1. Overview
    1. Knowledge Orchestrator Pty Ltd (we, us, our) operates and owns the platform named Knowledge Orchestrator with the domain name knowledge-orchestrator.com (Platform), a platform developed and owned exclusively by us.
    2. The organisation you are employed by or provide services to (Customer) has engaged us for the use of the Platform. The Customer has designated you (your, your) as an authorised user of the Platform, and these Terms and Conditions (Terms and Conditions) record an agreement between you and us for the purpose of your use of the Platform.
    3. We and our third-party licensors reserve the right to update, modify, replace, limit, and expand the Platform and its functionality.
    4. Prior to using the Platform, you should read these Terms and Conditions carefully.
  2. Acceptance of Terms and Conditions
    1. By using the Platform, you are accepting these Terms and Conditions and agree to be bound by them.
    2. These Terms and Conditions apply continuously and anew each time you use the Platform. We reserve the right to make changes to these Terms and Conditions from time to time without notice, and will take reasonable steps to notify you of these changes.
  3. Use
    1. To use the Platform, you may be required to supply the following information:
      1. Your name;
      2. Your email address;
      3. Any other information required to use the Platform
    2. Failure to supply correct User Data may result in you being unable to use the Platform as intended.
    3. We may use the User Data for the purpose of providing the functionality of the Platform and any related purpose. In order to do so, we may share the User Data with other parties, including stakeholders and contractors.
    4. Our use of any personal information provided within the User Data will be in accordance with our Privacy Policy available at knowledge-orchestrator.com/privacy-policy .
    5. You must not use the Platform for any unconscionable behaviour or activity, including but not limited to:
      1. Engaging in abusive, derogatory, discriminatory, or vexatious behaviour;
      2. Engaging in any activity that disrupts or corrupts the Platform or the networks that host the Platform; or
      3. Attempting to hack, reverse-engineer, disable, circumvent, or otherwise gain access to any security, database, or other secure aspect of the Platform.
    6. You may link to the Platform only:
      1. With our prior express permission;
      2. With the prior express permission of the Customer;
      3. In a way that is fair, unbiased, legal and does not damage or exploit our reputation; and
      4. In a way that does not suggest either express or implied any association or endorsement by us.
    7. You must remove or procure the removal of any link to the Platform immediately upon receiving notice from us to do so. We may give such notice at our absolute discretion without justification.
    8. You must not modify, adapt or hack the Platform or modify another website or software so as to falsely imply that it is associated with the Platform or us. You must use the Platform for its intended purpose. You may not use the Platform for any illegal or unauthorised purpose, including the transmission of malware.  You must not use the Platform to violate any laws in any jurisdiction, including but not limited to copyright laws. For the avoidance of doubt, you must not infringe upon the copyrights of any other person in using the Platform.
    9. You are solely responsible for maintaining the confidentiality of your account and credentials and you accept responsibility for all activities that occur under your account.
    10. Account sharing is not permitted, you are not permitted to transfer your account to any other person.
    11. If you believe your account is no longer secure, you must immediately notify us at support@knowledge-orchestrator.com.
    12. We may suspend or terminate your account or cease providing you with access to the Platform at any time without liability to you for any reason, including (without limitation) if we reasonably believe:
      1. You have breached these Terms; or
      2. You create risk or possible legal exposure for us.
  4. Intellectual Property
    1. Certain features of the Platform permit you to post and store content on the Platform, including messages, commentary, data, text, images and other types of works (“User Content“).
    2. Subject to any agreement between you and the Customer or any applicable law, you retain any copyright and other proprietary rights that you may hold in any User Content that you post or store on the Service.
    3. Your use of the Platform is pursuant to a non-exclusive license between you and us which is granted subject to these Terms and Conditions. Nothing in these Terms and Conditions or otherwise creates an assignment of any rights in the Platform or the Product beyond the ability to use it for its intended use.
    4. Nothing in these Terms and Conditions or otherwise creates the right for you to sublicense the Platform.
    5. You undertake not to reverse engineer, replicate, or otherwise copy the Platform. We reserve all our rights to seek compensation, damages, injunctions, or any other remedy available to us at law if any attempt to do so, whether successful or unsuccessful, is made by you or any of your affiliates.
    6. You must not reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform or any products ordered through the Platform, use of the Platform, or access to the Platform without our prior express written permission. We claim copyright and all other intellectual property rights over the Platform, its other products and services and reserve all of our rights.
    7. All intellectual property and ownership rights subsisting in the Platform (including the user interface and the software comprising the Platform), the data derived from use of the Platform, and any other documentation, information or materials that are supplied by us to you, remain our or our third-party licensors’ exclusive property. For the avoidance of doubt, nothing in this agreement assigns any ownership rights to you.
  5. Operation of the Platform
    1. You warrant that you will comply fully with all the Platform operating instructions. Any failure to comply fully with operating instructions may result in the sub-par or faulty performance of the Platform.
    2. In accessing and using the Service, you warrant and represent that:
      1. You have the necessary rights, consents and permissions to post and store your User Content;
      2. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not:
        1. infringe or misappropriate the rights (including intellectual property rights) of any person;
        2. defame or breach the right of privacy or confidentiality of any person;
        3. cause us to breach any applicable laws.
    3. Your User Content must not include material that is indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate.
    4. We accept no liability, and you release us from any such liability, associated with faults or errors caused by your non-compliance with all operating instructions.
