automatically deducted from the payment made to the Seller via the payment gateway process;
9.11 Any fees or charges made by the payment gateway provider, will be paid by you as per the terms and conditions you agree to as part of setting up an account with them;
9.12 By submitting a Template to the Marketplace you are confirming you have full ownership of any intellectual property contained in the Template and are granting a full, irrevocable and free licence to us to, for any purpose;
9.13 We reserve the right to remove any Template from the Marketplace, at our sole discretion, at any time.
9.14 Authorised agent - If you are a Seller, you appoint us as your limited payment collection agent solely for the purpose of accepting the Listing Price from the relevant Buyer. You agree that we will not be required to pay you any amount until we have received the Listing Price from the relevant Buyer in full, that we will deduct our Service Fee from any Listing Price we receive and that we may grant refunds to Buyers in accordance with these Terms.
9.15 Unless otherwise agreed, you will grant a buyer of your template a full, irrevocable and free licence to use in Apps created under their Appeggio account, for the period that they maintain a valid Appeggio subscription.
9.16 Marketplace refunds - As a normal course, there will be a no cancellation or refund policy.
9.1 Our Marketplace allows Sellers to sell and Buyers to purchase template Apps (Template);
9.2 By using our Marketplace, you understand and agree that we only make available the Platform, and as part of this, the Marketplace. We are not party to any agreement entered into between a Buyer and a Seller and we have no control over the conduct of Sellers, Buyers or any other users of the Platform;
9.3 A Seller wanting to sell a Template, will post the Template for sale within the Marketplace via a Seller Listing. By creating a Seller Listing, the Seller confirms that it is legally entitled to and capable of supplying the Template described in the Seller Listing;
9.4 A Buyer wanting to buy a Template, selects the applicable Seller Listing and must pay the relevant Listing Price;
9.5 As a Seller, you are responsible for your sales to Buyers, including for providing all support for the Template to your Buyers. We do not accept any responsibility or Liability for the management, support or administration of the Template, or your Buyers. You will remain liable to us for all use of the Template, including by any Buyers;
9.6 We assume no responsibility or Liability for the publication, distribution, commercialisation, use or sale of the Template. You are solely responsible for the Template, for the Template’s compliance with all Laws and for the consequences of publishing, distributing, commercialising, using and selling the Template;
9.7 A Seller is permitted to set a price for buyers to purchase a Template they place on the Marketplace, within guidelines we may publish from time to time;
9.8 Payment will be made by the Buyer, via a digital payment gateway (for example PayPal) as part of the purchase process in the Platform. No other payment mechanism will be accepted and the Seller will need to provide their gateway account information as part of submitting a Template for inclusion in the Marketplace;
9.9 Any sales made on the Marketplace will attract a Service fee, no less than USD$2 and no greater than 30% of the sale price. payable to Appeggio. The Service fee rate will be published and set at the point in time that a Seller submits a Template for inclusion in the Marketplace and we reserve the right to amend the Service fee, at any time;
9.10 The Service fee will be automatically deducted from the payment made to the Seller via the payment gateway process;
9.11 Any fees or charges made by the payment gateway provider, will be paid by you as per the terms and conditions you agree to as part of setting up an account with them;
9.12 By submitting a Template to the Marketplace you are confirming you have full ownership of any intellectual property contained in the Template and are granting a full, irrevocable and free licence to us to, for any purpose;
9.13 We reserve the right to remove any Template from the Marketplace, at our sole discretion, at any time.
9.14 Authorised agent - If you are a Seller, you appoint us as your limited payment collection agent solely for the purpose of accepting the Listing Price from the relevant Buyer. You agree that we will not be required to pay you any amount until we have received the Listing Price from the relevant Buyer in full, that we will deduct our Service Fee from any Listing Price we receive and that we may grant refunds to Buyers in accordance with these Terms.
9.15 Unless otherwise agreed, you will grant a buyer of your template a full, irrevocable and free licence to use in Apps created under their Appeggio account, for the period that they maintain a valid Appeggio subscription.
9.16 Marketplace refunds - As a normal course, there will be a no cancellation or refund policy.
10. Reviews
Buyers may review a purchased Template and their experience with the Seller on the Marketplace (Review);
10.1 Reviews can be viewed by any user and will remain viewable until the Template is removed from the Marketplace.
10.2 As a reviewer, you agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete or edit the Review and ban you from posting further Reviews. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
10.3 You may only write about your own experience as a Buyer. You are not permitted to write a Review about somebody else’s experience, such as that of a family member or friend.
10.4 You may not write a review about a Template you are selling or have sold in the Marketplace, or if you are an executive or employee of the Seller. Similarly, you may not write a Review about a direct competitor to a Template you are selling or have sold. This extends to executives and employees of the Seller.
