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UDIO Systems Pty Ltd – Terms and Conditions of Use

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udiosystems.com is pleased to provide you with access to its website and related services owned or operated by UDIO Systems Pty Ltd (ACN 166 661 945) and its related bodies corporate (the website and company are referred to as UDIO in these terms and conditions) on these terms and conditions.

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By accessing or using UDIO you agree to be bound by these terms and conditions of use (and the other terms and conditions and policies referred to in these terms and conditions and any other notices on UDIO) as amended from time to time.

1. About UDIO

UDIO publishes or makes available on UDIO information, advertisements, product and service offers, Software and links and other content supplied by UDIO and third parties (Material). UDIO does not warrant, represent, authorise or endorse the reliability, accuracy or completeness of any such Material published on UDIO or on any website that links from UDIO, (including third party display advertisements).

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UDIO does not provide any warranty in relation to any services advertised on UDIO by third parties including, but not limited to, any representation or warranty that the services are fit for the purpose intended or safe for the purpose intended.

2. Personal Use Only

Use of UDIO is for your personal use only. Except for the Material held in your computer’s cache or a single permanent copy of the Material for your personal use you must not without the prior written approval of UDIO:

modify, copy, distribute, transmit, display, perform, reproduce, publish or license any Material;
use or attempt to use any Material published on UDIO to create any website or publication or searchable database;
mirror or frame any website or page within UDIO;
use any automated process of any sort to query, access, retrieve, scrape, data- mine or copy any Material on UDIO or generate or compile any document, index or database based on the Material published on UDIO;
transfer or sell any information, functionality or products or services offered on UDIO; or
undertake any other action which is in violation of these terms and conditions (or other terms and conditions and policies referred to in these terms and conditions) or any applicable law.

If UDIO considers, in its absolute discretion, that you or any party related to you (including any agent, representative, contractor or associate) has acted contrary to these terms and conditions or in a manner contrary to UDIO’s interests, then UDIO may immediately terminate your right to access and use UDIO at any time and reserves its rights to take any action it deems necessary or desirable to prevent such repeated action and / or further access to UDIO.

3. You are Responsible for the use of UDIO

Whilst UDIO takes care to ensure that the Material on UDIO is correct, current and free from errors, UDIO does not warrant the accuracy or completeness of or the representations made in the Material on UDIO or any website that links from UDIO or any information received as a result of using UDIO. You are responsible for assessing the accuracy of the Material and rely on it at your own risk.

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The services and Material made available on UDIO may not be appropriate, correct or sufficient for your circumstances; should not be relied on as the only reason you do or do not do anything; and may not be continually accessible or free from errors or viruses.

Services are not guaranteed to be continuous, error or fault free.

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You are solely responsible for the use, content and security of any data or information which is sent or received using a service, whether by you or a third party. You indemnify UDIO against any claim made against UDIO in relation to your use of a service. Use includes the obtaining of consent to message recipients to communicate with them, including compliance with all applicable laws.

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The features and functionality of services may be varied from time to time. The features and functionality of services provided by third parties are subject to what is provided to UDIO by the relevant third party from time to time.

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You agree to indemnify UDIO against any liability, loss, claim or demand if UDIO (or any of its officers, representatives, employees or agents) suffers any loss or damage or incur any cost in connection with a breach by you (or any of its officers, representatives, employees or agents) of these terms and conditions.

You must keep your username and password to access UDIO secure and confidential and not provide those details to any third party under any circumstance. You represent and warrant to UDIO that you accept all liability for any unauthorised use of any username and password issued to you.

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You are responsible for ensuring that all information that you enter into UDIO is correct and that you are charging the correct fees to your customers. UDIO cannot be held responsible for incorrect and or incomplete information entered into UDIO by you. See clause 6 in relation to UDIO’s liability to you under these terms and conditions

4. Services Provided By UDIO, Payment and Amendments

If UDIO offers services to you, those services may be subject to additional terms and conditions. To the extent of any inconsistency between these terms and conditions and the additional terms and conditions, the additional terms will prevail to the extent of the inconsistency.

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UDIO requires a valid payment method on signing up and your first invoice becomes due when you sign up. The amount on your first invoice will reflect the selected features, and you will be charged for one facility.

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All subsequent invoices will include charges per number of active (not removed) facilities in your UDIO account.

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An ‘Active Customer’ shall mean any customer who meets either of the following criteria:

Has an Active Booking: The customer currently has a booking or active voucher that is not cancelled or expired, or
Recent Active Customer: The customer had a booking or voucher that was active within the preceding three months from the date of calculation

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Customers will be notified when their active user count exceeds their plan threshold and will automatically move to the corresponding plan aligned to their active user count. Any upgrade or downgrade in plan level will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades or upgrade’s part way through a billing cycle.

