(a) These terms and conditions form an agreement (“Agreement”) between S-Wave Pty. Ltd. (“we” or “us”) and you in relation to your use of the DISCO online content, storage and sharing service and associated DISCO websites, software, applications, services and documentation (together the “Services”).
(c) By accepting this Agreement and/or utilising the Services, you agree that:
(d) Do not use the Services if:
(e) We may from time to time notify you in writing of changes to this Agreement. If you do not agree to a change, you must contact us immediately through the Contact Us page https://help.disco.ac/contact. If you continue to use the Services following notification by us of a change to this Agreement, you will be deemed to have accepted the change and the relevant change will bind you.
(a) The Services comprise a cloud-based system that will permit you to store, manage and share content. The Service is described in more detail at http://disco.ac.
(a) You may use the Services as follows by subscribing to one of our subscription packages (“Subscription”).
(b) The scope of your use of the Services will be determined by the terms and conditions of the Subscription you select.
(c) You must provide and are responsible for all costs of all equipment, software and mobile or internet connectivity required to access the Services.
(d) You must not:
(e) You must:
(f) You acknowledge that:
(g) You may contact us to vary your Subscription. For example, you may upgrade your monthly Subscription to an annual Subscription or increase the amount of storage or users, or you may downgrade your Subscription.
(h) If you vary your Subscription, we will apply pro-rated changes to the amounts payable by you in accordance with our policies from time to time.
(a) Subject at all times to the Services applicable functionality, the Services are intended to permit Subscribers to store, manage and share content (as described in more detail at http://disco.ac.
(b) Subject to the terms of this Agreement, we grant you a non-exclusive, revocable, limited licence to use the Services via the media and on the devices for which the Services were developed for the purposes for which the Services are intended.
(c) You must not:
(d) You must:
(a) You must pay us the relevant published fee for your Subscription in the currency specified on the date(s) the fee is due.
(b) Unless otherwise specified in relation to a Subscription or agreed by us all fees must be paid by direct debit from your credit card and a condition of ongoing access to the Services is that you complete and submit a direct debit authorisation form.
(c) If your credit card details for payment change you must promptly:
(d) If you fail to make payment on time, we may cancel your Subscription and prevent you using the Services.
(e) If you:
(f) If you cancel a monthly Subscription in accordance with this Agreement, you will not be entitled to any refund for amounts paid by you in advance.
(g) We may vary the amounts payable for Subscriptions from time to time by providing you with at least 30 days prior written notice. If you do not agree to a change, you must contact us immediately through the Contact Us page https://help.disco.ac/contact. If you do not contact us within 3 days of our notice or you continue to use the Services following notification by us of a change to the amounts payable by you, you will be deemed to have accepted the change and the relevant change will bind you.
(a) We may with immediate effect terminate, suspend, limit, delete or modify your access to the Services if we in our sole discretion consider that:
(b) Without limiting paragraph (a) above, we may with immediate effect terminate your access to the Services if you fail to make any payment
due to us under this Agreement by the applicable due date.
(c) You may terminate your Subscription at any time by contacting us https://help.disco.ac/contact. If you terminate your Subscription as contemplated by this paragraph, except as set out in paragraph 7 above or as otherwise agreed by us in writing, we have no liability to refund to you any fees paid by you prior to the date of termination.
(a) Subject to paragraph (d) below, all intellectual property rights in and to the Services (including all virtual items, software, files, concepts and content) vest in us or our licensors.
(b) Subject to paragraph (d) below, you acknowledge that you have no right title or interest in or to any aspect of the Services.
(c) Unless the Services specifically permit it, you must not download, reproduce or communicate to any third party any content or materials included in the Services.
(d) You represent and warrant to us that you own or are duly licensed to exploit(including, without limitation, through embedding in third party websites) all intellectual property rights in and to any communications, images, sounds or other material and data stored or communicated by you through the Services (together “Your Content”).
(e) You hereby grant us a non-exclusive, irrevocable, perpetual, royalty and fee free, unlimited licence (including the right to sub-license) to adapt, modify, communicate, exploit (in any manner and including, without limitation, through embedding in third party websites) and use Your Content in connection with:
(f) To the maximum extent permitted by applicable law, you hereby irrevocably waive your moral rights (if any) in and to Your Content. To the extent that applicable law does not permit the waiver of moral rights, you hereby consent to us and our licensees and contractors undertaking all necessary alterations to Your Content and/or failing to attribute Your Content to you as is necessary for the operation of the Services.
(g) You warrant and represent that:
(h) You acknowledge that:
(a) We may access and monitor for the purposes of providing the Services any content, information and/or data contained in Your Content, your communications with other users of the Services and any other materials provided by you via the Services. We may disclose such content, information and/or data:
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(b) CERTAIN LEGISLATION MAY IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THIS AGREEMENT MUST BE READ SUBJECT TO THOSE STATUTORY PROVISIONS. IF THOSE STATUTORY PROVISIONS APPLY, TO THE EXTENT TO WHICH WE ARE ENTITLED TO DO SO, WE LIMIT OUR LIABILITY IN RESPECT OF ANY CLAIM TO, AT OUR OPTION:
IN RELATION TO SERVICES:
(A) THE SUPPLY OF THE SERVICES AGAIN;
(B) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN; AND
IN RELATION TO GOODS:
(A) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OR EQUIVALENT GOODS;
(B) THE REPAIR OF THE GOODS;
(C) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR ACQUIRING EQUIVALENT GOODS; OR
(D) THE PAYMENT OF HAVING THE GOODS REPAIRED.
(c) YOU INDEMNIFY AND MUST KEEP INDEMNIFIED, US, OUR RELATED COMPANIES, THEIR DIRECTORS, OFFICERS AND EMPLOYEES (TOGETHER “THOSE INDEMNIFIED”) AGAINST ANY CLAIMS, LOSSES, LIABILITY, COSTS (INCLUDING LEGAL FEES AND EXPENSES) INCURRED BY THOSE INDEMNIFIED ARISING OUT OF OR RELATED TO ANY BREACH BY YOU OF ANY PROVISION OF THIS AGREEMENT OR THE RULES OR ANY IMPROPER USE BY YOU OF THE SERVICES.
(a) We may assign the benefit of this Agreement to any person without your consent. You may only assign this Agreement or a right under them with our prior written consent that may be withheld or granted in our absolute discretion.
(b) This Agreement constitutes the entire agreement between the parties in connection with their subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
(c) If the whole or any part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
(d) A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
(e) This Agreement does not create a relationship of employment, trust, agency or partnership between the parties.
(f) The provisions of paragraphs 7, 8 and 9 will survive termination or expiry of this Agreement and will continue to bind the parties.
(g) YOU IRREVOCABLY WAIVE YOUR RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF TO RESTRAIN THE OPERATION OF ANY ELEMENT OF THE SERVICES AND YOU AGREE TO LIMIT YOUR CLAIMS AGAINST US TO CLAIMS FOR MONETARY DAMAGES.
(h) We will have no liability to you for a failure by us to perform our obligations to you or provide the Services due to any causes outside of our reasonable control including acts of God, war, acts of terrorism, riots, fire, change in laws or failure of infrastructure.
(i) This Agreement will be governed by and construed in accordance with the law for the time being in force in Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia in relation to all matters arising from this Agreement or use of the Services.