Decode System Pty Ltd (Decode)
Terms of Service
Effective date: July 1, 2018
Welcome to Decode. Please read on to learn the rules and restrictions that govern your use of our websites, products, services and applications (the “Platform”).
1. About Decode
Decode is an online data and networking platform that builds, maps, benchmarks, analyses and connects innovation ecosystems. Our mission is to help ecosystems grow and become sustainable. We provide accessibility and inclusivity for all participants including startups, investors, accelerators, incubators, corporates, government organisations and universities.
2. Changes to Terms
We are constantly trying to improve our Platform, so these Terms may need to change along with the Platform. We reserve the right to change these Terms at any time, but if we do, we will bring it to your attention by placing notice on the Decode website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Platform. If you use the Platform in any way after a change to these Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by you and Decode.
4. Using the Platform
When you sign up to become a customer of Decode, you give us a licence to communicate, display and publish your name and logo (Trademarks) on our Website as well as in marketing and sales material for the limited purpose of identifying you as one of our customers. We will not otherwise use your Trademarks without your prior written consent.
As part of using the Platform, you may be required to sign up for an account and select a password and email or user name (your “Decode User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Decode User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. Your right to access the Platform is personal to you and you may not transfer your account to anyone else without our prior written permission.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. You will only use the Platform and Content in a manner that complies with all laws that apply to you. If your use of the Platform is prohibited by applicable laws, then you aren’t authorised to use the Platform. We can’t and won’t be responsible for your use of the Platform in any way that breaks the law.
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Platform and your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organisation or entity, you represent and warrant that you are authorised to agree to these Terms on that organisation or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organisation or entity).
5. Additional Restrictions Subject to Your Use of the Platform:
You represent, warrant, and agree that you will not contribute or submit any User Submission (defined below) or other materials or otherwise use the Platform or interact with the Platform in a manner that:
a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Decode);
b) Violates any law or regulation, including any applicable export control laws;
c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
d) Jeopardises the security of your Decode account or anyone else’s (such as allowing someone else to log in to the Platform as you);
e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
g) Runs any form of auto-responder or “spam” on the Platform, or any processes that run or are activated while you are not logged into the Platform, or that otherwise interfere with the proper working of the Platform (including by placing an unreasonable load on the Platform’ infrastructure);
h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Platform or Content (through use of manual or automated means);
i) Circumvents or attempts to circumvent any features, limitations, or restrictions of the Platform (including, without limitation, attempting to access, download, export, or otherwise use or exploit any Content using any automated means or tools);
j) Copies or stores any significant portion of the Content;
k) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Platform.
A violation of any of the foregoing is grounds for account suspension or termination of your right to use or access the Platform.
6. Your Rights with Respect to the Platform
The materials displayed, published or available on or through the Platform, including, but not limited to, text, graphics, data, articles, information, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Platform in any way (including through the Decode website, API, mobile applications, downloads, etc.). You will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you in a way that violates someone else’s (including Decode’s) rights. You may reference the Content with proper attribution to Decode or the applicable owner; however, any other uses of the Content require Decode’s prior written consent.
You understand that Decode owns the Platform. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, re-sell, sublicense, re-distribute, or otherwise exploit any aspect of the Platform.
Certain portions of the Platform may provide user-generated features that permit you to upload, submit, store, send, or receive certain content in addition to the all the content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or otherwise provided by the Platform.
Anything you post, upload, share, store, or otherwise provide through the Platform is your “User Submission.” You shall own and be responsible for all Submissions to the extent such Submissions are not content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information displayed and/or other proprietary property of Decode.
Decode reserves the right to remove any such Submissions which, in Decode’s sole discretion, violate the terms of this Agreement.
8. Confidential Information
All submissions that have been marked as confidential by You will not be disclosed by Decode, except to its employees, agents, or professional advisors. These submissions, however, may be de-identified and used to produce trends or insights on an industry or the overall ecosystem.
9. Use of Data and Content
Any information or content publicly posted or privately transmitted through the Platform is the sole responsibility of the person or organisation from whom such content originated, and you access all such information and content at your own risk. Decode is not liable for any errors or omissions in that information or content, or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Platform. We can’t guarantee the identity of any users with whom you interact when using the Platform and are not responsible for which users gain access to the Platform.
You are responsible for all Content you contribute, in any manner, to the Platform, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Platform.
Decode has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Services or by any third party that you interact with through the Platform. In addition, Decode will not and cannot monitor, verify, censor or edit the content of any Third-Party Services. By using the Platform, you release and hold us harmless from any and all liability arising from your access to or use of any Third-Party Service.
Your interactions with organisations and/or individuals found on or through the Platform, including payment and delivery of goods or services (if applicable), and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organisations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Decode shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site, or between users and any third party, you agree that Decode is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Decode, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Platform.
10. Platform Changes
We’re always trying to improve the Platform, so they may change over time. We may suspend or discontinue any part of the Platform, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Platform. We’ll try to give you notice when we make a material change to the Platform that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Platform at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
From time to time, Decode may require you to expunge some or all of the Content in your possession, and you will do so promptly upon request.
We reserve the right to charge for certain or all parts of the Platform. Certain aspects of the Platform require you to pay fees, for example, in order to access certain content or be able to download or export data. You agree to pay all fees which apply to your use of the Platform. Decode reserves the right to change any fees and pricing applicable to the Platform at any time upon notice to you (which may be sent by email or posted on Decode’s website). Your use of the Platform following such notification constitutes your acceptance of any new or increased fees.
Decode is also free to terminate (or suspend access to) your use of the Platform or your account, for any reason in our discretion, including your breach of these Terms. Decode has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
Additionally, upon termination of your account Decode may require you to expunge some or all of the Content in your possession, and you will do so promptly.
13. Additional Terms
Warranty Disclaimer. Neither Decode nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Platform, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Platform. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Platform.
Indemnity. You agree to indemnify, and hold Decode, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third-party claims relating to (a) your use of the Platform (including any actions taken by a third party using your account), and (b) your violation of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Platform account, in any way (by operation of law or otherwise) without Decode’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. Your use of the Decode and these Terms are governed by the laws of New South Wales, Australia.