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Downgrading your service may cause the loss of features or capacity of your account. UDIO does not accept any liability for such loss.

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The Udio Pay charge is an external payment fee levied on every customer transaction processed through our payment processing provider. The external payment fee for payments issued through means other than Udio Pay will be separately invoiced monthly in arrears.

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All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

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If you are not satisfied with your service you can request a refund by writing to hello@udiosystems.com This refund may be provided only during first billing period and UDIO reserves the right to assess requests for refunds on case-by-case basis.

5. Services Provided By Third Parties

If services are offered on or through UDIO by third parties (sellers):

UDIO does not act as any persons agent or broker; arrange any contract between you and any person or; provide any warranty in relation to any person’s services;
UDIO will not be responsible for the terms of any transaction between you and any person; any services purchased by you from any person or; resolving any dispute between you and any person. Any such third party exclusively owns all right, title and interest in its services, its information, service usage data and any feedback or suggestions provided regarding its services.

6. Disclaimer & UDIO Liability to You is Limited

Other than as set out in this clause, and to the full extent permitted by law, all rights, remedies, conditions, guarantees and implied and express warranties in respect of any services provided by UDIO are HEREBY EXCLUDED.

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UDIO does not warrant or represent that all information on UDIO websites is current, up to date or in compliance with all applicable laws, regulations and other statutory provisions (legislation). Any reference to any legislation or any provision of any legislation includes any modification or re-enactment of the legislation or any legislative provision substituted for, and all legislation and statutory instruments and regulations issued under, the legislation.

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To the full extent permitted by the law, UDIO will only be liable to you:

Pursuant to any guarantee, right or contractual term that arises, is created or is implied by operation of law and that cannot be excluded PROVIDED THAT, to the full extent permitted by law, any such liability of UDIO is limited, at UDIO’s option, to (A) supplying the relevant services again or (B) paying the cost of such replacement supply;
Except to the extent that liability cannot be excluded, UDIO will not be liable to you:
For claims arising out of or in connection with your access and use of UDIO and related services whether arising in contract, tort (including negligence), indemnity, strict liability, breach of warranty or statute;
To the full extent permitted by law, UDIO will not be liable to you for loss of use, production, profit, revenue, business, data, contractor anticipated savings or for delay or for any financing costs or increase in operating costs or any economic loss for any indirect or consequential loss or damage.
For these purposes, the term UDIO will mean UDIO, its officers, employees, contractors and agents, whether individually or collectively.

These terms and conditions will survive the expiration or termination of this agreement.

7. Cancellation, Termination and Suspension

You are solely responsible for properly cancelling your account. An email or phone request to cancel your account will not be a valid cancellation. You can only cancel your account at any time by clicking on the account link in the global navigation bar at the top of the screen. The account screen provides a simple no-questions-asked cancellation link.

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All of your content will be immediately inaccessible from the service upon cancellation. Within 30 days, all this content will be permanently deleted from all backups and logs. This information cannot be recovered once it has been permanently deleted.

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If you cancel the service before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating or refund of unused time in the last billing cycle.

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UDIO, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the service for any reason at any time. Such termination of the service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. UDIO reserves the right to refuse service to anyone for any reason at any time.

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UDIO may suspend, limit or cancel SMS if UDIO’s own supplier suspends, limits or cancels, or gives UDIO notice of its intention to do so, the services necessary for UDIO to supply services to you.

8. Copyright, Trademarks and Licence

All content and material on UDIO is the property of and © UDIO Systems Pty Ltd or its suppliers and is protected by Australian and international copyright, intellectual property laws and proprietary rights. All rights not expressly granted under these terms and conditions are reserved by UDIO. Unless otherwise indicated on UDIO, the material on UDIO is owned by or licensed to UDIO and is subject to copyright (the "Copyright Material").

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You may:

Only copy or reproduce the Copyright Material for the purpose of browsing UDIO or making a copy for your own personal, private or research use, provided that such use constitutes fair use under the Copyright Act;
Not alter or modify the Copyright Material in any way or remove any legal notice associated with it.

udiosystems.com and other names of UDIO product and/or services referenced herein may be trademarks of UDIO Systems Pty Ltd. Other product and company names mentioned on UDIO may be the trademarks of their respective owners. Nothing displayed on UDIO should be construed as granting you any intellectual property rights including the right to use any trademark, without UDIO’s (or the relevant owner’s, if applicable) express written consent.

