Last updated: January 2025
Welcome to Hoogly!
Hoogly is owned and operated by Hoogly Pty Ltd ABN 93 650 454 041 (‘the provider’, ‘we’, ‘our’ or ‘us’) and we provide a new way to build trust and belonging in distributed teams, as described on our Website (Solution).
The Saas Terms and Conditions and EULA (Terms) govern your access to the Solution and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms https://www.hoogly.com/ (Website).
By clicking the tick box below or clicking the "I accept these Terms" button on our Website, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription, or the company you represent and are acquiring the Subscription on behalf of (‘the Client’, you' or 'your') and us.
Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier). Please note that your Subscription to the Solution will continue to renew indefinitely, and you will continue to incur Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 14. Please ensure you contact us if you want to cancel your Subscription.
We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms. Please read these Terms carefully before agreeing to use the Solution.
If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (RepresentedEntity), then "the Client", "you" or "your" means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting these Terms and using our Solution on behalf of a Represented Entity, you represent and warrant that you have the legal capacity and authority to do so.
This agreement commences on the date the Client agrees to be bound by these Terms (as set out at the beginning of these Terms) and will continue for the Initial Term, and any Renewal Term applicable per clause 1(c), unless terminated earlier in accordance with clause 14 (Term).
The duration of the Term is listed in the Client's Subscription to the Solution, as agreed on the Website.
Subject to clause 1(d), upon expiration of the Initial Term, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Initial Term (Renewal Term).
This agreement will not automatically renew on expiry of the Initial Term or a Renewal Term (Renewal Date) if either party provides written notice that this agreement will not renew at least 4 weeks prior to the Renewal Date.
At least 4 weeks prior to the expiry of the Initial Term or a Renewal Term, the Provider will provide the Client with advanced written notice of the agreement renewing and any applicable changes to the Fees or the terms of this agreement (Renewal Notice).
The Provider will provide the Client, to the extent described on the Website, the Software, Services and Support (Solution), which will include the benefits and limitations as set out on the Website, or as otherwise communicated to the Client when subscribing to the Subscription (and as amended from time to time by notice to the Client).
The Provider will provide the Solution in accordance with all applicable laws and industry standards.
(Accounts) To use the Solution, the Client may be required to sign-up, register and receive an account through the Website (an Account).
(Provide Information) As part of the Account registration process and as part of the Client's continued use of the Website, the Client may be required to provide information and details, such as the Client's email address, business entity name, preferred username, industry description, a secure password, billing, photos, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by the Provider from time to time.
(Warranty) The Client warrants that any information the Client gives to the Provider in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
(Acceptance) Once the Client completes the Account registration process, the Provider may, in its absolute discretion, choose to accept the Client as a registered user within the Website and provide the Client with an Account.
(Enhancements and Customisations) The Provider may from time to time in its absolute discretion install enhancements to the Solution, where enhancements mean any upgraded, improved, modified or new versions of the Solution (including any customisations made at the Client's request).
(Additional users under the licence) If additional users are required to the Number of Licensed Users, the Client must use their Account to request these changes. The Provider will invoice the Client the Additional Licensed User Fee for each additional for the then current month/year and the remaining months of that term.
During the Term, the Provider grants to the Client a non-exclusive, non-transferable licence to use the Solution and Documentation and to provide access to the Software for the Number of Licensed Users.
The Provider will store Client Data using a third-party hosting service selected by the Provider (Hosting Service), subject to the following terms:
Where the Subscription includes Support, the Provider will provide the Support to the Client during the Term in accordance with the Service Level Agreement.
The Client acknowledges and agrees:
The Provider may subcontract any aspect of providing the Solution and the Client hereby consents to such subcontracting.
The Client:
The Client must, and must ensure that all Users:
The Client acknowledges and agrees that the Provider will have no liability for any act of a User or for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify the Provider for any such damage, loss or expense.
The Client must not, and must not encourage or permit any User or any third party to, without the Provider's prior written approval:
By providing or posting Client Data, the Client represents and warrants that, and must ensure that all Users make equivalent representations and warranties:
This clause 3.4 is applicable to the extent where Users have consented to share data with the Client, which subsequently becomes 'Client Data' and 'Posted Materials' (as defined in the EULA).