10.5 You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Seller to write a Review, you should include information about this in your Review. Incentives include the Seller offering you a gift, reward, discount or advantage for writing a Review about the Template on the Marketplace.
10.6 As a Seller, if you repeatedly receive Reviews under 3 stars, we may in our sole discretion, remove some or all of your Templates from the Marketplace and with written notice to you, suspend your right to sell Templates on the Marketplace.
10.1 Reviews can be viewed by any user and will remain viewable until the Template is removed from the Marketplace.
10.2 As a reviewer, you agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete or edit the Review and ban you from posting further Reviews. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
10.3 You may only write about your own experience as a Buyer. You are not permitted to write a Review about somebody else’s experience, such as that of a family member or friend.
10.4 You may not write a review about a Template you are selling or have sold in the Marketplace, or if you are an executive or employee of the Seller. Similarly, you may not write a Review about a direct competitor to a Template you are selling or have sold. This extends to executives and employees of the Seller.
10.5 You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Seller to write a Review, you should include information about this in your Review. Incentives include the Seller offering you a gift, reward, discount or advantage for writing a Review about the Template on the Marketplace.
10.6 As a Seller, if you repeatedly receive Reviews under 3 stars, we may in our sole discretion, remove some or all of your Templates from the Marketplace and with written notice to you, suspend your right to sell Templates on the Marketplace.
11. Payment
You agree to pay us the Fees as set out in your chosen Plan, and any other amounts payable to us under these Terms, without set-off or delay, by Credit or Debit Card;
11.1 For annual subscription plans, paid monthly in arrears, we will process your subscription purchase as promptly as possible. Your payment must be authorised before your plan will be activated;
11.2 If your initial payment authorisation is revoked, your subscription will be terminated and we reserve the right to reject any subscription order at any time.
11.3 Monthly payments for your subscriptions plan will be directly debited from your Credit Card on or around the day the first payment was made each month.
11.4 For annual subscription plans, paid upfront, we will process your subscription purchase as promptly as possible. Your payment must be authorised before your plan will be activated;
11.5 For monthly subscription plans, we will process your purchase as promptly as possible. Your payment must be authorised before your plan will be activated;
11.6 All Plan subscriptions will renew automatically, unless you cancel according to our cancellation policy.
11.7 It is your responsibility to provide and maintain valid payment details, You can manage these, at any time, via Your Account Settings at Appeggio.com;
11.8 If your Credit Card payment is not authorised or otherwise rejected, your subscription may automatically be cancelled and your App will be unpublished, meaning your End Users will not have access to your App. If your subscription is cancelled due to such a payment issue, we make no guarantee that the same subscription plan will be available to you, at the same price.
11.9 If for some unforeseen reason your and your end-users complete access to our services is unavailable for a continuous period of more than 72 hours you may be eligible for a credit of a prorated amount for the period of the service outage. For the avoidance of doubt, if the service outage is due to problems not related to Appeggio then you are not eligible for a refund or credit of any nature.
11.10 If you pay by credit card, we may add a credit card surcharge (currently 1.0% but subject to annual review) which reflects no more than the costs of acceptance to us of processing your payment subscription charges. There is no surcharge for payments by Debit Card.
11.11 You must ensure your Payment Method has sufficient funds to pay the Fees.
11.12 You are responsible for reviewing the pricing schedule, features, usage pricing and limits associated with your Plan, which are available on the Site.
11.13 Where Fees for your Plan are calculated based on usage of the Apps, we will be solely responsible for monitoring and determining usage of the Apps. You agree that any usage which we record will be conclusive.
11.14 If any payment has not been made in accordance with these Terms, we may (at our absolute discretion):
11.1 For annual subscription plans, paid monthly in arrears, we will process your subscription purchase as promptly as possible. Your payment must be authorised before your plan will be activated;
11.2 If your initial payment authorisation is revoked, your subscription will be terminated and we reserve the right to reject any subscription order at any time.
11.3 Monthly payments for your subscriptions plan will be directly debited from your Credit Card on or around the day the first payment was made each month.
11.4 For annual subscription plans, paid upfront, we will process your subscription purchase as promptly as possible. Your payment must be authorised before your plan will be activated;
11.5 For monthly subscription plans, we will process your purchase as promptly as possible. Your payment must be authorised before your plan will be activated;
11.6 All Plan subscriptions will renew automatically, unless you cancel according to our cancellation policy.
11.7 It is your responsibility to provide and maintain valid payment details, You can manage these, at any time, via Your Account Settings at Appeggio.com;
11.8 If your Credit Card payment is not authorised or otherwise rejected, your subscription may automatically be cancelled and your App will be unpublished, meaning your End Users will not have access to your App. If your subscription is cancelled due to such a payment issue, we make no guarantee that the same subscription plan will be available to you, at the same price.
