Terms of Use

  1. Overview

    1. This website and its domain name encompass the Graid Service (Graid, Website, Service) and is operated by Blue Orange AI Pty Ltd ACN 626 594 661 (Blue Orange AI, we, us, our).

    2. These are the terms on which you access and use the Website, and on which we supply the Service to you. By accessing, using and remaining on the Website, you acknowledge that you have read, understood and agree to be bound by these Terms of Use and all applicable laws and regulations. If you do not agree with these Terms of Use, our Privacy Policy available at www.graid.com.au and the relevant laws, you are prohibited from using or accessing this Website.

    3. These Terms of Use tell you who we are, how we will provide the Service to you, what to do if there is a problem and other important information. If you wish to discuss these Terms of Use, please contact us to discuss by telephoning our customer service team at +61402747928 or by writing to us at 80 Bridge St Lane Cove, NSW 2066.

    4. We may change the terms of these Terms of Use from time to time for any reason by posting the changed terms on the Website. Continued use of the Website or the Service by you constitutes your binding acceptance of such changes. This document was last updated on 17 October 2018.

  2. Your use of the Service

    1. You are granted a terminable non-exclusive and non-transferable licence to access and use the Website and Service for the purpose of assessing your proficiency in the use of English.

    2. Blue Orange AI makes no representation or warranty as to the accuracy of this assessment.

  3. Subscription to use the Service

    1. In order to access the Service you must:

      1. purchase a subscription through the Website (Subscription);

      2. pay all applicable fees to Blue Orange AI (Subscription Fee); and

      3. register for an account and password through the Website (Account).

    2. Once you have completed the registration process, you will be a registered member of the Website (Member) and will be granted access to the Service from the time you have completed the registration process until the subscription period expires (Subscription Period).

    3. Access to password protected portions of this Website is available only during the Subscription Period specified by your payment confirmation.

    4. You may not use the Service and may not accept the Terms of Use if:

      1. you are below eighteen (18) years of age; or

      2. you are a person barred from receiving the Service under the laws of Australia or other countries including the country in which you are resident or from which you use the Service.

  4. Your Obligations as a Member

    1. As a Member, you agree to accept responsibility for the following:

      1. maintaining the confidentiality of your Account and password;

      2. restricting access to the material available on the Website to you as a member (Material) from anyone other than yourself;

      3. using the Service only for the purposes that are permitted by these Terms of Use and any applicable law or regulation in the relevant jurisdiction; and

      4. all activities that occur under your Account and password.

  5. Termination of your Account

    1. Without limiting these Terms of Use, you may terminate your Account at the end of your Subscription Period.

    2. Without prejudicing its other rights under the Terms of Use or at law, Blue Orange AI may terminate your Account and your access to the Website with immediate effect if:

      1. you violate any provision of the Terms of Use; or

      2. Blue Orange AI is required to do so by law.

    3. Upon termination of your Account, you must destroy any Material that has been downloaded from the Website and is in your possession, whether in electronic or printed format.

  6. Payment

    1. You agree to pay Blue Orange AI the Subscription Fee during the Subscription Period. You must make payment of the Subscription Fee by way of a valid credit card payment. The Subscription Fee is payable in advance for the Subscription Period.

    2. You acknowledge and agree that the Subscription Fee is non-refundable and non-transferable, except as required by law. If you elect to cancel your Subscription at any time during the Subscription Period, you will not receive a refund of the Subscription Fee previously paid to Blue Orange AI, except as required by law.

  7. Security

    1. You acknowledge and agree that:

      1. the Website, in whole or in part:

        1. may contain information derived from third party sources;

        2. may not be operational or available at any time, or may contain material with technical, typographical, or photographic errors;

        3. may contain information that is not accurate, complete, or current; and

        4. is unencrypted, and that there are security, privacy, data loss and confidentiality risks inherent in accessing or using unencrypted websites such as the Website (Website Risks);

      2. the Website may contain links to other websites operated by third parties, including the websites of entities with which we have a business relationship (Third Party Websites), and your access to, and use of, those Third Party Websites will be governed by any separate terms of use, privacy and security policies provided by the operator of the relevant Third Party Website;

      3. Blue Orange AI has not reviewed all of the Third Party Websites and is not responsible for the content of the Third Party Websites. The inclusion of any link on the Website to a Third Party Website does not imply endorsement or approval by Blue Orange AI of the Third Party Websites or of the owner or operator of the Third Party Website. If you use or rely on a Third Party Website you do so solely at your own risk;

      4. at all times while accessing or using the Website, you must comply with all applicable laws, statutes, ordinances and regulations in any relevant jurisdiction relating to your access to, or use of, the Website and these Terms of Use;