The Client acknowledges and agrees that third party terms and conditions (Third Party Terms) may apply to use of the Solution.
The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution and the Provider will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
The Provider will endeavour to notify the Client of Third Party Terms that apply to the Solution, in which case:
The Client acknowledges and agrees that if it does not agree to any Third Party Terms, this may affect the Provider's ability to meet any agreed schedules for delivering the Solution.
The Client acknowledges and agrees that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. The Provider will make all reasonable efforts to ensure that integration processes between the Software and other software programs or IT systems will be free from errors, defects or delay.
The Client agrees that the Provider will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if the Client integrates it with third party software, or changes or augments the Software, including by making additions or changes to the Software code or by incorporating APIs into the Software.
If the Client adds third party software or software code to the Software, integrates the Software with third party software, or make any other changes to the Software, including the Software code (Client Solution Changes), then:
The Client acknowledges and agrees that the Solution may incorporate Artificial Intelligence (AI) functionalities. Due to the dynamic and evolving nature of AI systems, the Provider cannot guarantee absolute accuracy, performance, or outcomes of the AI features.
The Client understands that AI-driven functionalities within the Solution are reliant on data accuracy, relevance, and quality. The Provider shall make reasonable efforts to ensure data integrity but shall not be held liable for inaccuracies, omissions, or errors in the data or the resulting AI-driven analyses or decisions.
The Client agrees that the Provider will not be liable for any unforeseen outcomes, decisions, or actions resulting from the use of AI within the Solution. The Client acknowledges that the Provider's responsibility is limited to the reasonable operation of the AI functionalities within the defined scope of the Solution.
The Provider reserves the right to modify, enhance, or update the AI functionalities within the Solution. Reasonable efforts will be made to notify the Client of significant changes that may impact the operation or results obtained through the AI features.
The Client acknowledges that the use of AI within the Solution does not eliminate the need for human validation or oversight, especially in critical decision-making processes. The Client agrees not to rely solely on AI-driven results without human review or supervision.
The Provider shall maintain confidentiality and protect the integrity of data processed or utilised by the AI functionalities within the Solution, in accordance with the terms outlined in this agreement.
The Provider shall not be held liable for any issues arising from the use or integration of third-party AI components, and the Client indemnifies the Provider against any associated losses or damages.
By using the Services, without limitation of clause 5.1, you acknowledge and agree that third party terms & conditions may apply for the use of app store providers such as Apple and Google (App Store Terms)
You agree to any App Store Terms applicable to our Services, and we will not be liable for any loss or damage suffered by you in connection with such App Store Terms.
You acknowledge that the Services are dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, the Services can no longer function as they did prior to the update, we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer as a result.
You agree that we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer from breaching any App Store Terms or conditions of another third party provider of similar services.
The Provider may from time to time offer a free trial period of the Solution (Free Trial Period). No payments will be due during any Free Trial Period and the Client's first payment will be due immediately after the expiry of the Free Trial Period.
The Client must pay to the Provider fees in the amounts and at the times set out on the Website, or as otherwise set out in this agreement or agreed to in writing (Fees).
All Fees are paid in advance and non-refundable for change of mind.
Unless otherwise agreed in writing, the Fees are due and payable on a recurring basis for the duration of the Client's Subscription, with the first payment being due on the first day of the Term (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Term thereafter.
Subject to clauses 5.4 and 5.5:
If the Client fails to cancel the Subscription prior to a Renewal Period and the Client is charged recurring charges, the Client has up to 5 Business Days from the date of that renewal to cancel the Subscription by contacting the Provider through the Website (Grace Period). If the Client cancels the Subscription within the Grace Period, please contact the Provider via the Website to request a refund for any recurring fees charged to the Client during the Grace Period.
We may, from time to time, change our Fees and provide the Client with 30 Business Days' notice prior to the changes. During this time, the Client has the opportunity to cancel the Subscription with the Provider. If the Client does not cancel the Subscription before the new Fees take effect, the Grace Period in clause 5.4 will apply.
