These User Terms of Service (the “User Terms”) govern your access and use of our online Quitch platform (the “Services”). Please read them carefully. Even though you are signing onto an existing Organisation, these User Terms apply to you as a user of the Services. We are grateful you’re here.
First things First
These User Terms are Legally Binding
These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “We”, “our” and “us” currently refers to the applicable Scapegrace entity in the Contract (defined below).
Customer’s Choices and Instructions
You are an Authorised User on an Organisation Controlled by a “Customer”
An organisation or other third party that we refer to in these User Terms as “Customer” has invited you to use Quitch (i.e., a unique domain where a group of users may access the Services). If you are joining an Organisation created by one of your employers, institutions or friend they are our Customer and have authorised you to join their Organisation.
What This Means for You—and for Us
Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure an Organisation so that you and others could join (each invitee granted access to the Services, including you, is an “Authorised User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorised Users to join its workspace(s). When an Authorised User (including, you) submits content or information to the Services, such as question answers (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or de-provision access to the Services, enable or disable third party integrations, manage permissions, retention and export, transfer or assign Organisations, share and manage course content, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
The Relationship Between You, Customer and Us
As between us and Customer, you agree that it is solely Customer’s responsibility to (a) inform you and any authorised users of any relevant Customer policies and practices and any settings that may impact the processing of customer data; (b) obtain any rights, permissions or consents from you and any authorised users that are necessary for the lawful use of Customer Data by customer and the operation of the services; (c) ensure that the transfer and processing of Customer Data by Customer under the contract is lawful; and (d) respond to and resolve any dispute with you and any authorised user relating to or based on Customer Data, the services or Customer’s failure to fulfil these obligations. Scapegrace makes no representations or warranties of any kind, whether express or implied, to you relating to the services, which are provided to you on an “as is” and “as available” basis.
A Few Ground Rules
You Must be Over the Legal Age or Have Parental Consent
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age or have parental consent to use the Services and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
While You Are Here, You Must Follow the Rules
To help ensure a safe and productive experience, all Authorised Users must comply with our Acceptable Use Policy and remain vigilant in reporting inappropriate behaviour or content to Customer and us.
You Are Here At the Pleasure of Customer (and Us)
These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.
Limitation of Liability
If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties. In no event will you or we have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. Unless you are also a Customer (and without limitation to our rights and remedies under the contract), you will have no financial liability to us for a breach of these user terms. Our maximum aggregate liability to you for any breach of the user terms is one hundred dollars ($100) in the aggregate. The foregoing disclaimers will not apply to the extent prohibited by applicable law and do not limit either party’s right to seek and obtain equitable relief.
Application of Consumer Law
Scapegrace is an educational tool intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.
The sections titled “The Relationship Between You, Customer, and Us,” “Limitation of Liability,” and “Survival,” and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.
Email and Notifications
Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorised Users through the Services (e.g., a Quitch notification). Notices to Scapegrace should be sent to firstname.lastname@example.org, except for legal notices, which must be sent to email@example.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.
No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.
Governing Law; Venue; Fees
The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement.
Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Please also feel free to contact us if you have any questions about Scapegrace’s User Terms of Service. You may contact us at firstname.lastname@example.org or at our mailing address below:
Scapegrace Pty Ltd
PO Box 2279
Hawthorn Post Office
Victoria, 3122, Australia
Last revised on 13th June, 2019