Piivot Terms of Use

Introduction

Piivot (we) operates online multimedia services for Australian businesses (the "Services") located at or via www.piivot.io (the "Website"). Piivot Multimedia services include information services, Messaging Services (SMS), digital Search Engine Marketing services (eg Google Adwords), Email services (eDM), Radio and Broadcast services (OnAir), Search Engine Optimisation services, Websites, Landing Pages, Directory submissions, Social and Content services, Banners and other digital and display media services. All users of the Piivot Multimedia Services and Website services (you) by their use and as a condition of that use, agree to automatically enter as a user/customer into, and to be bound by, a Contract to Supply with Piivot for no less than the minimum term. All categories of user/customer are provided access to the Piivot services as its obligation under the Contract to Supply, and as part of the consideration for the Piivot service, enter into the Contract to Supply and agree to these Terms of Use and any other specific conditions, notices and disclaimers published or contained on the Website (together, the "Terms of Use").

Your access to and use of the information, materials and services provided on the Website and in Multimedia is conditional upon your acceptance and compliance with these Terms of Use. Your use of the Website means that you accept all of these Terms of Use. If you do not agree with these Terms of Use, you should leave the Website and discontinue use of any services provided by Piivot immediately.

Please read these Terms of Use carefully.

Contract to Supply

These Terms of Use apply whether you are a visitor (just browsing the website) or a registered user or business. In this document when we refer to you we refer to both you as a visitor and you/your company.

The use by you or the addition by you/your company of your business information to Piivot, either directly on line or orally to and via a Piivot agent, constitutes your acknowledgement and agreement that you have entered into a Contract to Supply of Services ("Contract") with Piivot to browse or use for business promotional purposes, the Piivot Website and any related Multimedia services. As a condition of the Contract you have agreed to be bound by these terms and any other specific conditions, notices and disclaimers published or contained on the Website or otherwise advised to you (together, the "Terms of Use"). The Contract applies to all services including free and paid services provided by Piivot.

As part of the consideration for the ongoing supply of service, Piivot requires the Contract to extend for a minimum 30-day term ("minimum period"). For paid services that include special offers available under this Contract to Supply are subject to different minimum periods. For paid services, after the initial or subsequent paid period ("paid term") the service supplied by Piivot continues with the Contract to Supply renewed for a term equivalent to the expiring term under the general Contract to Supply or to an alternative offered by Piivot and accepted by you, under the Contract to Supply, prior to completion of the paid term. At the end of any paid service term or after the acknowledged minimum period the paid service may be terminated, without cause, by either party, subject to acknowledged written notice. Termination of paid service is subject to Clause 13 and these Terms of Use.

We can amend these Terms of Use

We reserve the right to amend the Piivot Terms of Use at any time. Such variation(s) will become effective immediately upon publishing or posting or on such later date as Piivot may specify whether or not Piivot provides you and/or your company specific notice of any particular change. Your continued use of the Piivot service will constitute acceptance of the revised Terms of Use, so you should review the Terms of Use from time to time.

What we expect from you

You are required to:

1. ensure that the material you supply, post or publish to or via Piivot or Website is accurate, complete, up to date and suitable;
2. comply with all relevant Local, State and Commonwealth laws and regulations and, where applicable, all national and international laws and regulation;
3. respect our and other users' rights including but not limited to Piivot intellectual property rights subsisting in material available on or through the Website and or Piivot service.

What you are not permitted to do

When using the Website or Multimedia services, you may seek to use our software services to send a request to third party providers for information regarding products and/or services. You may only send information or request to third parties when you are clearly identified and have permission to do so. You acknowledge and agree that when you access and collect information from the third party websites using our software, you do so on you/your company’s behalf and that you have not appointed Piivot to act as your agent. We make our service and software available to you so you/your company may access such third party websites.