Unless otherwise agreed, the Provider may, in its absolute discretion:
Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by the Provider, the Client must pay the GST subject to the Provider providing a tax invoice.
The Provider reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
We may use third-party payment providers (Payment Providers) to collect Fees. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider, which can be found https://stripe.com/au/legal/consumer, and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
The Client grants to the Provider (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Data to the extent reasonably required to provide the Solution.
The Client:
Unless otherwise expressly agreed in writing, the Client will not under this agreement acquire Intellectual Property Rights in any the Provider IP or Developed IP.
Any Developed IP will be solely and exclusively owned by the Provider and vest in the Provider immediately upon creation.
The Provider grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use the Provider IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Solution.
For the purposes of this clause 6:
Unless otherwise agreed in writing, the Provider retains the right to publicly disclose that it has provided the Solution to the Client and use the Client's name, logos and other branding (acting reasonably) in the Provider's portfolios and websites, and in other media for the purposes of recognition or professional advancement.
Information disclosed by a party to its subcontractors, employees or agents for the purposes of fulfilling its obligations under this agreement (Additional Disclosees).
Except as contemplated by this agreement, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
This clause does not apply to:
For the duration of the Term and 1 year thereafter, the Client must not employ or engage (or be knowingly involved in another employing or engaging) any officers or employees of the Provider with which the Client had contact during the course of this agreement.
If either party becomes aware of a suspected or actual breach of this clause 8 by that party or an Additional Disclosee, that party will promptly notify the other party upon discovery and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach.
The Client agrees to the Provider collecting, using and disclosing personal information in accordance with its Privacy Policy, located https://www.hoogly.com/privacy-policy, which is incorporated into this agreement by reference and will be provided to Users for their review and consent before using the Solution. If the Client fails to seek express consent from the User(s) to the Provider's Privacy Policy, it will be deemed as a material breach of this agreement.
The Provider will:
The Provider will notify the Client as soon as reasonably practicable after the Provider learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (collectively, Security Breaches).
The Provider will promptly investigate each potential, actual or suspected Security Breach and assist the Client and its Personnel in connection with any investigation that the Client may desire to conduct with respect to the Security Breach.
The Provider will take all steps requested by the Client to limit, stop or otherwise remedy any potential, actual or suspected Security Breach.
While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
The Provider will correct any errors, bugs or defects in the Solution which arise during the Term, and which are notified to the Provider by the Client unless the errors, bugs or defects:
The Client agrees to provide the Provider and its Personnel reasonable access to its premises, Personnel and IT systems to assist the Provider in correcting any defects in the Solution.
To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.
Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
To the maximum extent permitted by law and subject to clause 13.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Solution is limited to the total Fees paid by the Client to the Provider in the 6 months preceding the date of the event giving rise to the relevant liability.
Clause 12.1 does not apply to the Client's liability in respect of loss or damage sustained by us arising from the Client's breach of:
To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or third-party reputational damage arising from the Client's use of the goods or services, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:
The Client may notify the Provider that it would like to upgrade or downgrade its Subscription Tier at any time, and the Client must do so if the Number of Licensed Users changes such that the Client's use of the Solution falls into a new Subscription Tier.
If the Client provides a notice under clause 14(a), or the Provider otherwise becomes aware that the Client's use of the Solution has changed such that it falls into a new Subscription Tier, the Provider will:
For the avoidance of doubt, if the Client chooses to downgrade its Subscription Tier, the new Fees will kick in at the start of the next billing cycle, unless the Provider notifies the Client otherwise. The Provider generally does not pro-rate downgrades in between billing cycles, however the Provider reserves the right to do so from time to time.
These Terms will be taken to be amended in accordance with any changes agreed in accordance with this clause 14.
Either party may end this agreement for no reason, by providing notice to the other party.
This agreement will end 10 Business Days after the day the notice is sent (the End Date).
On the End Date, the Provider will provide an invoice to the Client for:
(together, the Outstanding Amounts)
The Client will pay the Outstanding Amounts to the Provider within a further 10 Business Days after the End Date, unless otherwise agreed in a written payment plan between the parties.