11.9 If for some unforeseen reason your and your end-users complete access to our services is unavailable for a continuous period of more than 72 hours you may be eligible for a credit of a prorated amount for the period of the service outage. For the avoidance of doubt, if the service outage is due to problems not related to Appeggio then you are not eligible for a refund or credit of any nature.
11.10 If you pay by credit card, we may add a credit card surcharge (currently 1.0% but subject to annual review) which reflects no more than the costs of acceptance to us of processing your payment subscription charges. There is no surcharge for payments by Debit Card.
11.11 You must ensure your Payment Method has sufficient funds to pay the Fees.
11.12 You are responsible for reviewing the pricing schedule, features, usage pricing and limits associated with your Plan, which are available on the Site.
11.13 Where Fees for your Plan are calculated based on usage of the Apps, we will be solely responsible for monitoring and determining usage of the Apps. You agree that any usage which we record will be conclusive.
11.14 If any payment has not been made in accordance with these Terms, we may (at our absolute discretion):
11.14.1 immediately cease or suspend the provision of the Platform, and recover as a debt due and immediately payable from you, our additional costs of doing so;
11.14.2 charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 10% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with these Terms; and
11.14.3 engage debt collection services and/or commence legal proceedings in relation to any such amounts.
11.14.2 charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 10% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with these Terms; and
11.14.3 engage debt collection services and/or commence legal proceedings in relation to any such amounts.
11.15 If you rectify such non-payment within a reasonable time after the Platform has been suspended, then we may, at our discretion, recommence the provision of the Platform as soon as reasonably practicable.
11.16 To the maximum extent permitted by law, unless otherwise expressly stated otherwise in these Terms, the Fees are non-refundable.
11.16 To the maximum extent permitted by law, unless otherwise expressly stated otherwise in these Terms, the Fees are non-refundable.
12. Upgrading or downgrading your Plan
12.1 You may upgrade or downgrade your Plan to another tier at any time in the Your Account Settings section of our website (or similar);
12.2 For upgrades, the Payment Method will automatically be charged for the pro-rata Fee for your new Plan tier immediately;
12.3 and the upgrade will become effective from the date on which you request such an upgrade;
12.4 For downgrades, the downgrade will become effective immediately and the Payment Method will automatically be charged the Fee for your new Plan tier on your next Payment Date.
12.5 Unless expressly confirmed as part of the plan change confirmation, no refund of fees for unused or pro-rata services will be made.
12.2 For upgrades, the Payment Method will automatically be charged for the pro-rata Fee for your new Plan tier immediately;
12.3 and the upgrade will become effective from the date on which you request such an upgrade;
12.4 For downgrades, the downgrade will become effective immediately and the Payment Method will automatically be charged the Fee for your new Plan tier on your next Payment Date.
12.5 Unless expressly confirmed as part of the plan change confirmation, no refund of fees for unused or pro-rata services will be made.
13. Cancelling your plan
13.1 You may notify us of and cancel your Plan at any time in the Your Account Settings section of our website (or similar).
13.2 The cancellation will become effective from the date of your next Payment Date, after the end of your current subscription term. You will not be charged any further Fees and we will cease to provide any features of the Platform which are offered exclusively as part of your Plan. You acknowledge that any Apps hosted by us as part of a cancelled Plan will continue to exist but from the date of cancellation will cease to be operational, including where published to any Third Party Inputs. This means End Users will no longer have access to the Apps.
13.3 To the maximum extent permitted by law, there will be no refunds or credits for any unused Licence (or part thereof).
13.2 The cancellation will become effective from the date of your next Payment Date, after the end of your current subscription term. You will not be charged any further Fees and we will cease to provide any features of the Platform which are offered exclusively as part of your Plan. You acknowledge that any Apps hosted by us as part of a cancelled Plan will continue to exist but from the date of cancellation will cease to be operational, including where published to any Third Party Inputs. This means End Users will no longer have access to the Apps.
13.3 To the maximum extent permitted by law, there will be no refunds or credits for any unused Licence (or part thereof).
14. Costs
14.1 Additional Services may be subject to a Cost, as set out on the Platform and/or Site for each Additional Service.
14.2 You agree to pay us any Costs without set-off or delay, via the Payment Method, at the time that you request an Additional Service.
14.3 You will not be entitled to receive any Additional Service until you have paid the applicable Cost.
14.2 You agree to pay us any Costs without set-off or delay, via the Payment Method, at the time that you request an Additional Service.