      5. you assume all responsibility relating to:

        1. any Website Risks, including taking any precautions to address those Website Risks (such as encrypting confidential transmissions, backing up any data and protecting your system or device with a firewall);

        2. your access to, or use of, the Website, including relating to any content, information and other materials you access or transmit via the Website;

        3. access to, or use of, the Website that occurs in connection with your Account, password, system or device, including if you permit another person to use your Account, password, system or device; and

        4. the risk that your computer, software or data may be damaged by any virus transmitted by the Website or by any Third Party Website, and for the security of your system, device, data and any transmissions you make or receive (including password security and safeguarding against hackers, viruses or other malicious code);

      6. the risk that your computer, software or data may be damaged by any virus transmitted by the Website or by any Third Party Website, and for the security of your system, device, data and any transmissions you make or receive (including password security and safeguarding against hackers, viruses or other malicious code);

      7. we may:

        1. collect, use, store and handle personal information about you and any other information you provide or transmit in connection with the Website in accordance with our Privacy Policy;

        2. remove any content from the Website at any time for any reason without notice;

        3. terminate, suspend or restrict your access to, or use of, all or part of the Website at any time for any reason without notice;

        4. refuse service, terminate or suspend your Account;

        5. remove or edit any content on the Website, or cancel orders as part of the Service at our sole discretion; and

        6. take any actions we consider appropriate against you if we reasonably believe that your use of the Website amounts to an unlawful act and/or breaches these Terms of Use, including involving relevant investigative bodies or authorities; and

      8. when you visit this Website and when you communicate with us electronically, such as by sending us an email or subscribing for the Service, you consent to receive communications from us electronically.

  8. User conduct and limitations on use

    1. As a Member, you acknowledge and agree that you are solely responsible for the photos, profiles, messages, notes, text, information and other content that you upload, publish or display (post) on or through the Service or the Website, or transmit to or share with other users (collectively, User Content).

    2. You understand, acknowledge and agree that the Website, Service and Material are available for your personal, non-commercial use only.

    3. You must not, and must not permit a third party to:

      1. modify, reproduce, adapt, distribute, sell, republish, or copy the Material;

      2. use the Material for any public display (commercial or non-commercial);

      3. remove any copyright or other proprietary notations from the Material; or

      4. link, frame, transfer the Material to another person or mirror any part of the Website, including the Material on any other server;

      5. do anything which disrupts access to the proper operation of the Website or any transaction being conducted on the Website, or which restricts or inhibits any other person from using or enjoying the Website, or which may expose Blue Orange AI or its users to any harm or liability of any type;

      6. directly or indirectly modify, copy, attempt to decompile or reverse engineer, disassemble, unbundle, re-sell, on-supply or create derivative works based on, or otherwise attempt to determine the source code or algorithms for, the software contained on the Website or underlying the infrastructure and processes associated with the Website;

      7. use automated scripts to collect information from or otherwise interact with the Website;

      8. register for more than one Account, register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity;

      9. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;

      10. post, transmit, share or otherwise make available on the Website or any unsolicited or unauthorised advertising, solicitations, promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;

      11. post, transmit, share, store or otherwise make publicly available on the Website any personal information of any third party, including addresses, phone numbers, email addresses, tax file numbers and credit card numbers;

      12. post, transmit, or share User Content on the Website or Service that you did not create or that you do not have permission to post.

      13. solicit passwords or personally identifying information for commercial or unlawful purposes;

      14. use or attempt to use another individual's account, service or system without authorisation from Blue Orange AI, or create a false identity on the Website;

      15. probe, scan or test the vulnerability of the Website or breach (or attempt to breach) any technological or authentication measures on the Website;

      16. circumvent, disable, or otherwise interfere with (or attempt to circumvent disable, or otherwise interfere with) any technological or authentication measures that control the security of the Website, including access to, or use of, the Website;

      17. reverse look-up, trace (or attempt to trace) any information on any other user of or visitor to the Website to its source, or exploit the Website or any service or information made available through the Website, in any way for the purpose of revealing any information;

      18. reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service or access to the Service;

      19. use the Website in a manner that:

        1. would constitute, encourage or provide instructions for a criminal offence, that would otherwise create liability or violate any law, statute, ordinance or regulation, or cause any other person to breach any law, statute, ordinance or regulation;

        2. will violate or infringe upon the rights of any third party, including copyright, trademark, publicity or other personal or proprietary rights;

        3. could interfere with, disrupt, damage, disable, overburden or impair the performance of the Website, our networks or equipment;

