User Terms and Conditions

Any reference in these Terms and Conditions to “We”, “Us”, “Our” or any similar reference to the first person means whether uppercase or lowercase Produxiom Systems Pty Ltd (ABN 26 677 015 799).

Any reference in these Terms and Conditions to “You”, “Your” or any similar reference to the second person means any Customer or Authorised User that uses the Produxiom Platform.

The words listed below have the following meanings when used in these Terms and Conditions:

1. Administrator means an Authorised User nominated by the Customer in writing to Us. The Administrator will have permission to complete platform set-up tasks, including adding Authorised Users to a Subscription, subject to these Terms & Conditions.

2. Authorised User means any person that has been nominated by the Customer and approved by us to use or access the Produxiom Platform.

3. Confidential Information means our confidential information and that of our related entities including without limitation, all information and content as part of the Subscription, but excludes any information which:

   1. Is in, or enters, the public domain, otherwise than as a result of a breach by You of these General Terms or any special conditions other obligation of confidence; or

   2. Was developed independently by You, without the use of the whole or any part of our confidential information or Produxiom Intellectual Property.

4. Commencement Date means the first date upon which a Subscription is to commence.

5. Customer means the entity named in a Produxiom® Subscription Agreement as subscribing to the Produxiom Platform.

6. Customer Data means any data, trademark, logo, image, information (including personal information or data) or content which is stored on the Produxiom Platform by you, or which is provided by you to us to be stored on the Produxiom Platform to enable access by you to the Produxiom Platform, or to enable us to provide any additional services agreed between you and us.

7. Customer Intellectual Property means any Customer Data used by any party for the purpose of upload or storage to the Produxiom Platform.

8. Data Breach means any actual or suspected misuse of or damage to, accidental or unauthorised access to, disclosure, processing or destruction of any personal information contained in Customer Data.

9. Feature means the function or tool that is available for Use in a Subscription, depending on the applicable Subscription Tier of the Customer.

10. Policy means any policy referred to in these Terms and Conditions and includes, without limitation, our Privacy Policy.

11. Produxiom Intellectual Property means, whether registered or unregistered, anything proprietary to Us, domain names, registered designs, unregistered design rights, copyright, know how, trade secrets and rights in confidential information (including Confidential Information of ours as defined in this clause 1.3(c)), URLs, patents, trademarks and all and any other intellectual property rights, and including all applications and rights to apply for any of the same.

12. Produxiom Platform means any website or mobile application that we operate or provide functions of Produxiom through, including the Produxiom website (https://produxiom.com.au/), and includes any services, content, Subscriptions and benefits agreed between you and us in the subscription Agreement.

13. Subscription means offering access to the Produxiom Platform or certain features of it on a recurring paid subscription basis.

14. Subscription Period means the minimum period, commencing from the Commencement Date, within which access is granted to You.

15. Subscription Tier means the level of subscription as agreed to in the Subscription agreement, which describes the Features that are to be included in a Subscription.

16. Terms and Conditions means the terms and conditions on this website, which may be updated from time to time, and includes any Policies referred to in the Terms and Conditions.

17. Third Party Service means any product or service provided by third party not named in these General Terms and Conditions or Subscription agreement.

18. Use or Usage means any input or output of the Produxiom Platform and includes the distribution and/or reproduction by any means, including by electronically or digitally or any other form of publication or display by You.

From time to time, we may make changes to the features or functionality of the Produxiom Platform, or change or replace any part of these Terms and Conditions by posting updated or amended Terms and Conditions to our website.

We will provide you notice of any change to our Terms and Conditions changes via email or in your account. Generally, we will provide 30 days’ notice of any change to these Terms and Conditions, unless we need to make changes immediately for reasons that cannot be reasonably controlled such a mandatory statutory or regulatory requirement.

If we decide to stop offering some Features in the Produxiom Platform or other services, we may terminate your access to such Features or services by providing written notice to you. If you are not in breach of the Terms and Conditions, we will refund any prepaid fees that relate to the terminated features or services on a pro-rata basis to the Customer where applicable.

You agree to do the following when using the Produxiom Platform:

1. make sure that any information you provide to us is complete, accurate and not misleading;

2. keep your usernames, passwords, and any other account login information secure;

3. own or have permission to provide Customer Data (including any personal information contained in Customer Data and any Customer Intellectual Property) to us or otherwise enter it into the Produxiom Platform;

4. notify us immediately of any use of the Produxiom Platform that you reasonably suspect to be in breach of these Terms and Conditions, and use reasonable efforts to stop any such use of the Produxiom Platform; and

5. maintain any equipment and ancillary services needed to connect to, access or otherwise use the Produxiom Platform, including, without limitation, modems, hardware, servers and the like.

You must not do any of the following when using the Produxiom Platform:

1. decompile, reverse engineer, disassemble, rent or sublicense anything on the Produxiom Platform;

2. copy, distribute, modify or make derivative works of any of our content or use any of our Produxiom Intellectual Property in a way not expressly permitted by us in writing;

3. introduce or upload anything to our services that includes viruses or other malicious code, or otherwise undermine the security or integrity of the Produxiom Platform;

4. use the Produxiom Platform in any way that might impair functionality;

5. share or use the Produxiom Platform in any manner that makes the Produxiom Platform accessible for usage in any public or private artificial intelligence application, or AI machine learning device; and

The Customer is solely responsible for any loss of data or functionality caused directly or indirectly by its Authorised User. We do not accept responsibility or liability for access to or Use of Customer Data by any of the Authorised Users.

This clause is subject to our separate Privacy Policy to which your Use of the Produxiom Platform constitutes agreement.

If there is a Data Breach affecting Customer Data, we will comply with our obligations to notify and assist you and to remediate the Data Breach under any data protection laws that apply to you or the Customer Data.

If you believe that there may have been a Data Breach impacting the Produxiom Platform, you must notify us as soon as possible and in any event within 24 hours of you becoming aware of the Data Breach.

If a Data Breach happens, you:

1. must fully cooperate with us in investigating and remediating the Data Breach to prevent serious harm being caused to individuals using the Produxiom Platform;

2. must not notify any regulator, individual or other third party without our prior written consent unless such notification is required by law; and

3. agree that we have absolute discretion and are responsible for:

   1. assessing whether individuals using the Produxiom Platform could suffer serious harm;

   2. determining if notification is required to affected individuals and any regulators;

   3. all correspondence and dealings with regulators and affected individuals, including the form, content and timing of any notices;

   4. determining the remediation strategy; and

   5. the costs of any of the above activities.

We do not own the Customer Data. You grant us a licence to use, copy, store, transmit, analyse, and back up Customer Data, for the purpose of providing the Produxiom Platform, and to enable your Use of the Produxiom Platform.

Authorised Users will retain ownership of personal information or data contained in Customer Data, together with information relating to services provided directly between you and us that do not relate to any organisation your account is connected with.

The Customer nominated in the Subscription agreement will own Customer Data including any personal information in Customer Data relating to you and your current or former Authorised Users.

You understand that use of the Produxiom Platform necessarily involves transmission of Customer Data over networks that we do not own, operate, or control, and that we are not responsible for any Customer Data lost, altered, intercepted or stored across such networks. We will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control.

We will use our best reasonable endeavours to make available for the Customer backups of any Customer Data and work, displays, designs or other Produxiom Intellectual Property created by the Customer on the Produxiom Platform (including any historical work generated or modified using the Produxiom Platform). These copies may be available in a format reasonably suitable for us to export to the Customer, and may include, by way of example, a PDF or spreadsheet format. Such Customer Data backup or data migration may attract a separate fee, to be agreed in the Subscription agreement.

The Customer shall provide Thirty (30) days’ notice to us for any request to receive backup copies of any data referred to in clause 5.5. We agree to notify the customer if the request is in any way unreasonable, including if the date or format for data export is unreasonable. We agree to use our best reasonable endeavours to transfer the relevant data to the Customer.

We are the sole owner of the Produxiom Platform, other than any Third-Party services in the Produxiom Platform which are subject to their relevant licences.

All Produxiom intellectual property rights in the Produxiom Platform, including copies, modifications, updates or new releases, vest with us or our licensors.

You assign to us the Produxiom intellectual property rights for Produxiom in suggestions, ideas, enhancement requests, or other feedback you provide to us relating to the Produxiom Platform or any other services we provide. You assign to us any Produxiom intellectual property rights in property or information created by use of the Produxiom Platform. You grant us a royalty-free and sublicensable license to display, host, copy, store and use your Customer Intellectual Property solely to the extent necessary to provide the Subscription to you.

Nothing in these Terms and Conditions creates an assignment or transfer of any kind of any of our Produxiom Intellectual Property Rights to you. No rights or licenses are granted except as expressly set out in these Terms and Conditions.

The Customer and Authorised Users warrants that it has all necessary rights and titles in the Customer Data and that any storage or use of Customer Data by us in the Produxiom Platform will not breach the intellectual property rights of any third party.

Subject to these Terms and Conditions, the Customer shall grant to us a limited, non-exclusive and non-transferable licence to copy, store, configure, perform, display and transmit any Customer Data to the extent that is required to provide the Subscription.

Subject to Clauses 6.3, 6.6 and 6.8, the Customer shall retain ownership of any intellectual property rights including any confidential information in the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to us as part of the Subscription.

We shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Subscription and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Customer may:

1. use such information and data to improve and enhance the Subscription and for other development, diagnostic and corrective purposes in connection with the Subscription and other offerings; and

2. disclose such data solely in aggregate or other de-identified form in connection with its business.

You must treat as confidential all of our Confidential Information, and you agree to not disclose any such Confidential Information to any third person, except where the Confidential Information is required by you to be disclosed by law.

No rights or licences are granted except as expressly set out in these General Terms and Conditions and any Subscription agreement.