14.3 You will not be entitled to receive any Additional Service until you have paid the applicable Cost.
15. End User App fees
15.1 Any charges or fees to be paid by End Users for the use of your App will be strictly between you and the End User.
16. Intellectual Property Rights
16.1 You agree that all Intellectual Property Rights, will at all times, vest or remain vested, in us (or, if applicable, our third party service providers). To the extent that ownership of the Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights;
16.1.1 in the Platform, including the Software, the Platform and the Marketplace; and
16.1.2 in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Platform, the Software, the Marketplace and any machine learning algorithms output from the Platform)
16.1.2 in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Platform, the Software, the Marketplace and any machine learning algorithms output from the Platform)
16.2 You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
16.3 You grant us an non-exclusive, un-revocable, worldwide, sublicensable and transferable right and licence, to use any Intellectual Property you provide to us or upload to the Platform.
16.4 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use the Platform to develop Apps as expressly permitted by the features and functionality of the Platform and these Terms, and to use and commercialise such Apps, solely while you maintain a valid Appeggio Subscription Plan, for your use and enjoyment of the Platform in accordance with the limitations of these Terms and to publish Apps via Third Party Inputs in accordance with the limitations of these Terms. You do not acquire any ownership rights in the Platform or the Apps.
16.5 You may grant a licence to End Users of your App to access and use the App which contains terms the same or no less onerous than the licence terms contained in these Terms.
16.6 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use the Platform to develop Templates as expressly permitted by the features and functionality of the Platform and these Terms, and to use such Templates for the purposes for which they were developed, for your use and enjoyment of the Template in accordance with the limitations of these Terms and to sell such Templates via our Marketplace in accordance with the limitations of these Terms. You do not acquire any ownership rights in the Platform or the Templates.
16.7 As a Seller, you may grant a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence to a Buyer of your Template, which allows such Buyer to use the tool provided as part of the Platform to use, modify, enhance, adapt or improve the Template and to develop and publish Apps, as expressly permitted by the features and functionality of the Platform and these Terms.
16.8 Nothing in these Terms is intended to provide us with ownership rights in your User Content.
16.9 You grant us a limited licence to copy, transmit, store and back-up or otherwise access the User Content during the Term and for a reasonable period after the end of your subscription to:
16.3 You grant us an non-exclusive, un-revocable, worldwide, sublicensable and transferable right and licence, to use any Intellectual Property you provide to us or upload to the Platform.
16.4 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use the Platform to develop Apps as expressly permitted by the features and functionality of the Platform and these Terms, and to use and commercialise such Apps, solely while you maintain a valid Appeggio Subscription Plan, for your use and enjoyment of the Platform in accordance with the limitations of these Terms and to publish Apps via Third Party Inputs in accordance with the limitations of these Terms. You do not acquire any ownership rights in the Platform or the Apps.
16.5 You may grant a licence to End Users of your App to access and use the App which contains terms the same or no less onerous than the licence terms contained in these Terms.
16.6 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use the Platform to develop Templates as expressly permitted by the features and functionality of the Platform and these Terms, and to use such Templates for the purposes for which they were developed, for your use and enjoyment of the Template in accordance with the limitations of these Terms and to sell such Templates via our Marketplace in accordance with the limitations of these Terms. You do not acquire any ownership rights in the Platform or the Templates.
16.7 As a Seller, you may grant a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence to a Buyer of your Template, which allows such Buyer to use the tool provided as part of the Platform to use, modify, enhance, adapt or improve the Template and to develop and publish Apps, as expressly permitted by the features and functionality of the Platform and these Terms.
16.8 Nothing in these Terms is intended to provide us with ownership rights in your User Content.
16.9 You grant us a limited licence to copy, transmit, store and back-up or otherwise access the User Content during the Term and for a reasonable period after the end of your subscription to:
16.9.1 supply the Platform (including for back-ups) to you (including to enable you and your Personnel to benefit from the Platform);
16.9.2 diagnose problems with the Platform;
16.9.3 enhance and otherwise modify the Platform, and
16.9.4 as reasonably required to perform our obligations under these Terms.
16.9.2 diagnose problems with the Platform;
16.9.3 enhance and otherwise modify the Platform, and
16.9.4 as reasonably required to perform our obligations under these Terms.
16.10 You must, at all times, ensure the integrity of the User Content and that your provision of, and use of the User Content is compliant with all Laws.
16.11 You represent and warrant that:
16.11 You represent and warrant that:
16.11.1 you have obtained all necessary rights, releases and permissions to provide all your User Content to us and to grant the rights granted to us in these Terms;
16.11.2 the User Content is accurate and complete;
16.11.3 the User Content (and its transfer to and use by us as authorised by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
16.11.4 any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
16.11.2 the User Content is accurate and complete;
16.11.3 the User Content (and its transfer to and use by us as authorised by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
16.11.4 any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
16.12 We assume no responsibility or Liability for the User Content. You are solely responsible for the User Content and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to back up the User Content.
