Terms of Use

2. Use of software

Spoke grants you the right to access and use the Service via the Website with the particular user roles available to you according to your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

1. The Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
2. The Subscriber is responsible for all Invited Users’ use of the Service;
3. The Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3. Your obligations

1. General obligations:
   You must only use the Service and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by Spoke or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to you.
   
   
2. Access conditions:
   You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Spoke of any unauthorised use of your passwords or any other breach of security and Spoke will reset your password and you must take all other actions that Spoke reasonably deems necessary to maintain or enhance the security of Spoke’s computing systems and networks and your access to the Services.
   Each username and password combination may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you need.
   You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have accounts under your account).
   As a condition of these Terms, when accessing and using the Services, you must:
   1. not attempt to undermine the security or integrity of Spoke’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks; not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
   2. not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted;
   3. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and
   4. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
      
      
3. Usage Limitations:
   Use of the Service may be subject to limitations, including but not limited to monthly access volumes and the number of calls you are permitted to make against Spoke’s application programming interface. Any such limitations will specified within the Service.
   
   
4. Communication Conditions:
   As a condition of these Terms, if you use any communication tools available through the Website or the Services, you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).
   
   When you make any communication on the Website or using the Services, you represent that you are permitted to make such communication. Spoke is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based system, you must exercise caution when using the communication tools available on the Website or the Service. However, Spoke reserves the right (but does not assume responsibility) to remove any communication at any time in its sole discretion.
   
   
5. Indemnity:
   You indemnify Spoke against: all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to Spoke, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by you.

4. Payment

1. Credit cards
   1. A valid credit card is required for all accounts.
   2. As long as you have any outstanding Fees balance with us, you’ll provide us with at least one valid credit card and authorise us to deduct the Fees against that credit card. You’ll replace the information for any credit card that expires with information for a valid one. If your credit card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorised to deduct any charges on your account against the new credit card.
   3. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If we’re unable to process your credit card order, we’ll try to contact you by email and suspend your account until your payment can be processed.
      
      
2. Payment for campaign placement
   1. When creating an advertising campaign through Spoke, you will be asked to select a budget for your advertising campaign. You agree to pay the amount chosen as your budget up front, and the credit card you select will be charged for this amount in its entirety. Ads will then be placed by Spoke on your behalf according to the criteria you select.
   2. You acknowledge and agree that the Fees include the Spoke Fees (paid for accessing the Service) and the Advertising Fees (paid by Spoke on your behalf to third party ad platforms you select (for example Google or Facebook).
   3. Spoke is a marketplace service that involves frequent variations in performance and cost: you acknowledge that we set the proportion of Spoke Fees to Advertising Fees for each campaign and that we may vary that proportion in our absolute discretion.
      
      
3. Taxes and duties
   You are responsible for payment of all taxes, levies, or duties payable in additional to the Fees.
   
   
4. Refunds
   We’ll give you a refund if we terminate any active campaign without cause. There will otherwise be no refunds or credits for any active or past campaigns.
   Spoke reserves the right to suspend or terminate your use of the Service in the event that any Fees are not paid in full or are reversed or dishonoured by your bank.
   
   
5. Billing changes
   We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.

5. Confidentiality And Privacy

1. Confidentiality:
   Unless the relevant party has the prior written consent of the other or unless required to do so by law:
   1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
   2. Each party’s obligations under this clause will survive termination of these Terms.
   3. The provisions of paragraphs (i) and (ii) above shall not apply to any information which:
      1. is or becomes public knowledge other than by a breach of this clause;
      2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
      3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
      4. is independently developed without access to the Confidential Information.
         
         
2. Privacy:
   Spoke maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at Privacy and you will be taken to have accepted that policy when you accept these Terms.

6. Intellectual Property

1. General:
   Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Spoke (or its licensors).
2. Ownership of Data:
   1. Title to, and all Intellectual Property Rights in, the Data remain your property. You grant Spoke a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of services to you.
   2. You grant Spoke a worldwide, nonexclusive, royalty-free, perpetual, transferable and irrevocable licence to use, reproduce, modify, translate, distribute, publish, create derivative works from and display the Ownership Data throughout the world in any medium, whether currently in existence or not.
   3. You also grant Spoke the right to use your name or the name you submit with the Ownership Data, and, the right to represent and warrant that:
   4. you own and control all of the rights to the Ownership Data; or
   5. you have the lawful right including all necessary licences, rights, consents, and permissions to use and authorise Spoke to use the Ownership Data as contemplated by these terms.
3. Backup of Data:
   You must maintain copies of all Data inputted into the Service. Spoke adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Spoke expressly excludes liability for any loss of Data no matter how caused.
4. Third-party applications and your Data:
   If you enable third-party applications for use in conjunction with the Services, you acknowledge that Spoke may allow the providers of those third-party applications to access your Data as required for the interoperation of such third-party applications with the Services. Spoke shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third-party application providers.