You will not:

1. use the Piivot Multimedia Services or Website for illegal purposes including without limitation the supply or posting of information encouraging conduct that would constitute a criminal offence;
2. provide telephone numbers that are listed on or form part of the Commonwealth Do-Not-Call Register;
3. provide or post any material which violates any intellectual property rights (including, without limitation, patents, trade marks, trade names, copyright and design rights and whether remittable, registered or unregistered) or other rights of any person in any jurisdiction in the world;
4. provide or post to any site regarding the provision of your Piivot services or website including any defamatory, threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent or otherwise objectionable material of any kind;
5. provide or post or otherwise propagate material of any kind which contains computer worms, viruses or other types of malicious or harmful programs;
6. damage, modify, interfere with, disrupt or destroy the files, data, passwords, devices or resources that belong to us or do anything that compromises the security of the Website or the Multimedia Services;
7. use the Piivot Multimedia Services to engage in misleading or deceptive online marketing practices;
8. use the Piivot Multimedia Services to transmit junk mail, spam, chain letters or engage in other flooding techniques or mass distribution of unsolicited email or messaging;
9. resell, rent or lease either the Piivot services, or use of or access to the Website or Multimedia services;
10. republish in any form, in part or in full, the Piivot Multimedia services, the Website, the database, the services presentation, layout or the overall look and feel.
11. mislead or deceive with false reviews. Piivot operates a Ratings and Reviews system and all submitted ratings and reviews are subject to the Intellectual property rights of these Terms of Use and shall not be misleading, dishonest, fake or otherwise deceive.

Fees & charges

1. All fees and charges shown on the Piivot website or quoted orally or otherwise by Piivot exclude GST, unless marked otherwise. Fees and charges may be varied at any time by Piivot and changes may be applied by Piivot following thirty (30) days' written notice to you/your company.
2. Following your written application or oral agreement with a Piivot sales representative to commence a paid service, you will be issued with a tax invoice.
3. Service period for paid service commences only once the service is established, which may be up to ten (10) business days after a revised service is agreed, and will be for a minimum period of 30 days (excluding special offers).
4. You/your company agree to pay all amounts due for the service in advance. When a service is extended pursuant to Clause 1 Piivot will issue a tax invoice/receipt immediately on receipt of the payment.
5. If you have elected to pay by credit or debit card and provided the necessary card details to Piivot, then Piivot is entitled to process the credit or debit card for all amounts due to Piivot for the service, including recurring term payments following the initial term and termination charges. If a card processing transaction is unsuccessful Piivot may continue to process the card until payment is effected.
6. Piivot is not responsible for any costs arising for you/your company as a result of insufficient funds or multiple card presentations required for collection of payments due to Piivot.
7. Piivot reserves all rights to undertake any actions it deems necessary to recover unpaid fees and charges, and you/your company will be invoiced for and responsible for payment of all costs reasonably incurred by Piivot, including commissions and solicitors' fees if they arise, in recovering amounts due.

Acknowledgments

Piivot does not provide personal financial, professional advice or credit assistance. You agree that any information published on the Website is of a general nature only and should not be relied upon as a substitute for personal financial advice or professional advice. We always recommend that you seek independent advice before you apply for any product or service, which is described on the Website.

You acknowledge that:

1. you/your company have entered into an agreement with Piivot to publish and use your business information in the provision of Multimedia Services, Websites and related services, including the sending and receipt of commercial voice calls and electronic messages to and from Piivot.
2. Piivot does not review or vet or exercise any direct supervision or control over the content or any material that you or others supplied or posted on your behalf to Piivot or any associated link;
3. Piivot is not responsible for the content or conduct of any site linked to or from the Piivot services or Website;
4. Piivot is not responsible for any service interruptions or access difficulties to services provided or on any associated websites;
5. you/your company are, and operate as, a business and as such are subject to laws and practices applicable to businesses;
6. Special Offers and Trial services by Piivot may have Terms and Conditions that are applicable only to the Special Offer or Trial service. If no such Terms and Conditions are included or identified with the Special Offer or Trial service then the Terms and Conditions shall be the Terms of Use as set out herein.
7. All paid term agreements between you/your company and Piivot will unless terminated in accordance with these Terms of Use or otherwise agreed in writing with Piivot transition to ongoing service provision for which you will pay in advance for a term equivalent to the prior or other agreed service payment term and at the same Special Offer rate applicable in the expiring term, or otherwise at the standard Piivot tariff applicable for the service.
8. For paid service transitioning to a new or extended term payment per (7) above Piivot will utilize credit card or direct debit processes applied for previous payments for ongoing term payments unless otherwise advised by you.
9. Piivot multimedia products and services rely upon the skill, knowledge, timely customer information and the cooperation of third parties in formulating and delivering campaigns and services within a period. You acknowledge that whilst Piivot uses its best endeavours to deliver the planned service within a period, external factors may impact planned outcomes and these are outside our control and responsibility.
10. Piivot provide inquiry referral forms that allow you to register your personal/Company information with us in order to be contacted by Piivot or third party provider(s). In completing an inquiry referral form you acknowledge and consent to Piivot disclosing your personal/Company information to third party providers by using the service. You also acknowledge that Piivot may receive payment or commission from third party providers when we disclose your personal information. Piivot will only pass on your personal information where you have explicitly instructed us to do so.