16.13 You acknowledge and agree that the operation of the Platform is reliant on the accuracy of the User Content, and the provision of inaccurate or incomplete User Content by you may affect the use, output and operation of the Platform.
16.14 This clause 16 will survive the termination or expiry of these Terms.
16.13 You acknowledge and agree that the operation of the Platform is reliant on the accuracy of the User Content, and the provision of inaccurate or incomplete User Content by you may affect the use, output and operation of the Platform.
16.14 This clause 16 will survive the termination or expiry of these Terms.
17. Intellectual property breach
Other than as expressly permitted by these Terms, you must not, whether directly or indirectly, without our prior written consent:
17.1 copy or use, in whole or in part, any of our Intellectual Property;
17.2 reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
17.3 reverse assemble, reverse engineer, reverse compile or enhance the Platform;
17.4 attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Platform, the data or documentation;
17.5 breach any Intellectual Property Rights connected with the Platform, including altering or modifying any of our Intellectual Property;
17.6 cause any of our Intellectual Property to be framed or embedded in another website, unless by way of a feature of the Platform; or create derivative works from any of our Intellectual Property;
17.7 resell, assign, lease, hire, sub-license, transfer, distribute or make available the Platform to third parties;
17.8 “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network, unless licensed to do so; and
17.9 alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Platform.
17.10 This clause 17 will survive the termination or expiry of these Terms.
17.1 copy or use, in whole or in part, any of our Intellectual Property;
17.2 reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
17.3 reverse assemble, reverse engineer, reverse compile or enhance the Platform;
17.4 attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Platform, the data or documentation;
17.5 breach any Intellectual Property Rights connected with the Platform, including altering or modifying any of our Intellectual Property;
17.6 cause any of our Intellectual Property to be framed or embedded in another website, unless by way of a feature of the Platform; or create derivative works from any of our Intellectual Property;
17.7 resell, assign, lease, hire, sub-license, transfer, distribute or make available the Platform to third parties;
17.8 “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network, unless licensed to do so; and
17.9 alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Platform.
17.10 This clause 17 will survive the termination or expiry of these Terms.
18. Analytics
Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
18.1 does not contain identifying information; and
18.2 is not compiled using a sample size small enough to make the underlying User Content identifiable.
18.3 We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.
18.1 does not contain identifying information; and
18.2 is not compiled using a sample size small enough to make the underlying User Content identifiable.
18.3 We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.
19. Support Platform
During the Term, we will provide you technical support services via support requests made within the Platform and/or via email, or as otherwise agreed between the Parties, provided that where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you have done in relation to the fault).
20. Privacy and Communication
20.1 You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the User Content.
20.2 You must, and must ensure that your Personnel, comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms.
20.3 If the jurisdiction that your business operates from &/or in has other privacy &/or communications Laws or Regulations it is your responsibility to ensure the Apps you create using the Platform conform to all applicable Laws & Regulations.
20.4 We may contact you with functional notifications via the Platform using in-Account notifications or via-off platform communication channels, such as text messages or email.
20.5 We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Platform.
20.2 You must, and must ensure that your Personnel, comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms.
20.3 If the jurisdiction that your business operates from &/or in has other privacy &/or communications Laws or Regulations it is your responsibility to ensure the Apps you create using the Platform conform to all applicable Laws & Regulations.
20.4 We may contact you with functional notifications via the Platform using in-Account notifications or via-off platform communication channels, such as text messages or email.