7. Warranties And Acknowledgements

1. Authority:
   You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.
2. Acknowledgement:
   You acknowledge that:
   1. You are authorised to use the Services and the Website and to access the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. you are also authorised to access the processed information and Data that is made available to you through your use of the Website and the Services (whether that information and Data is your own or that of anyone else).
   2. Spoke has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you. If you use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a person, body corporate or otherwise) you agree that:
      1. you are responsible for ensuring that you have the right to do so;
      2. you are responsible for authorising any person who is given access to information, and you agree that Spoke has no obligation to provide any person access to such information without your authorisation and may refer any requests for information to you to address; and
      3. you will indemnify Spoke against any claims or loss relating to:
         1. Spoke’s refusal to provide any person access to your information in accordance with these Terms,
         2. Spoke’s making available information to any person with your authorisation.
   3. The provision of, access to, and use of, the Services is on an “as is” basis and at your own risk.
   4. Spoke does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Spoke is not in any way responsible for any such interference or prevention of your access or use of the Services.
   5. It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used.
   6. You remain solely responsible for complying with all applicable real estate licensing, trade practices and other relevant laws. It is your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
      
      
3. No warranties:
   Spoke gives no warranty about the Services. Without limiting the foregoing, Spoke does not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
   
   
4. Consumer rights:
   You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

8. Limitation Of Liability

1. To the maximum extent permitted by law, Spoke excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2. If you suffer loss or damage as a result of Spoke’s negligence or failure to comply with these Terms, any claim by you against Spoke arising from Spoke’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the fees actually paid by you in the previous 6 months.
3. If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 9.

9. Termination

1. Prepaid Subscriptions:
   Spoke will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
   
   
2. No-fault termination:
   At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Access Fee when due, unless either party terminates these Terms under this clause.
   Subject to clause 9(c) below you may, following the expiry of the Fixed Term, terminate all or part of these Terms by giving us 30 days notice in writing to that effect.
   We may terminate all or part of these Terms at any time by giving you 30 days written notice to that effect.
   Nothing in this clause affects our respective rights and remedies in respect of any breach of this agreement under the general law.
   
   
3. Breach:
   If you:
   1. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 7 days after receiving notice of the breach if the breach is capable of being remedied;
   2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 14 days overdue); or
   3. you or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction;
      
      Spoke may take any or all of the following actions, at its sole discretion:
      
      
   4. Terminate this Agreement and your use of the Services and the Website; Suspend for any definite or indefinite period of time, your use of the Services and the Website;
   5. Take either of the actions in sub-clauses 4 and 5 of this clause 8(4) in respect of any or all other persons whom you have authorised to have access to your information or Data; or
   6. Suspend or terminate access to all or any Data.
      
      For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of your Billing Contacts, Billing Plans or any of your Organisations (as defined at clause 3) is not made in full by the relevant due date, Spoke may: suspend or terminate your use of the Service, the authority for all or any of your Organisations to use the Service, or your rights of access to all or any Data.
      
      
4. Accrued Rights:
   Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will:
   1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
   2. immediately cease to use the Services and the Website.
      
      
5. Expiry or Termination:
   Clauses 3(a), 3(e), 4, 5, 6, 7, 8 & 10 survive the expiry or termination of these Terms.

10. Help Desk

1. Technical Problems:
   In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Spoke. If you still need technical help, please check the support provided online by Spoke on the Website or failing that email us at support@spokeapp.io.
   
   
2. Service availability:
   Whilst Spoke intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
   If for any reason Spoke have to interrupt the Services for longer periods than Spoke would normally expect, Spoke will use reasonable endeavours to publish in advance details of such activity on the Website.

11. General

1. Entire agreement:
   These Terms, together with the Spoke Privacy Policy and the terms of any other notices or instructions given to you under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and Spoke relating to the Services and the other matters dealt with in these Terms.
   
   
2. Waiver:
   If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
   
   
3. Delays:
   Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
   
   
4. No Assignment:
   You may not assign or transfer any rights to any other person without Spoke’s prior written consent.
   
   
5. Governing law and jurisdiction:
   The law of the state of Victoria, Australian law governs this Agreement and you submit to the exclusive jurisdiction of the courts of Victoria, Australia for all disputes arising out of or in connection with this Agreement.
   
   
6. Severability:
   If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
   
   
7. Notices:
   Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Spoke must be sent to support@spokeapp.io or to any other email address notified by email to you by Spoke. Notices to you will be sent to the email address which you provided when setting up your access to the Service.
   
   
8. Rights of Third Parties:
   A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.