The “iFactFind” online software platform (the “Platform Website”), and the iFactFind general website located at https://ifactfind.com.au (the “Website”) (the Website and Platform Website together, the “Platform”), is controlled and operated by PULSS Pty Ltd T/A iFactFind.
PLEASE CAREFULLY NOTE BEFORE READING:
“Content” means all content on the Platform including without limitation text, photographs, logos, names, designs, information, Personal Information, financial information, data, drawings, links, video recordings and audio recordings.
“Financial Services Business” means a business which provides financial-related services, including without limitation dealing in a financial product or service, providing financial product or service advice, or making a market for a financial product or service, and also includes related businesses.
“Invited User” means a User who has been invited to create a User Account by an Organisation.
“Insolvent” means an externally administered body corporate, or an insolvent body corporate under administration, within the meaning of the Corporations Act 2001 (Cth).
“Intellectual Property” means all intellectual property and quasi-intellectual property rights (past, present and future) conferred by law (whether registered or unregistered) including without limitation business names, trade marks, patents, designs, trade secrets, computer programs, databases, inventions, copyright, circuit layout, moral rights and all proprietary rights and all other intellectual property defined in Article 2 of the Convention establishing the World Intellectual Property Organisation (July 1967).
“Organisation” means a person, business or company, including without limitation a Financial Services Business, who must pay a subscription fee to iFactFind in exchange for the creation of an Organisation Account on the Platform that will allow that person, business or company, and any of their Representatives, to visit, view, browse, access or otherwise use and interact with the Platform at no further cost.
“Organisation Account” has the meaning provided in clause 5.1.
“Platform Services” means the services listed in clause 2 and any subsidiary services provided by iFactFind via or in relation to the Platform.
“Privacy Act” means the Privacy Act 1988 (Cth) as amended by the Privacy Amendment Act 2000 (Cth) and the Privacy Amendment (Enhancing Privacy Protection) Act 2012 (Cth)
“Representatives” means any employees, contractors, agents, affiliates, clients or other authorised representatives of an Organisation.
“Third Party” means an individual who is identified or identifiable by Third Party Personal Information.
“Third Party Personal Information” means Personal Information supplied by a User that relates to another individual who is not that User.
“User” is a person who visits, views, browses, accesses or otherwise uses and interacts with the Platform.
“User Content” means any Content shared via, or submitted or uploaded to, the Platform by a User of the Platform with a User Account.
2.Description of Platform
2.1 The Platform provides the means for Users operating or representing a Financial Services Business to do the following:
2.2 The Platform also provides a means for Users that are customers or clients of a Financial Services Business to access data stored on the Platform that is specifically shared with them by a Financial Services Business.
2.3 iFactFind reserves the right to introduce additional functions and services on the Platform and to alter existing functions or services on the Platform at any time without notice to Users.
3.Licence to use Platform
3.1 Subject to the terms of this Agreement, iFactFind agrees to grant Users a limited, personal, non-exclusive, non-transferable, conditional and revocable licence to view, access and use the Platform.
4.1 In order to access any functionality of the Platform, Users must register a user account on the Platform (“User Account”). A User of the Platform without a User Account will have limited ability to browse the Platform but will not be able to access or use the functionality of the Platform.
4.2 When a User registers a User Account, they must provide some or all of the following details:
4.3 Where a User registers a User Account, subject to the terms of this Agreement, iFactFind agrees to grant that User a limited, personal, non-exclusive, non-transferable, conditional and revocable licence to view, access and use additional features of the Platform as a User via their User Account.
4.4 Users will be required to create a unique password to obtain access to their User Account (“Password”). Users are responsible for maintaining the confidentiality of their Password and undertake not to allow the security of their User Account to be compromised through misuse of their Password. Users must immediately notify iFactFind of any suspected misuse of their Password.
4.5 Users agree that iFactFind may send e-mails to their nominated e-mail address for their User Account for the purpose of receiving any notifications from and regarding the Platform.
4.6 iFactFind maintains the right in its sole unfettered discretion to refuse to register a User Account or terminate or suspend a User Account.
4.8 Users will have differing rights and permissions to access and use the functionality of the Platform via their User Accounts (“Permissions”). iFactFind may add to and modify the Permissions attached to any User Account from time to time.
5.2 The Administrator will have the ability to create User Accounts or request Invited Users to create User Accounts (with Permissions set by the Administrator), with such User Accounts being linked to the Organisation Account on the Platform. There is no limitation to the number of Invited Users that an Administrator can create and link to the Organisation Account, provided always that any Invited Users are the Organisation’s Representatives.