Intellectual Property Rights

1. Piivot continually updates, edits and authors the content of the entries, descriptions, contact information, email addresses, the databases and business categories that comprise the works and the content remain Piivot's or our licensor's sole and exclusive property.
2. All intellectual property rights in data, information and materials utilized in the Multimedia Services or on the Website including, without limitation, all software, tools, know-how, methodologies, equipment or processes, shall remain Piivot's or our licensor's sole and exclusive property. You acknowledge and agree that you shall not acquire any rights, title or interest in or to any of our intellectual property rights.
3. Certain Piivot products use materials customized for individual users including internet addresses (URLs). Such materials including URLs sourced by Piivot are the property of Piivot. License or property rights in such materials may be transferable to you subject to Piivot's consent and prior payment by you of applicable fees and any third party charges.
4. By placing any information or other material in Piivot services or Website you grant us a non-exclusive, perpetual, royalty free, unrestricted, worldwide license to edit, reproduce, adapt, translate, exhibit, publish, make available to the public, redistribute, transmit, broadcast, publicly perform, transfer, sublicense and otherwise use such material. This grant includes the right to exploit all intellectual property rights in any such information or other material including but not limited to rights under copyright, trade mark or patent law in any jurisdiction in the world.

Piivot Rights

Piivot does not specifically recommend or endorse any particular product, provider or service. We reserve the right to:

1. refuse to publish, post or to remove any information and/or materials (in whole or in part) that Piivot, in its sole and absolute discretion, regards in any way objectionable or in violation of any applicable law or the Terms of Use without notice to you;
2. modify, discontinue or terminate any services Piivot offers at any time without notice or liability to you; and
3. cooperate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone posting any materials which violate any applicable or relevant law or the Terms of Use.

Exclusion of Warranties

The content on the Piivot Website constitutes general advice, including information and data, ratings and reviews, or other tools or content, does not take into account your individual investment objectives, financial circumstances or needs. You must consider your own individual circumstances before acting on any of the information provided on and available from the Website. The content on the Website does not in any way constitute financial, taxation, accounting, legal or other professional advice that may be relied upon.

1. We do not warrant that the service is error or fault free or that it will meet your requirements.
2. Except as otherwise expressly stated in these Terms of Use, Piivot makes no express or implied warranties to you and expressly excludes all warranties, conditions and terms implied by statute, general law, international convention or custom, including without limitation any and all implied warranties with respect to merchantability, fitness for purpose, title and non-infringement, except for any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void.
3. Piivot provides general information only and is not a credit provider. By using this service for collection and transmission of information you are asking Piivot to refer you to a service provider who can provide you with information about products from multiple financial institutions and partners.

Limitation and Exclusion of Liability

To the extent permitted by law:

1. where the services Piivot provides to you are subject to warranties or terms implied by statute, general law, international convention or custom which cannot be excluded, restricted or modified, Piivot's liability for breach of any such condition or warranty will be limited to the re-supply of the service(s).
2. Piivot excludes any and all liability to you or any other person for any loss or damage, whether arising in contract, negligence or otherwise out of or in connection with any use of the Website or the Multimedia services or information on or provided though the Website or services.
3. without limiting sub clause (b), Piivot excludes all liability to you or any other person (whether in contract, negligence, tort, equity or otherwise) for any consequential, indirect, incidental, special, punitive or exemplary damages, including without limitation any loss of profits, loss or corruption of data or loss of goodwill, even if Piivot has been advised of the possibility of such loss or damage.

Indemnity

Information supplied does not represent personal financial, professional advice or credit assistance.