20.5 We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Platform.
21. Warranties
You warrant and agree that:
21.1 you will not use our Platform in any way that competes with our business;
21.2 there are no legal restrictions preventing you from entering into these Terms;
21.3 you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to provision the Platform and as otherwise requested by us, from time to time, and in a timely manner;
21.4 all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Platform;
21.5 you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
21.6 you are responsible for obtaining, and providing to us in a timely manner, any consents, licences, authorities and permissions from third parties necessary for the Platform to be provided in accordance with these Terms, at your cost;
21.7 you will be responsible for the use of any part of the Platform, and you must ensure that no person uses any part of the Platform, or Apps to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Platform;
21.8 where you publish an App and/or are a Seller, you are responsible for complying with all Laws which apply to providing the App to End Users and/or any Template to Buyers;
21.9 where you publish an App and/or are a Seller, you are appropriately qualified, and have any required skills, knowledge or training, to provide the App to End Users and/or any Template to Buyers;
21.10 where you publish an App and/or are a Seller, you are solely responsible for determining which Apps and/or Templates to publish and/or sell, the type, timing, manner and means, methods or processes of providing your App and/or Template, and the price you charge for the App and/or Template. You are not our employee and are not entitled to any employment benefits. We do not supervise, direct or control any of the Apps or Templates which you offer. We do not set your fees, work hours, your schedule or your location. We do not provide you with training, equipment or tools or any materials to provide your App and/or Template. You are responsible for any taxes payable on any fee you receive for your App and/or Template;
21.1 you will not use our Platform in any way that competes with our business;
21.2 there are no legal restrictions preventing you from entering into these Terms;
21.3 you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to provision the Platform and as otherwise requested by us, from time to time, and in a timely manner;
21.4 all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Platform;
21.5 you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
21.6 you are responsible for obtaining, and providing to us in a timely manner, any consents, licences, authorities and permissions from third parties necessary for the Platform to be provided in accordance with these Terms, at your cost;
21.7 you will be responsible for the use of any part of the Platform, and you must ensure that no person uses any part of the Platform, or Apps to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Platform;
21.8 where you publish an App and/or are a Seller, you are responsible for complying with all Laws which apply to providing the App to End Users and/or any Template to Buyers;
21.9 where you publish an App and/or are a Seller, you are appropriately qualified, and have any required skills, knowledge or training, to provide the App to End Users and/or any Template to Buyers;
21.10 where you publish an App and/or are a Seller, you are solely responsible for determining which Apps and/or Templates to publish and/or sell, the type, timing, manner and means, methods or processes of providing your App and/or Template, and the price you charge for the App and/or Template. You are not our employee and are not entitled to any employment benefits. We do not supervise, direct or control any of the Apps or Templates which you offer. We do not set your fees, work hours, your schedule or your location. We do not provide you with training, equipment or tools or any materials to provide your App and/or Template. You are responsible for any taxes payable on any fee you receive for your App and/or Template;
21.11 you have reviewed these Terms and you will use the Platform in accordance with them;
21.12 you have the authority to act on behalf of any person or entity for whom you are using the Platform and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Platform; and
21.13 you have all the hardware, software and services which are necessary to access and use the Platform, including any required operating systems, as set out on the Site.
21.14 Certain legislation, including the Australian Consumer Law (ACL), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).
21.15 If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
21.16 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.
21.17 This clause 21 will survive termination or expiry of these Terms.
21.12 you have the authority to act on behalf of any person or entity for whom you are using the Platform and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Platform; and
21.13 you have all the hardware, software and services which are necessary to access and use the Platform, including any required operating systems, as set out on the Site.
21.14 Certain legislation, including the Australian Consumer Law (ACL), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).
21.15 If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
21.16 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.
21.17 This clause 21 will survive termination or expiry of these Terms.
22. Indemnities
Except to the extent that the Liability arose from our negligent acts or omissions of any of our Personnel, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of:
22.1 your publishing of an App;
22.2 an End User’s use of an App;
22.3 a Seller Listing;
22.4 a Buyer’s use of a Template;
22.5 your User Content; and
22.6 your or your Personnel’s negligent, unlawful or wilful acts or omissions in connection with this Agreement.
22.1 your publishing of an App;
22.2 an End User’s use of an App;
22.3 a Seller Listing;
22.4 a Buyer’s use of a Template;
22.5 your User Content; and
22.6 your or your Personnel’s negligent, unlawful or wilful acts or omissions in connection with this Agreement.
23. Limitations on Liability
Despite anything to the contrary and to the maximum extent permitted by law:
23.1 we will not be liable for any Consequential Loss;
23.2 a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel); and
23.3 our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Fees paid by you to us in respect of the supply of services to which the Liability relates.
23.4 This clause 23 will survive termination or expiry of these Terms.
23.1 we will not be liable for any Consequential Loss;
23.2 a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel); and
23.3 our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Fees paid by you to us in respect of the supply of services to which the Liability relates.
23.4 This clause 23 will survive termination or expiry of these Terms.
24. Exclusions to Liability
Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, caused or contributed to by, arising from or connected with:
24.1 loss of, or damage to, any property or any injury to or loss to any person;
24.2 the Computing Environment;
24.3 your publishing of an App;
24.4 an End User’s use of an App;
24.5 a Seller Listing;
24.6 a Buyer’s use of a Template;
24.7 any use or application of the Platform by a person or entity other than you, or other than as reasonably contemplated by these Terms;
24.8 any work, services, goods, materials or items which do not form part of the Platform (as expressed in these Terms), or which have not been provided by us;
24.9 any Third Party Inputs;
24.10 the Platform being unavailable, or any delay in us providing the Platform to you, for whatever reason; and/or
24.11 any event outside of our reasonable control.
