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User Terms of Service

This website is operated by Dovetail Research Pty Ltd ABN 84 615 270 025 (“we”“our” or “us”) and is available at dovetailapp.com (“Site”).

Where you create an account or are invited by an account holder with a paid workspace subscription (“Customer”) to create a user account as an end user (“User Account”), these User Terms of Service (“User Terms”) apply to you. The User Terms describe your rights and responsibilities when using our online user research and customer feedback analysis, organization, collaboration, and storage tools (“Services”). If you are invited by a Customer to their workspace, you will able to use the Services in accordance with the terms of the Customer’s chosen workspace subscription. If you have not been invited to a workspace or do not upgrade to a paid workspace subscription, you will not be able to access certain features or benefit from the Services. If you purchase a paid workspace subscription, the Customer Terms of Service will also apply to you.

You accept these User Terms by accessing and/or using the Services.

These User Terms are binding on you from the date on which you accept these User Terms until the date on which your account and these User Terms are terminated in accordance with these terms (“Term”).

Our User Privacy Policy and Website Visitor Privacy Policy state how we collect and use personal information relating to your use of the Services.

License to use our Services

In consideration for your compliance with these User Terms, we grant you a non-exclusive, non-transferable, non-sub licensable, revocable license to access and use the Services for the Term, solely for your use and enjoyment of the Services, as contemplated by these User Terms, and, if you set up a workspace or are invited to a workspace by a Customer, in accordance with the terms and conditions agreed to by the Customer (“License”).

Prohibited Conduct

You must not access or use the Services except as permitted by the License and you must not (and must not permit any other person to) use the Services in any way which is in breach of any applicable laws or which infringes any person’s rights, including intellectual property rights. We make no representation that the Services comply with the laws (including intellectual property laws) of any country outside Australia and you agree that you use the Services at your own risk and we are not responsible for ensuring that the Services are compliant with the laws, regulations or obligations of any particular industry, including, particularly the healthcare industry and education industry.

Signing up to our Site

You are required to create an account to access our Services. You may sign up through the Site, through a third party provider, such as Google or by using an invitation link to our Site provided by a Customer to you. You may be required to input additional information about you in order to use the Services. You must ensure that any information you give to us when creating an account, including personal information, is accurate and up-to-date. Your account is personal and you must not share the account, or your login details, with any other person. It is your responsibility to keep your login details confidential. At our sole discretion, we may refuse to allow any person to create an account.

If you have been invited to a workspace by a Customer, you will have access to that workspace as determined and granted to you by the Customer. If you would like a different access level, you should contact the Customer.

Trial Workspace

You may set up or a Customer may invite you to a trial workspace designed to allow evaluation of our Services and to make sure our Services are right for the Customer. Any trial period (and the features available during this period) can change at any time without notice. We have the right to terminate your account if you are found to be misusing the Services during a trial period.

We will protect Customer Data

Where you use a Customer’s workspace, you may input into the Services or generate from the Services information, materials, logos, documents and other intellectual property and we may store such information (“Customer Data”). The Customer owns all Customer Data inputted or generated by you and may use it and control it at their sole discretion.

The protection of Customer Data is a top priority for us. We will protect Customer Data and personal information in accordance with our Privacy Policy, and, if the Customer enters into a Data Processing Agreement with us, that Data Processing Agreement.

Data portability and deletion

You may export or share certain Customer Data from the Services, if permitted to do so under the Customer’s workspace subscription. However, because we have multiple, complex features, and Customers have different retention options, you acknowledge and agree that the ability to export or share Customer Data may be limited or unavailable from time to time. We aim to ensure, that, if you are granted access by the Customer, your ability to export Customer Data is not unavailable for more than 24 hours.

You’re responsible for your content and Customer Data

You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide Customer Data to us and to grant the rights granted to us in these User Terms; and (ii) the Customer Data (and its transfer to and use by us as authorized by you) under these User 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.

You acknowledge and agree that the operation of the Services is reliant on the accuracy of the Customer Data, and the provision of inaccurate or incomplete Customer Data by you may affect the use, output and operation of the Services.

We own our Services

All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel, including but not limited to our Services, the Site and all other materials will at all times vest, or remain vested, in us.

We give you a license to use our Services as set out in the ‘License to use our Services’ clause above.