    5. We may suspend the Platform for any one or more periods of time if we are unable to provide the Platform due to a fault or dysfunction with our servers.
  6. Modifications to the Platform
    1. We reserve the right to modify or discontinue, temporarily or permanently, the Platform and its other products and services with or without notice.
  7. Warranties
    1. You represent and warrant that we will not be liable for any direct or indirect expense, damage or injury (including indirect loss of revenue, profits, goodwill or business opportunity) howsoever caused, including arising directly or indirectly from or in connection with your use of the Platform.
    2. Subject to any of the rights you may have under Australian Consumer Protection Law, we exclude to the fullest extent possible all implied terms and warranties, whether statutory or otherwise, relating to the Platform or any other matter under these Terms and Conditions.
    3. The Platform is made available to you on an “as is” basis. We make no warranties, representations or conditions of any kind, express, statutory or implied as to:
      1. The operation and functionality of the platform;
      2. the accuracy, integrity, completeness, quality, legality, usefulness, safety and IP rights of any of the software content; and/or
      3. the products and services associated with the Platform or its content.
    4. We further disclaim all warranties, express, statutory or implied, including, but not limited to, implied warranties of merchantability, merchantable quality, durability, fitness for a particular purpose and/or non-infringement. No advice or information, whether oral or written, that you obtain from us shall create any warranty, representation or condition not expressly stated herein.
  8. Limitation of liability
    1. We disclaim all liability for any:
      1. indirect, special, incidental, punitive, exemplary, reliance or consequential damages;
      2. business interruption;
      3. network interruptions;
      4. loss or damage to reputation of us or any third party;
      5. loss of information or data;
      6. all liability for any loss or damage,
    2. relating to or arising from your use of the platform
    3. Your use of the Platform is at your own discretion and risk, and you will be solely responsible for any resulting loss or damage, including but not limited to, any loss of data or damage to your computer(s) or networks from viruses that may be downloaded to your computer in the course of using the software. Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to you. If you reside in such a jurisdiction, the above limitations shall apply to you to the fullest extent permitted under applicable law.
  9. Indemnity
    1. You defend, indemnify and hold harmless us, our members, managers, subsidiaries, affiliates, any related companies, contractors, licensors and partners, and the officers, directors, employees, agents and representatives of each of them, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of:
      1. Your access to or use of the Platform;
      2. Your violation of these Terms and Conditions;
      3. Any infringement by you of any intellectual property or other right of any person or entity.
    2. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you will cooperate with our defence of these claims. You will not settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  10. Transfer of rights and obligations
    1. These Terms and Conditions are binding on you and us and on our respective successors and assignees.
    2. You may not transfer, assign, charge or otherwise dispose of your rights or liabilities under these Terms and Conditions, or any of your rights or obligations arising under it, without our prior written consent.
    3. We may transfer, assign, charge, sub-contract or otherwise dispose of any of our rights or obligations arising under these Terms and Conditions, at any time without your prior consent.
  11. Force Majeure Events
    1. We will not be liable or responsible for any failure to perform or delay in performance of any of our obligations under these Terms and Conditions that is caused by events outside our control (Force Majeure Event).
    2. A Force Majeure Event includes any act, event, non- happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
      1. Strikes, lock-outs or other industrial action;
      2. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
      3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
      4. Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
      5. Impossibility of the use of public or private telecommunications networks;
      6. Epidemic, pandemic or other health emergency (whether declared or not), including without limitation lockdowns or any other restrictions imposed as a result of the COVID-19 pandemic or any other pandemic or epidemic at any time; and
      7. The acts, decrees, legislation, regulations or restrictions of any government.
    3. Our performance under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms and Conditions may be performed despite the Force Majeure Event.
  12. General
    1. To the extent permitted by law, we reserve the right to create, collect and / or store any metadata resulting from your use of the Platform. To the extent permitted by law, we may use metadata for a variety of functions including (but not limited to) conducting investigations, helping us manage and administer the Platform, for purposes of search engine optimisation and to drive traffic to the Platform. To the extent permitted by law, we reserve the right to share your information (including metadata) with government agencies and authorities to the extent this is required or requested of us.
    2. We may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, payment gateway and related technology required to run the Platform.
    3. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any of our employees, members, representatives, or officers will result in immediate termination of your access to the Platform.
    4. We do not warrant that:
      1. The Platform will meet your specific requirements;
      2. The Platform will be uninterrupted, timely, secure, or error-free;
      3. Any errors in the Platform will be corrected.
    5. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. The Terms and Conditions constitutes the entire agreement between you and us and govern your use of the Platform, superseding any prior agreements between you and us.
    6. Any part of these Terms and Conditions that is invalid, prohibited or not enforceable will not void the balance of the Terms and Conditions. All other parts will be enforced without regard to the invalid provision and continue to be valid in accordance with their terms.
    7. We make no representations or warranties that the content of the Platform complies with the laws (including intellectual property laws) of any country outside of Australia.
    8. Any queries about the Terms and Conditions should be sent to us by email at info@knowledge-orchestrator.com.
    9. These Terms and Conditions are governed by the laws of the state of Victoria in Australia. Disputes arising from your use of the Platform are exclusively subject to the jurisdiction of the courts of Victoria, Australia.
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