This Agreement constitutes a binding a legal agreement made between Loop Platform Pty Ltd ACN 610 813 548 (“we”) and the user (“you”) regarding the service we provide through any of our mobile device applications or corresponding website.
Our provision of the service is conditional upon your acceptance of this Agreement. By registering for our service or using any part of our service you agree to this Agreement.
When reading this agreement, please note that the definitions of capitalised phrases (like “Service”), and rules of interpretation, set out in clause 16 apply.
1.1 Subject to termination or suspension of the Service under clause 8, from the date that we accept your registration by issuing or accepting a Login (see clause 4 below) we will provide the Service to you in accordance with this agreement.
1.2 Upon registration for the Service you may choose, or may be are allocated to, a particular category of user (being either a student, teacher or leader) and may be registered as being connected with the relevant Client (if any) of ours. The extent of the Available Content, and functionality of the Ziplet App, that can be accessed by you will depend upon your user category, subscription type and registration of your connection with the Client. We or an administrative user associated with the Client (if any) may change your user category from time to time or remove your registered connection with the Client.
2.1 You must abide by the following rules, when accessing or using the Service, including any functions enabling you to submit or post Content or to interact with others.
2.2 You agree not to use the Platform for any unlawful purpose and not to violate any applicable local, state, national or international law. You must not, and must not permit any other person to, use the Platform or the functionality and information it provides in any way which is offensive, could damage our reputation or the reputation of the Platform, or results or could result in loss or damage to any person.
2.3 You agree not to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others.
2.4 You agree not to submit through the Platform or use any information derived from use of the Platform where such information compromises another person’s privacy or breaches confidentiality.
2.5 You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
2.6 You agree not to submit Content that contains material that is inappropriate, tasteless, unlawful, threatening, abusive, hateful, profane, defamatory, obscene, pornographic, racially vilifying or indecent.
2.7 You agree not to submit Content that is of inappropriate or vexatious.
2.8 You agree not to violate the property rights of others, and you agree not to post any Content that infringes any patent, trade mark, trade secret, copyright or other proprietary rights of any party.
2.9 You must not attempt to gain access to any Content accessible through the Platform that is not intended to be accessed by you by the provider of the Content.
2.10 You agree not to upload files, or cause users to upload files, that contain viruses, worms, "Trojan horses", corrupted files, or any similar software or programs that may adversely affect the operation of another's hardware.
2.11 You agree not to advertise any goods or Platforms. "Junk mail", "spamming", "chain letters", "pyramid schemes" and similar activities are strictly prohibited.
2.12 You agree not to solicit anyone to buy or sell products or services, or to make donations of any kind.
3.1 Without limiting any other right of ours under this Agreement, we may (but are not obliged to) remove or take down any Content that you provide via the Service that is inconsistent with clause 2.
3.2 Although other users of the Service are subject to standards of conduct and rules in relation to Content (such as in clause 2), you agree and acknowledge that:
3.3 You may report inappropriate Content or other misuse of the Platform by others through email@example.com We may (but are not obliged to):
4.1 As part of the process of your registration as a user of the Service, we will issue to you or approve (subject to any validation process) a single user ID and password, which together are referred to as a “Login”.
4.2 You must keep your Login strictly confidential and not share it with any other person. You must store it securely at all times and change your password using the mechanism provided through the Service upon becoming aware that the password may be lost or stolen, or becoming aware or suspecting that another person knows the password, or has used your Login without your authority.
4.3 You are liable for, and we may rely upon, all use of the Service, and all instructions, communications and Content submitted via the Platform or to us in connection with any use of the Login, including where the information or communication is submitted:
Without limiting the above, we are entitled to treat all use of the Service made using the Login as use by you and that you have authorised.
5.1 You agree and acknowledge that your use of the Ziplet App on a mobile device may incur data charges.
5.2 You must ensure that any Content you provide to us as part of your registration or your use of the Ziplet App is and remains true, accurate and current and must promptly update it via the Service to reflect any change.
6.1 We may modify, update, add to or remove functionality of the Ziplet App (including any Ziplet App) or Service from time to time without notice to you. We may at any time require that you download and install the latest version of the Ziplet App and any updates before continuing to use the Service. It is your responsibility to ensure that you have obtained the most up to date version of the Ziplet App at any given time.
6.2 We may from time to time in our discretion provide support in relation to the Ziplet App.
7.1 Except as required under any consumer protection law (including the Australian Consumer Law) we do not provide any guarantee or warranties in relation to the Ziplet App or Service.
7.2 Further to clause 7.1, to the extent permitted by law we exclude all warranties and representations that the Ziplet App or Service will:
7.3 We may keep a back-up of data transmitted through the Ziplet App or Service but, except to any extent required by law, we are not obliged to do so and do not guarantee that we will keep any such data for any given period time of time.