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In consideration of UDIO allowing you to access and use UDIO you grant to UDIO a non exclusive, payment free, perpetual, irrevocable licence to reproduce, modify, delete, adapt and publish any non-confidential material you post, upload or otherwise transmit via Communications Services and to sub-licence the same for such purposes as UDIO determines from time to time (subject to the UDIO Privacy Policy). You warrant that: you have all necessary rights in the content that you contribute, the content is not defamatory, that it does not infringe any law and you indemnify UDIO, its officers, agents and contractors against any liability, loss, claim or demand arising out of or in respect of a breach of that warranty. You waive any moral rights you may have in relation to the material.

9. Client login to UDIO

If you choose to obtain a client login to UDIO, additional products and services may be made available to you. By obtaining a client login, you agree to receive electronic communications from UDIO about its products and services.

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If you choose to utilise products and services, you agree to abide by any additional terms and conditions of those specific products and / or services.

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You may access UDIO via the Application Program Interface (API). Access to API is bound by these terms and conditions.

10. Communications Services

UDIO may provide you with the ability to communicate with UDIO, advertisers and users of UDIO through agreements, online forms, electronic requests and enquires, bulletin boards, blogs, online forums, inbound phone number services and other forms of electronic messaging (Communications Services).

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You acknowledge that Communications Services may be public and not private communications. Further, you acknowledge that Communication Services may be collected, stored and scanned by UDIO. You should not however, consider Communication Services to have been reviewed, screened, or approved by UDIO.

Use of the Communications Services is provided on condition that you do not do any of the following:

transmit any information or material which is knowingly incorrect, misleading or deceptive;
transmit any defamatory, infringing, obscene, indecent or unlawful information or material or information;
transmit spam, chain letters, contests, junk mail, surveys or other mass messaging;
use the Communications Services for any unlawful purpose;
post or upload files that contain software or other material or information in breach of any person's intellectual property or privacy rights;
upload files that contain viruses, corrupted files, worms, defects or any other similar software or programs that may damage the operation of another's computer or damage any of UDIO’s infrastructure;
delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded;
advertise or offer to sell any goods or services, or conduct or forward surveys, contests or chain letters other than as approved by UDIO;
download any file posted by another user of the Communications Services that you know, or reasonably should know, is unlawful or contrary to these terms and conditions;
excessively use the Communications Services in a manner which may hinder or prevent UDIO from providing services to any other persons or which may threaten the integrity or use by any person of UDIO;
authorise, aid, abet encourage or incite any person to do any of the above acts.

UDIO may, but has no obligation to, review the use of the Communications Services by you and in its absolute discretion may delete, edit, refuse to post or remove in whole or part any information or material uploaded or posted using the Communications Services.

11. Software Services

Any software, including HTML code that is made available to use or download from UDIO ("Software") is owned by UDIO and/or its suppliers.

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Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You must agree to the terms of the License Agreement before using the Software.

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If there is no License Agreement, UDIO grants you a personal, non-transferable license to use the Software for viewing and otherwise using UDIO in accordance with these terms and conditions, and for no other purpose. You must not:

copy, reproduce, translate, adapt, vary or modify in whole or in part or the Software;
reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile, in whole or in part, the Software;
introduce or use any device, software or routine that interferes or attempts to interfere with the operation of the Software; or
sub-license, rent, lease, lend or grant to any person any rights to use the Software other than as set out in this paragraph.

12. UDIO and Your Privacy

By using UDIO, you agree to the UDIO Privacy Policy which sets out how UDIO collects, uses and discloses your personal information.

13. Technical Support and Commited Uptime

To the extent you purchased an elite tier subscription, you may be entitled to premium technical support and an uptime commitment, by Udio, in accordance with the Service Level Agreement as may be updated by Udio from time to time.

14. What Law Governs these Terms and Conditions

This Agreement is governed by and construed in accordance with the laws of the State of Western Australia, Australia and you irrevocably submit to the exclusive jurisdiction of the courts in that State.

15. UDIO May Change These Terms and Conditions

UDIO may at any time and, in its absolute discretion modify or amend the terms and conditions upon which services are supplied to you (including payment terms and pricing) by including such modifications or amendments in these terms of use and publishing them on UDIO. Such modifications will be binding on you once displayed on this website. You should regularly check the terms and conditions displayed on this website.

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UDIO may cease to provide you with access to UDIO or any of its services without notice.

All rights not expressly granted are reserved.

16. Security of Data

UDIO understands that your information is critical to you and your business, and that you need to be able to rely on the information UDIO provides its users. UDIO is designed to ensure the confidentiality, integrity and availability of the information we process and the systems that process it.

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For SMS terms and conditions, please view our Charges for SMS document.