Any pre-estimated losses in clause 14.1 will not limit or otherwise effect the Provider's rights under this agreement, at law or otherwise in equity; the Provider's losses resulting from the Client's breach are likely to far exceed its losses resulting from termination for the Client's convenience.
If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.
The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.
The other party will have 10 Business Days (or longer, as per the Notifying Party's discretion) to rectify the Breach (the Rectification Period).
After the Rectification Period, the Notifying Party will:
Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed.
Any disputes regarding termination under this clause must be dealt with in accordance with clause 16. The indemnities, warranties and liability caps in clause 12 will apply to any disputes and resulting claims.
Where the Notifying Party is the Provider and the Provider provides a Termination for Breach Notice, the Provider will provide along with such notice, an invoice for any Outstanding Amounts. The Client will pay the Outstanding Amounts to the Provider within 10 Business Days after the Termination for Breach Notice is provided, unless the parties otherwise agree in writing to a payment plan.
If this agreement ends, in addition to the specific consequences set out in clause 14.1 or 14.2 (as applicable), the parties will:
Upon termination or expiry of this agreement, the Provider may delete data and material associated with the Client, including Client Data, 3 months after the end of the Term.
The Provider will not be able to recover any such data or content more than 14 days after the end of the Term, so it is recommended that the Client backs up anything important to it.
The Provider will not be responsible to the Client, or any user, for, and The Provider expressly disclaims any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of this agreement and any loss of data.
This clause shall apply to the extent of any applicable laws or regulations that require the Provider to retain the Client Data.
If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC's Guidelines for Commercial Mediation (as current at the time of the dispute).
The parties will follow the mediator's recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
If mediation does not resolve the issue, the parties must:
The parties will follow the binding outcome of arbitration (or other agreed mechanism).
Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
The process in this clause does not apply where a party requires an urgent injunction.
Any notices required to be sent under this agreement must be sent via email using the Provider's email address or contact form as set out on the Website, and the Client's email address provided on set up of the Account.
If under clause 16(b), no email address is stated, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
A 'Force Majeure Event' means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:
If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
Subject to compliance with clause 18(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.
The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
This agreement may only be amended in accordance with a written agreement between the parties.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
The Provider will use its best endeavours to provide the Support in accordance with the Service Levels in Table 1 (Service Levels).
Table 1: Service Levels
The Client acknowledges and agrees that:
Service Levels do not apply to any performance or availability issues arising from:
Unless otherwise set out in this Schedule 2, the Support Services will be available from 9am – 5pm on Business Days (Business Hours) in NSW, Australia.
All Response Times and Resolutions Targets do not include any time that falls outside a Business Hours.
Support Services can be accessed via the following methods:
This End User Licence Agreement ("EULA") applies to any End Users of Hoogly. You agree to, and will be deemed to have accepted, this EULA when you access Hoogly.
By accessing Hoogly, you subsequently consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this EULA.
If you do not accept this EULA, you must not access or use Hoogly.
This EULA commences on the date Hoogly is provided to you and will end when written notice is provided to you.
You will be provided a copy of the Provider's Privacy Policy available at https://www.hoogly.com/privacy-policy which will require your consent before you use Hoogly. This Privacy Policy sets out how the Provider uses, stores, collects, handles and shares your personal and sensitive information.
Please be mindful of your use of Hoogly in accordance with any of the Licensee's employment policies, terms and conditions, particularly around employee conduct and acceptable use of social media and/or technology. Hoogly will not be liable for any loss or damage because of End Users breaching any conditions of their employment through inappropriate use of our software.
You are granted a revocable, worldwide, royalty-free licence to use Hoogly for the Purpose.
You must only use the Licenced Materials:
Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:
The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:
By using Hoogly, you acknowledge and agree that third party terms & conditions may apply for the use of app store providers such as Apple and Google (App Store Terms).
You agree to any App Store Terms applicable to Hoogly, and we will not be liable for any loss or damage suffered by you in connection with such App Store Terms.