        4. could make available software viruses or any other computer code, files or programs that is intended to be, or is (regardless of intent), harmful, destructive, disabling, or which assists in or enables theft, alteration, denial or service, unauthorised disclosure, or destruction or corruption of data (including viruses, worms, spyware, adware, keyloggers, and trojans and any new types of programmed threats that may be classified) (Harmful Code) into our networks or equipment; or

      20. use the Website to:

        1. harvest or collect (or attempt to harvest or collect) email addresses or any other contact information of other users of the Website or our business methodologies or systems;

        2. intimidate, bully, stalk, discriminate or harass any other user or engage in the dissemination of Harmful Code;

        3. upload, post, transmit, share, store or otherwise make available adult content or content that we deem to be harmful, threatening, unlawful, libellous, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; or

        4. otherwise engage in improper, offensive, threatening, obscene, illegal or infringing activities, including but not limited to terrorism, child pornography and drug trafficking.

    4. You understand and agree that Blue Orange AI may, but is not obligated to, review the Website and may delete or remove (without notice) any content on the Website including User Content in its sole discretion, for any reason or no reason, including any content that, in the sole judgment of Blue Orange AI, violates these Terms of Use.

    5. You may remove your User Content from the Site at any time, however you acknowledge that Blue Orange AI may retain archived copies of your User Content.

  9. Copyright and Intellectual Property

    1. The Website, the Service, the Material and all of the related products of Blue Orange AI including its graphics, logos, designs, page headers, button icons, scripts and service names may be subject to copyright and other intellectual property rights such as trade marks, trade dress, designs, patents, circuit layouts, business and domain names, inventions and confidential information, and other results in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable (collectively, Intellectual Property Rights).

    2. Unless otherwise indicated, all Intellectual Property Rights (including copyright in the Website and Service) are owned or licensed by Blue Orange AI.

    3. Blue Orange AI’s Intellectual Property Rights may not be used in connection with any product or service in a manner that is likely to cause confusion with the products and Service under the Website and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Blue Orange AI.

    4. You must not, and must not permit a third party to, do anything to alter, modify or add to any of Blue Orange AI's Intellectual Property Rights.

    5. As between Blue Orange AI and you, you own the User Content and:

      1. you grant Blue Orange AI a worldwide, non-exclusive, royalty-free licence to use the User Content for the purpose of performing the Service and operating the Website; and

      2. Blue Orange AI will return the User Content to you in standard CSV format when the Subscription Period expires or is terminated.

    6. Blue Orange AI owns the Intellectual Property Rights in the content that arises as a product or result of the Service (Deliverable). For the avoidance of doubt, Deliverables includes the test results arising from the Service and distributed to Members.

  10. Cookies

    1. The Website may use 'cookies' as part of its interaction with your internet browser. Cookies enable us to provide you with a superior, user-oriented service. A 'cookie' is a small text file placed on your computer for a pre-defined period of time by our Website server for later retrieval.

    2. Cookies are frequently used on websites and you can choose if and how a cookie will be accepted by configuring your preferences and options in your browser. Cookies do not alter the operation of your computer or mobile device in any way.

    3. We use cookies in order to collect aggregated information on how visitors are experiencing the Website. Cookies may be used to record non-personalised information such as the date or the pages accessed, for the Website's administration, statistical and maintenance purposes. They do not make any reference to a specific individual. This information will help to better adapt the Website to suit our visitors' requirements. If you disable cookies, you may be unable to use the Website to the fullest and most optimal extent.

  11. Warranties and Disclaimers

    1. We exclude any implied condition, warranty or guarantee relating to the Website or the Service, with the exception of any applicable right or guarantee you may have under the Competition and Consumer Act 2010 (Cth), the corresponding provisions of the fair trading legislation (Australian Consumer Law) or other rights in relation to the supply of goods or services (such as terms implied into a contract) that cannot lawfully be excluded (Consumer Guarantees). Our liability in respect of any breach of, or failure to comply with, any applicable Consumer Guarantee is limited to:

      1. the supplying of the Service again; or

      2. the payment of the cost of having the Service supplied again,

      3. unless:

      4. the goods or services supplied are goods or services 'of a kind ordinarily acquired for personal, domestic or household use or consumption', as that expression is used in section 64A of the Australian Consumer Law;

      5. it is not 'fair or reasonable' for us to rely on such limitation in accordance with section 64A(3) of the Australian Consumer Law; or

      6. the relevant Consumer Guarantee is a guarantee pursuant to sections 51, 52 or 53 of the Australian Consumer Law.

