Terms of Service
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.
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.
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).
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.
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
- 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
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.
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.
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.
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.
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.
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
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 charged for one facility.
subsequent invoices will include charges per number of active (not removed)
facilities in your UDIO account.
upgrade or downgrade in plan level, this will result in the new rate being
charged at the next billing cycle. There will be no prorating for downgrades or
upgrades part way through a billing cycle.
your service may cause the loss of features or capacity of your account. UDIO
does not accept any liability for such loss.
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.
are not satisfied with your service you can request a refund by writing
to firstname.lastname@example.org 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.
Services Provided By Third Parties
If services are offered on or through UDIO
by third parties (sellers):
Disclaimer & UDIO Liability to You is Limited
- 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
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.
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.
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 and Termination
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
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.
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.
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.
Copyright, Trademarks and Licence
Material on UDIO is © UDIO Systems Pty
Ltd and is protected by Australian and international copyright and intellectual
property laws. 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").
- 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
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
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.
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.
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.
You may access UDIO via the
Application Program Interface (API).
Access to API is bound by these terms and conditions.
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
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
- 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
- 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.
Any software, including HTML code and
ActiveX controls, that is made available to use or download from UDIO
("Software") is owned by UDIO and/or its suppliers.
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.
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.
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
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.
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 will be binding on you once displayed on this web site. You
should regularly check the terms and conditions displayed on this web site.
UDIO may cease to provide you with
access to UDIO or any of its services without notice
All rights not expressly granted are
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.
If you have a question, problem or
complaint or need to contact us:
Box 232, Palmyra WA 6957
Manager of Operations