24.12 You acknowledge and agree that:
24.1 loss of, or damage to, any property or any injury to or loss to any person;
24.2 the Computing Environment;
24.3 your publishing of an App;
24.4 an End User’s use of an App;
24.5 a Seller Listing;
24.6 a Buyer’s use of a Template;
24.7 any use or application of the Platform by a person or entity other than you, or other than as reasonably contemplated by these Terms;
24.8 any work, services, goods, materials or items which do not form part of the Platform (as expressed in these Terms), or which have not been provided by us;
24.9 any Third Party Inputs;
24.10 the Platform being unavailable, or any delay in us providing the Platform to you, for whatever reason; and/or
24.11 any event outside of our reasonable control.
24.12 You acknowledge and agree that:
24.12.1 you are responsible for your use of the Platform, including your Personnel;
24.12.2 you are responsible for all End Users’ use of an App and all sales of a Template to a Buyers;
24.12.3 you use the Platform and any associated programs and files at your own risk;
24.12.4 the technical processing and transmission of the Platform, including User Content, may be transferred unencrypted and involves transmissions over various networks; and potentially changes to conform and adapt to technical requirements of connecting networks or devices;
24.12.5 we may use third party service providers to integrate with the Platform or to host the Platform. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
24.12.6 the Platform may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
24.12.7 we do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
24.12.8 we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you or your Personnel; and
24.12.9 we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
24.12.10 This clause 24 will survive termination or expiry of these Terms.
24.12.2 you are responsible for all End Users’ use of an App and all sales of a Template to a Buyers;
24.12.3 you use the Platform and any associated programs and files at your own risk;
24.12.4 the technical processing and transmission of the Platform, including User Content, may be transferred unencrypted and involves transmissions over various networks; and potentially changes to conform and adapt to technical requirements of connecting networks or devices;
24.12.5 we may use third party service providers to integrate with the Platform or to host the Platform. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
24.12.6 the Platform may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
24.12.7 we do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
24.12.8 we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you or your Personnel; and
24.12.9 we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
24.12.10 This clause 24 will survive termination or expiry of these Terms.
25. Termination
You may cancel your Account and terminate these Terms at any time in the Your Account Settings section of our website (or similar) or by sending an email to us providing notice of your termination. Where you cancel your Account and terminate these Terms, any Plan will also be cancelled. Termination and cancellation in accordance with this clause 25 will take effect from the date of your next Payment Date.
25.1 These Terms will terminate immediately upon written notice by:
25.1 These Terms will terminate immediately upon written notice by:
a. us, if:
1. you (or any of your Personnel) breach any material term of these Terms;
2. you (or any of your Personnel) breach any provision of these Terms and that breach has not been remedied within 10 Business Days of being notified by us;
3. for any other reason outside our control which has the effect of compromising our ability to provide the Platform; or
4. you are unable to pay your debts as they fall due; and
2. you (or any of your Personnel) breach any provision of these Terms and that breach has not been remedied within 10 Business Days of being notified by us;
3. for any other reason outside our control which has the effect of compromising our ability to provide the Platform; or
4. you are unable to pay your debts as they fall due; and
b. you, if we:
1. are in breach of a material term of these Terms, and that breach has not been remedied within 10 Business Days of being notified by you; or
2. are unable to pay our debts as they fall due.
2. are unable to pay our debts as they fall due.
25.2 Upon expiry or termination of these Terms:
25.2.1 we will immediately cease providing the Platform, including ceasing to host your Apps or offer your Templates for sale via our Marketplace;
25.2.2 we will be entitled to immediately and permanently delete all User Content, Apps and Templates from our Platform from the date of expiry or termination of these Terms;
25.2.3 unless expressly set out in these Terms, you agree that any payments made are not refundable;
25.2.4 you are to pay for all Fees which are due but have not been paid at the date of termination, and all other amounts due and payable under these Terms;
25.2.5 immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our Intellectual Property).
25.2.2 we will be entitled to immediately and permanently delete all User Content, Apps and Templates from our Platform from the date of expiry or termination of these Terms;
25.2.3 unless expressly set out in these Terms, you agree that any payments made are not refundable;
25.2.4 you are to pay for all Fees which are due but have not been paid at the date of termination, and all other amounts due and payable under these Terms;
25.2.5 immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our Intellectual Property).
25.3 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
25.4 This clause 25 will survive the termination or expiry of these Terms.
25.4 This clause 25 will survive the termination or expiry of these Terms.
26. GST
Unless expressly stated otherwise, all prices or other sums payable or any other consideration provided or to be provided under or in connection with these Terms do not include GST.