7.4 Further, the remedies for breach of contract or any breach of any consumer protection law shall be limited to the minimum remedy that may be required by law in any respect of any such breach. Without limiting the foregoing, to the extent possible we exclude all liability for:
7.5 To the extent permissible at law, our total liability to you arising in relation to any calendar year will be limited to the amount (if any) you have paid for your access to the Ziplet App or Service in that calendar year.
7.6 Subject to any law to the contrary, you must at all times indemnify and hold us and our directors, officers, employees and agents (“those indemnified”) harmless from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified from any proceedings against those indemnified where such loss or liability was (without limitation) caused by: (a) a breach by you of your obligations under this Agreement; (b) any wilful, unlawful or negligent act or omission by you; or (c) any use of or reliance on the Ziplet App or Service.
8.1 We may at any time with immediate effect do any of the following (in our discretion):
8.2 We may also suspend access to, or use of, the Service at any time without notice to you if necessary or desirable to conduct maintenance or repair of relevant equipment, software or systems.
9.1 You may at any time terminate this agreement by notice to us. Unless expressly agreed with you or our Client, and unless required by law, termination by you of this agreement does not affect any obligation of yours, or of our Client, to pay us any fees due at the time, or entitle you or our Client to any refund of any payments made
9.2 Without limiting any other right or remedy hereunder, we may terminate this Agreement without prior notice if you:
9.3 Clauses 3, 4, 7, 8, 9, 10, 11 and 12 will survive any termination of this Agreement.
9.4 If you terminate this agreement then we will also de-identify your account if you notify us to request it.. When we de-identify your account we will delete the name and address details included in the registration of your account (and any other copies of them used by the Ziplet App). We will also delete Content that you have provided via the Ziplet App, except to the extent that any of that Content that has become part of the Content associated with another user (as it is impractical for us to delete that).
10.2 You agree that we own, or use under licence, all Intellectual Property associated with the Ziplet App or Service and any other materials or Content created by us or on our behalf (including but not limited to images, photographs, animations, video, audio, text, software code, functionality, the interface and accompanying printed or marketing materials). Your license to use that Intellectual Property is strictly as set out in the End User Licence Agreement. All other rights are reserved.
10.3 Except if and to the extent only expressly permitted at law, you must not copy, decompile, reverse engineer, rent, lend, sell, redistribute, sublicense, attempt to derive the source code of or modify all or any part of the Ziplet App, nor create any derivative works of all or any part of the Ziplet App.
10.4 “Ziplet” and corresponding logos are trade marks of Loop Holdings Pty Ltd, used under licence by Loop Platforms Pty Ltd. You must not use them without our express permission.
10.5 If any third party claims that the Ziplet App or Service infringes their Intellectual Property you agree that we shall be solely responsible for the investigation, defence, settlement and discharge of any such claim..
12.1 We may amend or replace this agreement from time to time, with or without prior notice to Users, by posting an updated agreement to the Ziplet App. Any updated agreement becomes effective as soon as it is posted. If any updated agreement constitutes a material change to this agreement, then we will endeavour to post an announcement through the Ziplet App or notify you by email. Your continued use of the Ziplet App following any amendment constitutes your acceptance of any updated agreement. If you do not agree to any updated agreement you must cease use of the Ziplet App
13.1 You must send any notice or other written communication to us under or in connection with this agreement by email to the address below, unless we notify you of a change of the relevant address. We may send you notices or other written communications via the Ziplet App
13.3 Each party must ensure that at all times the contact details (including email address) applicable to it under this clause is current, and endeavour to ensure it is operational.
13.4 An email will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.
14.1 We may at any time, without your consent, assign any or all of our rights under this Agreement and subcontract any or all of our obligations under this Agreement.
15.1 This Agreement is subject to the laws of the State of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.
16.1 In this Agreement the following expressions have the following meanings:
Available Content means Content provided by other users or third parties that is accessible to you through the Ziplet App.
Client means the institution or school (if any) that has paid for your access to the Service.
Content means any information, question, data, documents, pictures, graphics, video, audio, text or other content, in each case in any form.
Client Agreement means the relevant agreement between our Client and us that provides for your use of the Service in connection with our Client.
End User Licence Agreement means the separate User Software Licence Agreement between you and us regarding our licence to you of the relevant mobile device application.
Intellectual Property means any intellectual property rights in existence now or coming into existence in the future anywhere in the world and includes rights in respect of copyright, trade marks (whether registered or unregistered), inventions, patents, designs (whether registered or unregistered), confidential information and know how.
Service means the service (as varied from time to time by us) that we provide via the Ziplet App for you or others to ask a question or send any other communication, and for others or you to receive communications, including:
and any functionality or service (including any support) that we provide in connection with the foregoing, but excludes the separate licensing of any Ziplet App to you under the End User Licence Agreement
Unacceptable Content means Content:
Ziplet App means our mobile device applications, our website that provides functionality similar to our mobile device applications, and all included programs, data, user interfaces and printed or electronic documentation.
16.2 In this agreement unless the context otherwise requires: