This Site and the services enabled by it are provided by Audience Republic Pty Ltd (ABN: 96 606 311 095) (we, us and our).
The Site is a software platform through which companies or individuals (each, a Promoter) who wish to promote their products or services are able to create campaigns (Campaigns) and use our Audience Manager software platform (Audience Manager) for that purpose. These Terms of Service are directed to Promoters (you) who wish to create Campaigns or use Audience Manager.
When we refer to Fans, we mean an individual (not acting as a Promoter) who wishes to participate in a Campaign and/or interact with a Promoter in some manner which is enabled through the Site.
If you collect personal data from Fans who are located in Europe or if you are located in Europe, then you must agree to be bound by the terms of the Data Processing Agreement (DPA) which forms an addendum to these Terms of Service.
Campaigns are enabled by the Site and are conducted by the Promoter (you) for the purpose of marketing products or services and encouraging Fans’ activities in relation to those products and services.
At its most basic, your Campaign may involve collection of email addresses from Fans, and obtaining consent to contact those Fans in connection with the Campaign.
It is also possible (but not a requirement) that you may offer a reward (which includes any form of incentive) to Fans in order to encourage them to participate in your Campaign. You are wholly responsible for ensuring the fairness and legality of any reward system for Fans which you may decide to incorporate into your Campaign.
You are wholly responsible for:
- administering and fulfilling your obligations, both implied and expressly stated, in any Campaign you create – including the delivery of any promised rewards to the Fans; and
For some Campaigns (for instance, those which involve the offer of reward to a Fan) it may be appropriate for you to specify terms and conditions to the Fan so they understand how they can get the reward. It is your sole responsibility to:
- Decide whether terms and conditions are required, or are appropriate for your Campaign; and
- Decide what those terms and conditions shall be; and
- Ensure that any terms and conditions you may use between you and a Fan (including any template terms and conditions offered by us to you, but which are used at your own discretion) are appropriate, fair, commercially acceptable to you and are not prohibited in each jurisdiction in which you are using them; and
- Ensure that any terms and conditions you may use are provided by you to the Fan before the Fan commits to participate in your Campaign.
We do not warrant that any template terms and conditions provided by us to you for your Campaign are appropriate, fair or legally enforceable. Those separate terms and conditions may create a binding contract between you and the Fan. Audience Republic is not a party to that contract. We are under no obligation to become involved in a dispute between a Promoter or a Fan
In some cases utilization of rewards by a Fan may be subject to further conditions imposed by a third party provider of the rewards, (if that is not you). If that is the case, then you must ensure that Fans are reasonably advised of any such further conditions, especially if it may affect a Fan’s ability to receive or utilise the rewards.
In some cases, you may need to obtain further information from a Fan (e.g. a mailing address or shirt size), to enable you to deliver a reward. Accordingly, as a condition of using our Site you acknowledge and accept that:
- you shall make all reasonable efforts to obtain from a Fan all relevant information to facilitate rewards; and
- Audience Republic does not oversee and does not guarantee the performance by a Promoter or a Fan of their respective obligations to each other in respect of a Campaign.
You are responsible for complying with all relevant and applicable legislation when promoting a Campaign using our Site. You indemnify us for any loss or damage suffered by us, or any claim made against us by you or by a third party arising from your failure to comply with these Terms of Service and all relevant and applicable legislation (including applicable data protection laws) when you conduct a Campaign using our Site.
We reserve the right to reject, terminate or suspend a Campaign at any time and for any reason. If we do so, we are not liable for any damages that you or any third party incurs from our doing so and we are not liable for any damages or loss incurred by you or a third party related to rewards or any use of the Site.
You must ensure that you have all relevant consents from Fans. You indemnify us for any loss or damage suffered by us, or any claim made against us by you or by a third party arising from your failure to comply with these Terms of Service and all relevant and applicable legislation (including applicable data protection laws) when you use Audience Manager to store or process Personal Information.
Data Protection and Privacy Laws
Recent important changes to data protection laws in the European Union makes a distinction between entities that process Personal Information for their own purposes (known as “data controllers”) and organisations that process personal information on behalf of other organisations (known as “data processors”). In general, a question or complaint about how Personal Information which is subject to those European laws is handled should be directed to the relevant data controller because they have primary responsibility for that Personal Information.
We may act as either a data controller or a data processor or both in respect of that Personal Information, depending on the circumstances.
For example, if you as a Europe-based Promoter create an account with us to use our Site, we will be a data controller in respect of your Personal Information that you provide to us as part of the registration process to open your account with us.
Alternatively, if you create an account with us in order to collect and store Personal Information received from Fans or otherwise collected by you (whether from a Campaign or in Audience Manager), we will process that Personal Information on your behalf by enabling the functionality of those tools. In these circumstances, we merely provide the “tools” for the Promoter; Audience Republic does not decide what Personal Information is imported by you into Audience Manager, or whether that Personal Information is accurate. In that case, you will be the data controller, not Audience Republic, and you will be responsible to comply with European privacy legislation (if applicable) and to answer any questions from a Fan or other third party relating to Personal Information collected by you.
In summary, if you are a European resident or you are collecting Personal Information from European residents and in that event, when we are acting as a data processor and you are the data controller then European privacy legislation requires that you should agree to the terms of our Data Processing Agreement (DPA). Please review that agreement, because it forms a legally binding addendum to this Agreement.
Use of our Site
We reserve the right, in our sole discretion, to reject your application to use our Site.
You promise us that your registration details are true, accurate and complete when you submit them and that you will keep them up to date.
You are solely responsible for maintaining the security of your account.
You must comply with any acceptable use or other policy published by us on our Site.
You must not:
- use a false email address, impersonate others or misrepresent your affiliation with others;
- share your Site login details with any other person or use the login details of any other person to access our Site;
- interrupt or attempt to negatively impact or alter the operation of our Site in any way;
- use our Site or any of the materials made available through our Site in a way that violates applicable laws, that violates the intellectual property or other rights of us or others, or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;
- modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or resell any information, content, software, or materials obtained from or made available through our Site, other than in accordance with these terms and conditions;
- use the Site for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
- transmit, or procure the sending of, any advertising or promotional material without obtaining the recipient’s prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
- impersonate or attempt to impersonate us, any of our employees, another user or any other person or entity (including, without limitation, by using email addresses or facsimiles of our user interface).
Additionally, you must not:
- use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other User’s use of the Site, including their ability to engage in real time activities through the Site;
- use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;
- use any manual process to monitor or copy any of the material on the Site or for any other unauthorised purpose without our prior written consent;
- use any device, software or routine that interferes with the proper working of the Site;
- introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Site or any server, computer or database connected to the Site;
- attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
- otherwise attempt to interfere with the proper working of the Site.
We may report any of the activities above to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.
You have sole responsibility for the accuracy, quality, integrity, legal compliance, reliability, appropriateness and ownership rights in all data supplied or collected by you. You also agree that there are limitations to our Site’s ability to assist in your business. You agree that the Site and the services enabled by it do not detect faulty or aberrant input data, nor data which may be in breach of the relevant privacy legislation. You are solely responsible for making decisions regarding matters of relevance to your business, The Site and the services enabled by it should not be relied upon as a substitute for your independent and appropriately qualified decision making regarding matters of relevance to your business. Promoter warrants that it will not use the Site unless it has in place appropriate strategies to manage all risks attendant to its business, including the secure handling of User’s data.
Intellectual Property and Confidentiality
Our Site, including but not limited to text, images, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Site, contains proprietary information and material that is owned by, or licensed to Audience Republic and is protected by applicable intellectual property and other laws, including but not limited to copyright. You are not granted a license and you are not permitted to use such proprietary information or materials in any way whatsoever except for using the Site in compliance with these terms. No portion of the Site may be reproduced in any form or by any means, except as expressly permitted by us. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site, in any manner, and you shall not exploit the Site or our intellectual property, (including our trademarks) in any unauthorised way whatsoever.
When you as a Promoter use our Site to conduct a Campaign, the data contributed by Fans in the course of conducting that Campaign is shared with you on the following terms: All of the data collected from Fans when they participate in a Campaign is provided to the Promoter by Audience Republic. You have the right to view and access all of the data which appears on the Site during the Term of your Subscription and you can export a copy of that data to your own repositories and use it for any purpose, provided that use is within the permissions and consents obtained from the Fan. To be clear, you are, and remain, responsible in all cases for complying with applicable privacy laws if any of that data includes Personal Information.
While we take reasonable steps to preserve the security of data collected by us or on our Site, please be aware that we cannot guarantee your use of the Site will be confidential and we cannot guarantee that any information you provide to us is perfectly secure. We will comply with the requirements of applicable legislation in the event of a data breach.
Any images or words (“copy”) which you post to the Site (“User Contribution”) for the purpose of conducting a Campaign will be considered non-confidential. You retain all of your ownership rights in your User Contributions. By providing any User Contribution to the Site, you grant Audience Republic, its affiliates and service providers, the right to use, reproduce, modify, store, distribute and otherwise process that User Contribution as part of the Campaign.
Data imported by you into Audience Manager is considered to be your confidential information. You retain all of your ownership rights in the data which you import into Audience Manager. With respect to data imported by you into Audience Manager, you grant Audience Republic, its affiliates and service providers, the right to use, reproduce, store, distribute and otherwise process that User Contribution for the purpose of enabling you to use the functionality of Audience Manager.
We are responsible for ensuring that our Site is suitable for the purposes for which it is made available to you. We will, to the best of our ability, ensure our Site is available for access at all times but we are not responsible if you are not able to access our Site as a result of (i) us undertaking preventative or remedial maintenance or (ii) as a result of any circumstances beyond our control.
Our Site contains links to other websites. These are provided for convenience only. We take no responsibility for the content and maintenance of, or privacy compliance by, any linked site. Any link to another site does not imply our endorsement, support, or sponsorship of the operator of that site nor of the information and/or products which they provide. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our Site must not be framed on any other Site, nor may you create a link to any part of our Site other than the home page.
We reserve the right to withdraw linking permission without notice.
Monitoring your use of our Site
We reserve the right to monitor your use of our Site for the purpose of ensuring that our Site is functioning as we intended and that you are complying with these terms and conditions.
Limitation of Liability
The Site is provided on an “as is” and “as available” basis, and we make no representations or warranties, express or implied, regarding the operation or availability of the Site or any of the services enabled by it or the data derived from the use of it.
To the extent permitted by the law of Australia, any guarantees, conditions or warranties which would otherwise be implied into these terms and conditions are excluded.
Campaigns Limitation: To the full extent permitted by the law of Australia, our liability for our breach of any guarantee, condition or warranty or arising in any way from your use of the Site to conduct a Campaign (which is not a Free Campaign) is limited to (at our discretion), the supply of services to conduct that Campaign again or the total amounts you have actually paid for that Campaign.
Notwithstanding the foregoing, if you use of a Free Campaign subscription, then we have no liability to you whatsoever and your use of a Free Campaign is entirely at your own risk.
Audience Manager Limitation: To the full extent permitted by the law of Australia, our liability for our breach of any guarantee, condition or warranty or arising in any way from your use of Audience Manager is limited to (at our discretion), the supply of services to enable Audience Manager again or the total amount you have actually paid for Audience Manager in the 12 months period preceding the events giving rise to a claim.
We accept no liability for any loss caused in whole, or in part, by your misuse, abuse or improper application of our Site.
We accept no liability for any loss of business opportunities, loss of profit, loss of business information, loss of reputation or goodwill or any other business interruption suffered by you as a result of your use of our Site.
You agree to indemnify us against all costs, claims, (including claims by a third party), damages and expenses incurred by us or for which we may become liable arising from your Campaign or your use of Audience Manager, or due to any failure by you or your employees or sub-contractors to comply with any obligations under this Agreement, and all relevant and applicable legislation including, without limitation, the Australian Privacy Act 1988 (Cth) and applicable Data Protection Laws under other jurisdictions, or our instructions.
We encourage all Users to comment on the Site or provide suggestions for improving it. You agree that we own all rights to use and incorporate them into the Site, without payment or attribution to you. If you wish to make any comments about our Site or please do so by sending an email to firstname.lastname@example.org.
Changes to these Terms and Conditions
We reserve the right to change these terms and conditions at any time and for any reason, including the requirement to stay up to date with the latest legal requirements or business reasons. When we make changes, they will be effective straight away.
If you use our Site following any amendment to these terms and conditions you will be taken to have agreed to comply with the terms and conditions as changed.
We will take reasonable steps to let you know about any changes but you should also keep track of whether changes have been made to this Terms of Service by referring to the date of publication at the end of this page.
Your right to use our Site will continue until it is terminated by us or you close your account.
We reserve the right to suspend or terminate your right to use of our Site if, at any time, you breach these terms and conditions or otherwise as described in these terms .
Any notice we send to you will be emailed to the email address linked to your registration with our Site.
Interpretation and Legal
If any provision in these terms and conditions is invalid under any law, the provision will be limited, narrowed, construed or altered as necessary to render it valid but only to the extent necessary to achieve such validity. If necessary, the invalid provision will be deleted from these terms and conditions and the remaining provisions will remain in full force and effect.
These terms and conditions are to be governed by and construed in accordance with the laws of New South Wales and any claim made by either party against the other which in any way arises out of these terms and conditions will be heard in New South Wales. You agree to submit to the jurisdiction of the courts in New South Wales.
All purchases through our Site or other transactions for services formed through the Site or as a result of visits made by you are governed by these terms.
We will charge you a Fee to use our services (including Campaigns and Audience Manager) and you agree to timely pay all charges incurred by your account. This includes all applicable taxes, in accordance with billing terms in effect at the time the charge becomes payable.
We reserve the right to change the amount of, or basis for determining, any fees or charges for services we provide, and to institute new fees, charges or terms effective upon prior notice to our registered Promoters (which may be sent by email to the address you have most recently provided us).
Access to the Site
In consideration of your payment described in the Order Form (or in the sign-up form on our Site, if available), Audience Republic will provide you, the Promoter, with access to the Site and the services enabled by it as specified in the Order Form and subject to these Terms of Service. The separate Order Form and/or the sign-up form on our Site (if any) shall both be referred to as ‘the Order Form’ because they fulfil the same role.
You agree that you shall use the Site for the sole purpose of meeting your business needs and not for any other purpose. These are the terms upon which you can gain access to and use of the Site.
We offer four main types of service on the Site
- Audience Manager Subscription: Offered for a one year term as per Order Form; Recurring, automatically renewed.
- Campaigns (One-Off): Access to the Site to conduct Campaigns limited to promoting a single specific event; Use of the Site is limited as detailed in the Order Form; Not renewed automatically.
- Campaigns Subscription: Access to the Site to conduct Campaigns for one or more events, products or services during a one year term as per Order Form; Recurring, automatically renewed.
- Free Campaign; Access to the Site to conduct Free Campaigns available through the Site; a basic version of the paid Campaigns; On-line sign up only, (no Order Form).
With the exception of Free Campaigns, the Order Form specifies which service is the subject of your purchase.
Term and Renewal for Audience Manager
Your initial Subscription Term will be specified in your Order, and your subscription will automatically renew for one year. If you do not wish to renew your subscription then, you must notify us in writing within the period which is at least thirty (30) days before the end of your Subscription Term. If you add products during the Subscription Term, the fees for these additional products will be pro-rated and they will renew along with your subscription, unless otherwise indicated in your Order.
The renewal pricing set forth in your Order will apply, subject to adjustment as specified in the Order Form. If renewal pricing is not included in your Order, then our standard pricing as at the date of renewal will apply.
Term and Renewal for Campaigns
An annual subscription plan may be available for Campaigns and it is also possible to purchase access to Campaigns limited to one event only (One-Off Campaigns). The pricing and type of service for Campaigns will specified in your Order Form.
No Early Termination; No Refunds
If you notify us that you do not wish to renew the Subscription then the Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using Audience Manager during your Subscription Term, or cease to use Campaigns.
Termination for Cause
Either party may terminate this Agreement for cause, as to any use of the Site: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
Suspension for Prohibited Acts
We may suspend any User’s access to the Site without notice for: (i) use of the Site in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) failure to comply with Your Responsibilities which are described in the Terms of Service. We may, without notice, review, edit and delete any User content that we determine in good faith violates these terms or the Terms of Service, however we have no duty to pre-screen, control, monitor or edit your content.
Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Site. If your access to the Site is suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Site.
Suspension for Present Harm
If your use of the Site: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Site or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Site. We will try to limit the suspension to the affected portion of the Site and promptly resolve the issues causing the suspension of the Site. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effect of Termination or Expiration
If your paid subscription is terminated or expires, we may choose to continue to make available to you a Free Campaign subscription, and you will continue to be subject to these terms for as long as you have access to the Site.
It is your responsibility to ensure that your data, if it is stored on the Site (for instance, in Audience Manager), is regularly duplicated and stored separately by you so that it is accessible to you after termination or expiration. After this agreement is terminated or expires, you may not be able to gain access to data stored on the Site, and the data may be deleted. We may or may not (in our absolute and unfettered discretion) provide you the opportunity to retrieve data (if available) after termination or expiration. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Site after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
The limits that apply to you will be specified in your Order Form, or in these Terms of Service. You must be 18 years of age (or 20 years of age, if you are subject to the laws of Japan) or older to use the Site.
On renewal, the current product usage limits in our Order Form will apply to your Subscription, unless you and we otherwise agree.
For our Free Campaign Subscription, we may change the limits that apply to your use at any time in our sole discretion without notice to you, regardless of whether or not these are used in conjunction with other products or services for which you pay us a fee.
We may modify the Site (and the services enabled by it) from time to time, including by adding or deleting features and functions.
When you pay for a Campaign or Audience Manager, email support is included at no additional cost. We accept email questions 24 Hours per Day, 7 Days per Week. Email questions can be submitted to email@example.com. We attempt to respond to email questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.
Notice of Non-Renewal
Your subscription will automatically renew according to the ‘Term and Renewal’ section above. To prevent renewal of a Subscription, you must give written notice of non-renewal and this written notice must be received no less than thirty (30) days in advance of the end of the Subscription Term. If you decide not to renew, you may send the notice of non-renewal by email to firstname.lastname@example.org.
To terminate a Free Campaign subscription, you or we may close your account.
You grant us the right to add your name and company logo to our customer list and website.
Updated July 2018