26.1 Unless expressly stated otherwise, we may recover from you, and you must pay, the amount of any GST payable under the GST law on or for any taxable supply made by us to or for your benefit under or in connection with these Terms, subject to you receiving a valid tax invoice in respect of that taxable supply, at the same time at which you receive the invoice to which that taxable supply relates.
26.1 Unless expressly stated otherwise, we may recover from you, and you must pay, the amount of any GST payable under the GST law on or for any taxable supply made by us to or for your benefit under or in connection with these Terms, subject to you receiving a valid tax invoice in respect of that taxable supply, at the same time at which you receive the invoice to which that taxable supply relates.
27. General
27.1 Access: The Platform may be accessed in Australia and overseas. We make no representation that the Platform complies with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access the Platform from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Platform.
27.2 Assignment: A Party must not assign or deal with the whole or any of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
27.3 Dispute: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Institute of Victoria to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
27.4 Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
27.5 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
27.6 Governing law: These Terms are governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
27.7 Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
27.8 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
27.9 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
27.2 Assignment: A Party must not assign or deal with the whole or any of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
27.3 Dispute: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Institute of Victoria to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
27.4 Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
27.5 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
27.6 Governing law: These Terms are governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
27.7 Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
27.8 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
27.9 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
28. Definitions
In these Terms, unless the context otherwise requires:
Account means an account accessible to you to use the Platform, including, the Platform;
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time;
Additional Services means any additional services, such as domain name set up or translation services, which we may make available to you via our Platform and/or Site, and which may be delivered by a third party and subject to a Cost.
Annual Payment Date takes the meaning given to it in clause 11;
Apps means a web application, mobile application, template, form or similar which you develop through the use of our Platform;
Business Day means a day on which banks are open for general bank business in Victoria Australia, excluding Saturdays, Sundays and public holidays;
Buyer means a party wishing to purchase Templates on the Marketplace;
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;
Consequential Loss includes any consequential loss, indirect loss, real, special or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
Cost means the fee for an Additional Service, as set out on the Platform and/or Site;
Effective Date means the date these Terms are accepted by you in accordance with the Acceptance clause;
End User means any end user of an App;
Fee or Fees means those fees due and payable by you for the Platform, as set out in your Plan;
Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel, or your End Users whether made verbally, in writing, directly or indirectly, in connection with the Platform;
Intellectual Property means any copyright, registered and unregistered trademarks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property;
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Platform, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth);
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise;
Licence takes the meaning given to it in clause 6;
Listing Price means the price to be paid by the Buyer to the Seller for the relevant Template, as set out in the Seller Listing;
Marketplace means the marketplace we provide, through which you may choose to create Seller Listings;
Monthly Payment Date takes the meaning given to it in clause 11;
Party means a party to these Terms, us or you;
Payment Date means the Monthly Payment Date or the Annual Payment Date as the case may be;
Payment Method means the payment method you have chosen in your Account which may be credit card, Stripe/PayPal or another payment method set out on the Platform and/or Site. You may be subject to additional terms and conditions of any third party payment processor which you choose to process payments;
Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you;
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents;
Plan means the plan you choose, including the Fees, billing cycle, features, as set out on the Site and post purchase, as set out within your Account;
Platform means the Software which provides the ability to create and host applications (platform as a service), the Marketplace, any Additional Services purchased by you, and any technical support services as further particularised on the Site and/or in your Plan (as upgraded or downgraded through the Term);
Seller means a party wishing to sell Templates on the Marketplace;
Seller Listing means a posting to the Marketplace including a complete and accurate description of the Template for sale and the price for the Template, including any GST payable;
Seller Listing means a posting to the Marketplace including a complete and accurate description of the Template for sale and the price for the Template, including any GST payable;
Service Fee means part of the Listing Fee which is retained by us as consideration for us providing the Marketplace, in the amount which is set out on the Platform and/or Site;
Site means our website on which the Platform is accessible, at appeggio.com;
Software means the software used to provide any part of the Platform, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after the Effective Date;
System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;
Template means a template which may be sold by a Seller or bought by a Buyer, via our Marketplace, for use when developing an App;
Term means the period from the Effective Date until the date these Terms are terminated in accordance with these Terms;
Terms means these terms and conditions including all documents or policies referred to in these terms;
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers, software providers or other subcontractors which the provision of the Platform may be contingent on, or impacted by; and
User Content means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel into the Platform, App or Template or stored by the Platform, App or Template or generated by the Platform, App or Template as a result of your, your Personnel’s or End User’s use of the Platform or App.
For any questions and notices, please contact us at:
Appeggio.com Trading ACN 638 342 748
Email: support@appeggio.com
Appeggio.com Trading ACN 638 342 748
Email: support@appeggio.com