We agree to treat all Customer Intellectual Property or information provided by you as confidential. We reserve the right to use such information, including any trademark, logo or imagery, for any purpose necessary to fulfil our obligations under these General Terms.

You may terminate your Authorised User access by contacting us if all of your outstanding payment (if applicable) or other obligations under these Terms and Conditions are satisfied.

We may terminate or suspend Authorised User access to the Produxiom Platform, this agreement and the Subscription agreement (either in whole or in part) immediately by notice to you if you (or any Authorised User):

1. commit a material breach of these Terms and Conditions and do not remedy the breach within Thirty (30) days of receiving notice of the breach.

2. commit a material breach of these Terms and Conditions and the breach cannot be remedied;

3. fail to pay any fees to be paid under these Terms and Conditions or Subscription agreement;

4. infringe our Produxiom Intellectual Property rights; or

5. you or your business becomes insolvent, goes into liquidation or has a receiver manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

If we suspend your use of the Produxiom Platform under these Terms and Conditions:

1. we will continue to charge you for any fees during the suspension period and you must pay any outstanding fees before we can resume providing access to the Produxiom Platform; and

2. we will only resume your access to the Produxiom Platform after you have resolved the matter that caused the suspension to our reasonable satisfaction.

You indemnify us, each of our directors, officers, employees, agents and licensors against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of directly or indirectly, or in connection with:

1. Your breach of these Terms and Conditions; or

2. Any wilful, unlawful or negligent act or omission by you; or

3. Any third-party claims against us relating to your use of the Produxiom Platform, Customer Data or any third-party service (except where we breach these Terms and Conditions or where we are negligent).

We warrant, to the best of our knowledge, that the Produxiom Platform is reasonably accurate, and that reasonable care and skill has been used in the provision of all services to you.

You acknowledge that Use of the Produxiom Platform does not constitute legal advice. We are not providing advice as a law firm nor do We provide any other form of legal advice. Use of the Produxiom Platform does not create a lawyer-client relationship with Us or any other related entity or with any principal or lawyer of that entity.

Notwithstanding clause 17.2 above, a lawyer-client relationship may be created for Use of the Produxiom Platform to provide legal advice if express written agreement is reached between You and FoodLegal Pty Ltd. The lawyer-client relationship may be created between the Customer and FoodLegal Pty Ltd, or any related entity (or employee of any related entity) of Us.

To the maximum extent permitted at law, the accuracy, completeness, currency or adequacy of the Produxiom Platform is not warranted or guaranteed and your Use of the Produxiom Platform is at your own risk. We warrant that reasonable efforts have been taken to ensure the accuracy of the Produxiom Platform is maintained.

Subject to the maximum extent permitted by law, in no event will any party be liable to the other party for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.

Subject to the maximum extent permitted by law, we will not be liable to you or any third party in connection with these Terms and Conditions in any way for:

1. Your breach of these Terms and Conditions;

2. Loss or corruption of Customer Data, although in these circumstances we will take reasonable steps to attempt to recover Customer Data from our available backups; or

3. Any delay or failure to perform obligations under these Terms and Conditions due to events that are beyond our reasonable control, including failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.

Subject to the maximum extent permitted by law, the total cumulative liability for each party for all loss, damage, cost or expenses (including legal costs) suffered by the other party for all claims of any kind in connection with these Terms and Conditions is limited, in aggregate total, to the fees (including subscription fees) paid or payable by you to us in the 6 months immediately before the date the claim arose.

The exclusion of liability under the above clauses and the limitations will not apply to liabilities arising out of your indemnification obligations under these Terms and Conditions.

You acknowledge that the limitations and exclusions of liability contained in these Terms and Conditions are intended to operate for the benefit of Us and our affiliates, and agree to indemnify us for all amounts claimed by you or any of your affiliates to the extent that such amounts, in aggregate, are of a type of loss which would otherwise be excluded under clauses 18.1 and 18.2 or that exceed any other limitation of liability.

Some of the products and services available through the Produxiom Platform are provided by third party providers (Third Party Services). You agree that our use of Third Party Services is reasonable and necessary to fulfil our obligations under these Terms and Conditions and the Subscription agreement.

Your use of any Third Party Service is subject to any additional terms and conditions that apply to that Third Party Service. You are responsible for reviewing and agreeing to such third party terms and conditions including how the Third Party Service may use Customer Data and Customer Intellectual Property.

If you do not agree to the terms and conditions that apply to a Third Party Service, then we may suspend or cancel your account or limit the relevant functionality on the Produxiom Platform.

Unless we otherwise specifically state, we do not endorse or make any warranties or representations about any Third Party Services.

We disclaim all liability for any Third Party Services and for the acts or omissions of any third party provider of Third Party Services.

These Terms and Conditions shall be governed by the laws (including Federal or State laws) applying in the State of Victoria and the parties agree to submit to the non-exclusive jurisdiction of the courts operating in the State of Victoria.

Any terms that by their nature should continue to apply after termination of these Terms and Conditions will continue to apply. If any part or provision of these Terms and Conditions 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 these Terms and Conditions will be binding on you and us.