5.3 The Organisation will be permitted to allow their Representatives to access and use the Organisation Account on their behalf, however the Organisation will agree to remain entirely responsible and liable for all conduct connected with their Organisation Account. For this reason, iFactFind recommends that the Administrator creates a separate User Account for each of an Organisation’s Representatives with appropriate Permissions set by the Administrator.
5.5 Organisations may have the option to request that iFactFind imports their existing client data, generally coming from another customer relationship management (CRM) software or platform, into the Platform and linked to their Organisation Account. iFactFind cannot guarantee that any existing client data will be imported with complete success and accuracy into the Platform due to potential technological restraints in importing data from incompatible CRM software or platforms.
6.1 As part the provision of the Platform Services, iFactFind produces and delivers various data to Users via the Platform, including without limitation a range of reports and correspondence, generated from User Content which is submitted via the Platform (“Output Data”). iFactFind is not responsible for the accuracy, integrity or reliability of any Output Data produced via the Platform and delivered to Users.
6.2 Any Output Data produced and delivered via the Platform is intended for general information purposes only and should not be used as a substitute for financial, legal or other types of professional advice, as may be applicable.
6.3 The Platform may also offers a number of “plugins” or “add-ons” where Users can share specific User Content with other software programs, including without limitation Microsoft Outlook, Microsoft Word, Microsoft Excel, and Xplan (“Plugin Software”). iFactFind is not responsible in any way for the integrity, accuracy and reliability of User Content which is shared or populated from the Platform to any Plugin Software, or shared or populated from any Plugin Software to the Platform, or for information provided to any Plugin Software as a result of any interaction with the Platform. Users consent to the Platform interacting with any Plugin Software and to any Plugin Software accessing their User Content.
7.1 Organisations are required to pay certain licence fees to iFactFind for obtaining a Subscription as set by iFactFind from time to time (“Fees”). Fees are payable on a monthly or annual upfront basis by Organisations to iFactFind. For further details about Fees for use of the Platform, please contact iFactFind.
7.2 Invited Users are not required to pay any fees for use and access to the Platform but will only be permitted to create a User Account that is linked to an Organisation Account if invited or granted permission by an Administrator of an Organisation Account (or other User with requisite Permissions provided within an Organisation Account).
7.3 Organisations are required to pay certain additional fees to iFactFind if they utilise any Optional Services (“Optional Fees”). Optional Fees can be payable on a monthly or annual upfront basis by Organisations to iFactFind. For further details about Optional Fees, please contact iFactFind.
7.4 iFactFind reserves the right to increase the Fees and Optional Fees at any time. In that event, iFactFind will provide Organisations with reasonable notice as to any increases.
8.E-Commerce and Payment
8.1 In relation to any Fees owing, iFactFind will issue and send a tax invoice to Organisations via the nominated e-mail address linked to their Organisation Account. Organisations must pay all invoices issued to them within 7 days from the invoice date. iFactFind reserves the right to suspend access to the Organisation Account of an Organisation (including all linked User Accounts of Invited Users) without notice until all outstanding invoices are paid. It is the responsibility of Organisations to keep the e-mail account linked to their Organisation Account updated, to ensure all relevant invoices are received.
8.2 Fees may be paid by electronic funds transfer or direct debit., and credit card payment may be permitted in the future.
8.3 If the Platform allows for payment of Fees by credit card, the following applies:
10.Access to Platform
10.1 If access to the Platform is unavailable for a User due to a system malfunction caused by iFactFind (“System Malfunction”), iFactFind will use all reasonable endeavours to rectify that System Malfunction within 2 business days of being notified in writing of the System Malfunction by the affected User.
10.2 If a User is unable to access the Platform due to a System Malfunction for more than 2 business days, iFactFind will use all reasonable endeavours to:
10.3 Notwithstanding clauses 10.1 and 10.2, to the extent permitted by law, iFactFind is not responsible in any way for the inability of a User to access the Platform and their User Account for any reason, and iFactFind disclaims its liability as per the terms of clause 14.
10.4 iFactFind reserves the right to perform urgent maintenance of the Platform without notice to Users.
11.3 Users warrant that their User Content does not contain any:
11.4 Users must comply, and are solely responsible for complying, with all laws and regulations applicable or relevant to the use of the Platform (“Laws”). Users must also comply with all applicable or relevant regulations, industry and professional codes of conduct and other relevant laws when using the Platform (“Industry Regulations”), including any applicable Industry Regulations for Financial Services Businesses and related industries. iFactFind does not guarantee to any User that their proposed or actual use of the Platform complies with Laws and Industry Regulations that may apply to that User’s activities.
11.5 Users are solely responsible for their conduct in the course of using the Platform. Users will not infringe the rights of any other person or act in a way that constitutes a breach of any agreement they may have with any person by contributing User Content to the Platform.