    2. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and reliability of the Website or otherwise relating to the Material or Service, and for maintaining any means that you may require for the reconstruction of lost data or subsequent manipulations or analyses of the information provided hereunder. You acknowledge that your use of the Website and any information sent or received in connection therewith, may not be secure and may be intercepted by unauthorised parties. You assume responsibility for the entire cost of all necessary maintenance, repair or correction to your computer system or other property.

    3. To the extent permitted by law, and subject to clause 11.1:

      1. under no circumstances will Blue Orange AI, its parent or subsidiary companies or its affiliates or suppliers be liable for any indirect, punitive, incidental, special or, consequential damages, or for loss of profit, loss of business, revenue, anticipated savings, good will, reputation, production, business interruption or loss of business opportunity, resulting out of or connected in any way with the use of the Website, Service or Material or with the delay or inability to use the Website, Service or Material, or for any content, applications, software, other services or products advertised in or obtained through the Website or the Service, Blue Orange AI’s removal or deletion of any content or records submitted or posted on the Website, or otherwise arising out of the use of the Website or Service, whether based on contract, tort, strict liability or otherwise, even if Blue Orange AI or a Blue Orange AI representative has been notified of the possibility of such damage. You specifically acknowledge and agree that Blue Orange AI, its parent or subsidiary companies, affiliates or suppliers will not be liable for any defamatory, offensive or illegal conduct of any user of the Website;

      2. Blue Orange AI will not be liable for the security of any data (including User Content) you transmit, or attempt to transmit, through the Website, including via downloads and uploads;

      3. Blue Orange AI will not be liable for a breach of these Terms of Use to the extent the breach is caused by an event or circumstance that was beyond our reasonable control;

      4. Blue Orange AI will not be liable for any loss, damages, costs and expenses suffered or incurred by you relating to a claim against you by a third party; and

      5. if our liability is not otherwise excluded, we limit our liability to you for all losses, damages, costs and expenses suffered or incurred by you, in aggregate, to an amount equal to AUD $1,000.

    4. The Material, Service, content and products available in or accessible through the Website are provided "as is" and, to the fullest extent permissible by law, Blue Orange Ai disclaims all warranties, expressed or implied, other than the consumer guarantees to the extent they apply. As may be required by law, Blue Orange AI and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors make no warranty that the functions contained in the material or service will meet your requirements, be uninterrupted, timely, secure or error-free, will produce accurate or reliable results, will meet your expectations, that any errors will be corrected or that the Website, including the Service and Material, or the server that makes them available, are free of viruses or other harmful components.

    5. We will never ask you to confirm any sensitive information (including your account or credit card details) via email. If you receive an email claiming to be from us asking you for sensitive information, please ignore it and do not respond. The Australian Government has published additional information about protecting yourself online at http://www.staysmartonline.gov.au/.

  12. Indemnity

    To the fullest extent permissible by law, you agree to indemnify, defend and hold harmless Blue Orange AI, its officers, directors, employees, agents, other service providers, vendors or customers from and against all losses, expenses, damages and costs (including all reasonable legal costs and other professional costs on a full indemnity basis) of any kind or nature relating to your access to, or use of, the Website, or your use of the Service, including, for the avoidance of doubt, your use, or the use by any of your affiliates, of the Service for competitive purposes, or your breach of these Terms of Use, including any loss, damages, costs or expenses referred to in clause 11.

  13. General

    1. These Terms of Use are governed by the law in force in the State of New South Wales, Australia. When you use the Website, you irrevocably submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in the State of New South Wales, Australia and the courts having appeal from them.

    2. Any claim relating to the Website will be governed by the laws in force of the State of New South Wales, Australia.

    3. We make no representation that the Website (including any content on the Website) complies with the laws (including intellectual property laws) of any jurisdiction outside of the State of New South Wales, Australia. You are solely responsible for complying with the law of the jurisdiction in which you access or use the Website. If a provision in these Terms of Use is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from these Terms of Use for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of these Terms of Use.

    4. These Terms of Use govern your use of the Service and constitute the entire agreement between you and Blue Orange AI. It supersedes any prior understanding, agreement, representation or warranty relating to the subject matter of these Terms of Use between you and Blue Orange AI.

    5. Additional terms and conditions may apply when you use the services of third parties. You agree that these additional terms will not reduce, diminish, or eliminate any rights Blue Orange AI possesses with respect to these Terms of Use.

    6. Any failure on the part of Blue Orange AI to exercise or enforce a right or provision of the Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of these Terms of Use will remain in full force and effect and the application of such provision in other circumstances, will not be affected.

    7. No waiver of a right or remedy under these Terms of Use is effective unless it is in writing and signed by Blue Orange Al. It is only effective in the specific instance and for the specific purpose for which it is granted.

© Blue Orange AI Pty. Ltd. 2019

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