Master Service Agreement (MSA)

1.1. "Data" means electronic data provided to Us by or for You and Your agents, employees, contractors, and/or Users.

 

1.2. "Licensee" means the person or entity that has been issued a License for the GoXpro Instance

 

1.3. "Master Subscription Agreement" means the agreement agreed to by your Licensee which grants access to a GoXpro Instance

 

1.4. "Services" means products or services provided by Us to You including without limitation Free Services and the Subscription Service.

 

1.5. "GoXpro Instance" or "Instance" means the specific instance within the GoXpro Subscription Service that is provisioned for Your use.

 

1.6. "Subscription Service" means the GoXpro Software as a Service (SaaS) offering provided via the Internet.

 

1.7. "User" means any individual that has access to log in to Your GoXpro Instance.

 

1.8. "We", "Us", "Our" or "GoXpro" means goXpro Pty Ltd ACN 169 502 014, incorporated in New South Wales, Australia, and its Affiliates.

 

1.9. "You", "Your" means you, the person accessing our Services

 

 

We are the custodians of GoXpro Services. We keep the Services up and running, issue licenses to use the Services, and perform maintenance and enhancements to the Services. We license Our Services to your Licensee via a Master Subscription Agreement.

 

Your Licensee is the person or entity that provisions and manages a GoXpro Instance as well as all the data it holds. This is usually the company that you work for. They enter into our Master Subscription Agreement upon provisioning their GoXpro Instance. Your Licensee is the one that grants you access to GoXpro Services, and specifically their GoXpro Instance. We grant your Licensee permission to use Our Services via their GoXpro Instance which includes functionality to add and manage user accounts and records such as yours.

 

You are a User of your Licensee's GoXpro Instance under the terms of the Master Subscription Agreement granted to your Licensee. Although you are personally not directly party to the Master Subscription Agreement, as a condition of access you are personally required to agree to and abide by these Terms of Use.

Information that you submit to your Licensee's GoXpro Instance is owned and managed by your Licensee as detailed in Section 8.0 (Ownership).

 

In accessing Our Services, you agree that you will not:

I. Hack or attempt to otherwise attempt to compromise the Services;

II. Circumvent security controls;

III. Attempt to use any method designed to disrupt our Services including without limitation denial of service attacks;

IV. Attempt to steal data, information, software source code, or any other property;

V. Reverse engineer Our software;

VI. Use our services for any illegal activity;

VII. Attempt to coerce Users into revealing private information, passwords, or to solicit money including without limitation social engineering techniques;

VIII. Attempt to upload any virus, malware, or other malicious software to our servers;

IX. Use any device, software, process or means to interfere or attempt to interfere with the proper operation of our Services;

X. Use any automated device or script to attempt to retrieve, access, index, or "scrape" content from our Services (excluding authorized API integrations);

XI. Undertake any activity that results in excessive traffic demands on Our infrastructure;

XII. Violate any rights of a person including copyright, intellectual property or privacy rights;

XIII. Use Our Services to transmit spam, promotional material, contests, junk email, or other such commercial activities

XIV. Not disclose any security-related vulnerability that you may discover to any party until a period of at least 48 hours after having notified Us.

XV. Access the Services if You are Our direct competitor;

XVI. Access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes;

XVII. Upload or store any information or data on our servers that may infringe a third party's copyright, trademark or intellectual property rights

XVIII. In accessing Our Services, you agree that you will:

i. Immediately report to us any suspected security vulnerability that you may discover;

ii. Secure your account using a strong password that is not shared with anyone and is kept secret;

 

Your access to Our Services is permitted through the Master Subscription Agreement issued separately and agreed to by your Licensee, however your access is granted by your Licensee.

 

Access to Our Services is managed and administered by GoXpro Administrators delegated and managed by your Licensee. We do not control, nor cannot be held accountable for your access, lack of access or termination of your access to Our Services which is controlled exclusively by your Licensee.

 

Notwithstanding the stated Access Rights in Section 5, We always reserve the right to disable or terminate your access if we deem that:

i. You are in breach of these Terms of Service; or

ii. We are required to do so by law

 

 

You may stop using the Services at any time. You agree and understand that any data you have entered into our systems will continue to be governed in accordance with Section 8 (Ownership).

 

The privacy of Your information shall be governed by Our Privacy Policy which is available at the following location: https://www.goxpro.com/privacy-policy1

 

Your information may also be governed by additional Privacy Policies including any covered in the Master Subscription Agreement.

 

You agree that any Data that you submit or upload to your Licensee's GoXpro Instance becomes the property of your Licensee. Your Licensee has full rights to access and use the data, and the data is also subject to their policies. You should therefore be informed of the policies of your Licensee when volunteering data to their GoXpro Instance.

 

We are not authorized to delete, modify, reveal or otherwise administer Your Data without the express consent of your Licensee. Only your Licensee is authorized to perform those actions, or to request that We or another party perform them on their/Your behalf.

 

If your Licensee has engaged with us via one of our reseller partners, Data you submit or upload to our Services may also be accessed by the reseller partner and may be also subject to their policies. If in doubt, check with your Licensee.

 

We host user-generated content from Users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to stop viewing the content. You may also report the content to your Licensee.

 

Except where expressly stated otherwise, material is provided as general information only. It is not intended as advice and must not be relied upon as such. You should make your own inquiries and take independent advice tailored to Your specific circumstances prior to making any decisions.

 

By uploading Your content to the Services, You agree that you have:

i. All necessary licenses and permissions, to use and share Your content; and

ii. The rights necessary to grant the licenses in these terms

 

Our software is not sold to You and all rights, title, and interest in and to all GoXpro intellectual property rights, software, methods, patents and trademarks are owned exclusively by Us, notwithstanding any other provision in this Agreement. Except as expressly provided in this Agreement, We reserve all rights and do not grant You any rights, express or implied or by estoppel.

 

In no event shall We be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit, loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits suffered or incurred by or awarded against you under or in any way connected with this Agreement or Our Services. Notwithstanding anything to the contrary herein, the aggregate liability of Us and Our related affiliates to you for any cause of action whatsoever and regardless of the form of the action, will at all times be nil.