Unless otherwise expressly set out in these User Terms or agreed with us, you must not breach any copyright or intellectual property rights connected with the Services. This includes but is not limited to: (i) copying or using, in whole or in part, any of our intellectual property; (ii) reproducing, retransmitting, distributing, disseminating, selling, publishing, broadcasting or circulating any of our intellectual property to any third party including on social media; (iii) attempting to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Services, the data or documentation; (iv) breaching any intellectual property rights connected with the Services, including (without limitation) altering or modifying any of our intellectual property; (v) causing any of our intellectual property to be framed or embedded in another website without our permission; (vi) decompiling or reverse engineering, including attempting to decompile or reverse engineer, any software in the Services; (vii) undertaking or attempting to undertake any act which would otherwise constitute an infringement of our moral rights; (viii) transferring the Services to a third party or mirroring the Services on another server; (ix) creating derivative works from the Services; (x) and using the Services for competitive analysis or to build competitive products.

This clause will survive the termination or expiry of these User Terms.

Warranties

You represent, warrant and agree that: (i) you have full legal capacity, right, authority and power to enter into these User Terms and to perform your obligations under these User Terms; and (ii) these User Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms.

Consumer Guarantees

Certain legislation including the Australian Consumer Law (“ACL”) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (“Statutory Rights”).

Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL.

Indemnities

Except to the extent that the liability arose directly from the negligent acts or omissions of us or any of our personnel, you indemnify us and our personnel against all liability that we or any of our personnel may incur and which is caused or contributed to by, whether directly or indirectly: (i) your breach of any intellectual property rights, any warranties or Customer Data provisions; and (ii) breach of any laws by you.

Despite anything to the contrary, to the extent any liability arises in connection with your use of a specific workspace and you can prove you are engaged as an employee of the Customer which controls that workspace, the operation of the indemnity above is excluded.

We agree to indemnify you against liability you actually incur as a direct result of a third party claim, to the extent it is caused by our infringement of third party intellectual property rights.

Limitation of liability

You agree that, to the maximum extent permitted by law, these User Terms exclude all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in these User Terms.

Despite anything to the contrary, to the maximum extent permitted by law, (i) neither party will be liable for any consequential loss, indirect loss, special loss, loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; (ii) a party’s liability for any liability under these User 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; and (iii) our aggregate liability for any liability arising from or in connection with these User Terms will be limited to us resupplying the Services to you, in our sole discretion, to us paying you $100.

This clause will survive the termination or expiry of these User Terms.

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 (i) your acts or omissions; (ii) any use or application of the Services by a person other than you; (iii) any works, services, goods, materials or items which do not form part of the Services, or which have not been provided by us; (iv) the Services being unavailable, or any delay in us providing our services to you, for whatever reason; and/or (v) any event outside of our reasonable control.

You acknowledge and agree that you use the Site or Services at your own risk and the provision of the Site or our Services may be contingent on, or impacted by, third parties, suppliers or other subcontractors (“Third Party Inputs”), and despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible and will have no liability for any event outside of our reasonable control and for any default or breach of these User Terms or any law if such default or breach was caused or contributed to by any Third Party Inputs.

Termination

You may terminate your account at any time by contacting us and asking us to delete your account.

The Customer may terminate your access to a workspace at any time at their discretion. If we have reason to believe you are misusing the Services we may terminate your account at any time, by providing you with notice, in which case we will immediately cease providing the Services to you.

Disputes

Each party agrees to use its best endeavors to use mediation and negotiation to resolve any dispute arising out of or relating to these User Terms, prior to resorting to an external dispute resolution process before commencing court proceedings. If the parties are unable to resolve the dispute or agree on an alternate method to resolve the dispute, the dispute may be referred by either party (by notice in writing to the other party) to arbitration in accordance with the Australian Centre for International Commercial Arbitration (“ACICA”) rules. Once a dispute has been referred to ACICA, the parties agree to be bound by the decision of ACICA. The seat of arbitration will be Sydney, Australia. The language of the arbitration will be English. The number of arbitrators shall be one. The costs of the arbitration 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.

Severability

These User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these User Terms is held to be void, invalid, illegal or unenforceable, that provision (or that part of the provision) will be severed from these User Terms and the remaining provisions of these User Terms will remain in effect.

Changes to the User Terms

We may amend these User Terms at any time, by providing written notice to you. By continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended terms. If you do not agree to the amendment, you may terminate these User Terms in accordance with the Termination clause.

Your feedback

If you send us any feedback or suggestions regarding the Services, there is a chance we will use it. 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.

Relationship of the Parties

The User Terms are not intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

Jurisdiction

Your use of the Services and any dispute arising out of your use of it is subject to the laws of New South Wales and the Commonwealth of Australia. These User Terms are governed by the laws of New South Wales and the Commonwealth of Australia and subject to the exclusive jurisdiction of the courts operating in New South Wales.

Entire agreement

The User Terms, contain the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

For questions and notices, please email legal@dovetailapp.com.

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Authors
Kanav Bhama
Business Operations Manager
Article info
Last updated 23 September 2020
13 min read

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