You acknowledge that Hoogly is dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, Hoogly can no longer function as they did prior to the update, we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer as a result.
You acknowledge and agree that Hoogly may incorporate Artificial Intelligence (AI) functionalities. Due to the dynamic and evolving nature of AI systems, the Provider cannot guarantee absolute accuracy, performance, or outcomes of the AI features.
You understand that AI-driven functionalities within Hoogly are reliant on data accuracy, relevance, and quality. The Provider shall make reasonable efforts to ensure data integrity but shall not be held liable for inaccuracies, omissions, or errors in the data or the resulting AI-driven analyses or decisions.
You agree that the Provider will not be liable for any unforeseen outcomes, decisions, or actions resulting from the use of AI within Hoogly. You acknowledge that the Provider's responsibility is limited to the reasonable operation of the AI functionalities within the defined scope of Hoogly.
The Provider reserves the right to modify, enhance, or update the AI functionalities within Hoogly. Reasonable efforts will be made to notify you of significant changes that may impact the operation or results obtained through the AI features.
You agree not to rely solely on AI-driven results without human review or supervision.
You agree to use any AI functionality of Hoogly in accordance with this EULA.
In order to use Hoogly, you will be required to sign up for an account (Hoogly Account).
When you register for a Hoogly Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.
You agree that you're solely responsible for:
You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.
We won't be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Hoogly Account information or your password.
As part of using Hoogly, you may be uploading images, voice, video content, information and materials you share with us, in your private network on Hoogly, or the public (including feedback, suggestions and enhancement requests), including by using the features of the app, sharing content via the app on social media or by contacting us, or when you register a Hoogly Account (Posted Materials).
You're able to choose how you want to share your Posted Materials in your Hoogly network(s), and any personal or sensitive information will be handled in accordance with our Privacy Policy.
By providing or posting any Posted Materials, you represent and warrant that:
By uploading any Posted Materials, you grant to the Provider (and its agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for the Provider to use, exploit or otherwise enjoy the benefit of such Posted Material. However, this licence will not be granted in the circumstance where any Posted Material is intended for yourself, a private network on Hoogly, or where you expressly do not consent to your Posted Materials being shared and the Intellectual Property Rights will remain vested in the you (the End User).
We don't have any obligations to screen Posted Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information, or under instruction from the Licensee on reasonable grounds.
When you express your thoughts and feelings on Hoogly, you can generate a Mood Card (Mood Cards) It is totally your choice on how much you share and who you want to share your Mood Cards with on Hoogly. You are not obligated to share at all. You may elect to share this information with the following parties:
Where you've shared your Mood Cards, these will be deemed as Posted Material.
The information we collect may have analytical, educational, or commercial value to us, or third parties for research purposes (e.g. our university research partners). From time to time, we may engage with research partners such as universities, colleges or other institutions for the purpose of research and insights gained from End User information. You consent to Hoogly's right to share the information contained from any of your Posted Material to contribute to any such research, but only on the condition that the Provider does so on a deidentified, and anonymised basis.
Unless we indicate otherwise, all materials used in Hoogly (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us. You can only access and use these materials for the sole purpose of enabling you to Hoogly, except to the extent permitted by law or where you have received prior written approval from us.
Hoogly may contain text, images, videos, data and other content provided by a third party (Third Party Content). We're not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content.
Hoogly may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.
The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with the use of Hoogly.
You must take your own precautions to ensure that the process which you employ for accessing Hoogly does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
To the maximum extent permitted by applicable law, we limit all liability to any user for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to Hoogly to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of Hoogly or breach of this EULA (or both, as the case may be).
You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of Hoogly and indemnify the Provider for any such damage, loss or expense.
All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel's) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with Hoogly, this EULA or their subject matter.
This agreement will be automatically terminated, and your licence to Hoogly will be immediately revoked, if the Head Agreement expires or is terminated.
The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:
In the event of expiry or termination of this EULA, you must:
Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.
You are solely responsible for removing any information you store in Hoogly prior to termination of this agreement. The Provider will not be liable to you for any loss of your or any other user's data or information upon termination of this agreement.
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.
You can't assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider's prior consent.
This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.