11.6 Users are solely responsible for uploading and distribution of all User Content. iFactFind takes no responsibility whatsoever for any User Content as set out in clause 14.2.
12.1 iFactFind stores all Content on the Platform on servers located in Australia with a high level of security access. iFactFind also periodically creates back-up copies of all Content to be stored in an alternative location in Australia to the Platform’s main servers. It is the responsibility of Users to determine whether the storage methods for Content used by iFactFind comply with all applicable Laws and Industry Regulations. For further information about how iFactFind stores all Content on the Platform, please contact iFactFind via service@iFactFind.com.
12.2 iFactFind will endeavour to notify Users in writing if there is any change to the way in which Content is hosted, backed-up, stored, secured or encrypted.
12.3 iFactFind will notify Users of any breach relating to the security of their User Content hosted on the Platform, the extent of the breach, and the actions being taken by iFactFind to resolve the breach and mitigate any future security breach. While iFactFind will use reasonable endeavours to ensure the security of User Content, to the extent permitted by law, iFactFind will not be responsible in any way for a breach in security of User Content.
12.4 Notwithstanding clauses 12.1 – 12.3, the provision of access to, and use of, the Platform by Users is on an “as is” basis and entirely at their own risk. iFactFind is not responsible in any way to Users in the event that the security of Content on the Platform is compromised in any way, and iFactFind disclaims its liability in this regard as per clause 14.
13.1 The Intellectual Property subsisting in any aspect of the Platform including without limitation text, graphics, artwork, logos, software, trade marks, designs, copyright, compilations, algorithms, video recordings and audio recordings, as well as the structure, layout, user interface and “look and feel” of the Platform, Output Data, but excluding User Content (“Platform IP”), is exclusively owned and controlled by iFactFind and/or its third party affiliates, licensors and/or licensees, and is protected by Australian and international law governing intellectual property rights. The Platform IP remains iFactFind’s exclusive property throughout the world in perpetuity.
13.2 Users are not permitted to save, download, reproduce, display, copy, alter, conceal, adapt, perform, transmit, broadcast, sell, license or otherwise exploit any Platform IP unless it is Output Data (in which Users have the rights set out in clause 13.5) or unless they have express prior written authorisation from iFactFind. Any unauthorised use of Platform IP by Users is strictly prohibited.
13.3 Subject to the rights granted to iFactFind under clause13.4, Users will retain exclusive ownership and control of any Intellectual Property subsisting in any User Content which they share via, or submit or upload to, the Platform.
14.Disclaimers & Limitation of Liability
14.2 iFactFind is not responsible for User Content or other material that is created, or otherwise appears via the Platform. iFactFind does not endorse, support, represent or guarantee the accuracy, completeness or reliability of User Content appearing on the Platform and takes no responsibility for User Content submitted via the Platform, but maintains the right (without providing any notice to the User Account that uploaded the User Content or any other User Account) to remove, block, edit or monitor any User Content at iFactFind’s sole discretion, whether publicly viewable or otherwise.
14.3 The Platform may from time-to-time integrate with or host hyperlinks to third-party web services or host third-party information or content on the Platform. All third-party content is the responsibility of its author, and iFactFind does not endorse or represent the views or opinions contained therein. iFactFind is not responsible for any material contained on third-party web services, including without limitation as a result of Users accessing the Plugin Software, and any dealings between Users and third parties are Users’ sole responsibility.
14.4 Subject to the application of any Non Excludable Conditions, Users hereby release iFactFind from all claims and iFactFind is not responsible nor liable for any injury, illness, direct or indirect damage, loss (financial, reputational or otherwise) or consequential, exemplary or aggravated damages arising from any of the following matters (“Platform Matters”):
14.6 In the event any part of the Disclaimers & Limitations is not enforceable for any reason, then iFactFind’s maximum aggregate liability arising from or relating to any claim (or series of related claims) by a User, howsoever arising (whether based in negligence or any other tort, contract, statutory liability or otherwise, and including from or relating to the provision by iFactFind of the Platform or any associated services, or the conduct of any Users) shall not exceed the price paid for Fees by that User to iFactFind to use the Platform in the past 12 months.
16.Termination & Retention of Data
16.4 In the event that an Organisation Account is terminated:
16.5 iFactFind is unable to delete encrypted back-ups of User Content from a specific Organisation Account (if such back-ups exist) which is commingled with the User Content of other Organisation Accounts. If there are encrypted back-ups for an Organisation Account which are to be deleted, iFactFind will continue its usual procedure for creating encrypted back-ups such that the User Content for the specific Organisation Account in any existing encrypted back-ups is superseded and/or deleted, and iFactFind will also undertake not to extract User Content from any encrypted back-ups.
17.Jurisdiction & Choice of Law
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