You agree to at all times indemnify Piivot and its affiliates, suppliers and their respective officers, employees, contractors and agents ("those indemnified") from and against any direct or consequential loss, costs, expenses (including reasonable legal fees), claims, damages, settlement, penalties, fines or other liability incurred or suffered by any of those indemnified which may arise out of your use of the services and/or the Website or any breach by you of these Terms of Use.

Commencement of Contract

You/your company's Contract to Supply with Piivot commences on the earlier of your acceptance on-line or otherwise of these Terms of Use, and your oral agreement with a Piivot sales agent to take a paid service and your providing payment details for such service.

Termination of Free & Paid Services

1. The Terms of Use are effective until the current Contract to Supply is terminated, and Piivot may then terminate Supply and your right to supply, publish or post information and material to the services at any time without notice.
2. At the end of any paid service period including renewals and extensions of initial or subsequent terms either party may terminate the paid service contract, subject to the Terms of Use. Cancellation or termination of a paid service does not cancel or terminate the Contract to Supply.
3. Termination of paid service contract or cancellation of service must be requested by you or authorized representative of your company using the Piivot Cancellation Request Form, which will be sent to you on request. The completed and executed Cancellation Request Form must be returned to Piivot by email to sales@piivot.io, or mail to PO Box Q1829, Queen Victoria Building, NSW 1230.
4. The effective date of a termination of a paid service contract or cancellation of service will be thirty (30) days after receipt by Piivot of a valid and properly authorized Cancellation Request Form from you/your company. You/your company will be responsible for all service payments to Piivot up to the effective termination or cancellation date.
5. If you/your company wish to terminate prior to the end of a paid service term then an early termination charge may be applied based upon the time remaining. Special offer contracts in their initial term at effective monthly rates below the Piivot standard tariff do not qualify for any refund. Early termination of extension and renewal special offer contracts will be assessed at the standard monthly tariff.
6. Piivot may terminate for cause the Contract to Supply and/or a term service contract if you/your company breach Clause 4, "What you are not permitted to do".
7. In the event of paid service termination, you are no longer authorised to use the Multimedia services, but all restrictions imposed on you, licenses granted by you and all our disclaimers and limitations of liability set out in the Terms of Use will survive.
8. In the event of any type of termination of the Contract to Supply or paid service contract Piivot will not be liable to you for any claims of any kind arising from removal of your services whether on account of the loss by you of present or prospective profits, anticipated orders, expenditures, investments or commitments made, goodwill created or on account of any other cause whatsoever.

Circumstances Beyond our Control

Piivot will not be liable for any failure or delay in the performance of our obligations to you under the Contract to Supply if that failure or delay is due to circumstances beyond Piivot's reasonable control including, without limitation, any act of God or other cause including any mechanical, electronic, communications or third party supplier failure.

Notices

Piivot may provide notices to you by simply posting the notice on the Website or by your supplied email. This is in addition to any other mode of services permitted by law.

General

1. Any provision in the Terms of Use that is invalid, voidable or unenforceable will be deleted and the remainder will continue to have full force and effect.
2. You may not assign any of your rights or obligations under the Contract to Supply or under the Terms of Use without Piivot's prior written consent. Piivot may assign its rights or obligations under the Contract to Supply at any time without notice to you.
3. Headings in this Agreement are for convenience only and shall not be used to interpret this Agreement.
4. A waiver by Piivot of a provision of or right under the Terms of Use is only binding on Piivot if it is in writing and executed by Piivot. In addition, the waiver will only be effective in the specific instance and for the specific purpose for which it was given.
5. The Terms of Use are governed by the laws of the State of NSW unless all parties agree to irrevocably submit to the non-exclusive jurisdiction of the Courts of the State or Territory where their business or listing originates.
6. All rights not expressly granted in the Terms of Use are reserved.

Refund Policy

1. You/your company may seek a refund of prepayments made under a Contract to Supply with Piivot, subject to these Terms of Use and in particular the Termination provisions at clause 13 hereof.
2. Upon receipt of such a complying termination notice Piivot will confirm the notice with the authorised sender and refund any outstanding prepaid amounts applicable to service beyond the effective date of termination.
3. Any direct debit arrangement with Piivot via credit card, bank account or other means, will be cancelled promptly by Piivot following the settlement of amounts due to you or to Piivot following a complying termination of service contract.

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