User and Business Agreement

Tutbob User and Business Agreement

Email : help@tutbob.com.au to

1. Provision of Services

• 1.1 Grant of Rights: Tutbob grants the Customer a non-exclusive, non-transferable right to use the Services and any associated software during the Subscription Term. This right is contingent upon adherence to this Agreement, including any accompanying Documentation provided by Tutbob.

• 1.2 Usage Limitations: The Services are strictly for the Customer's internal business operations and must be used in accordance with the guidelines and limitations specified in this Agreement and the accompanying Acceptable Use Policy.

• 1.3 Access and Accountability for End Users: The Customer has the ability to designate End Users who can access the Services under the Customer’s account. The Customer remains fully responsible for all activities conducted by End Users under its account, including compliance with this Agreement and securing the confidentiality of account passwords.

• 1.4 Inclusion of Service-Specific Terms: This Agreement incorporates by reference any additional terms that are applicable to specific Services availed by the Customer, ensuring a comprehensive contractual relationship.

• 1.5 Modifications to Services: Tutbob reserves the right to enhance, develop, or modify the features and functionality of the Services. Customers will be notified in advance of any changes that materially decrease the functionality of a Service.

• 1.6 Interoperability with Third-Party Platforms: While the Services may be used in conjunction with Third-Party Platforms, such use is governed by the Customer’s agreements with the respective third-party providers. Tutbob disclaims all responsibility for the performance or failures of Third-Party Platforms.

• 1.7 Trial Offerings: Customers may be eligible to register for trial or promotional offerings of the Services, which will be provided free of charge until the earlier of the end of the trial or promotional period, the commencement of a paid subscription, or termination of the trial or promotion by either party.

2. Financial Conditions

• 2.1 Fees and Payment: The Customer agrees to pay all fees specified in the Order, and such fees are denominated in Australian Dollars unless otherwise specified. All Fees are deemed non-refundable, and the obligation to pay is not cancellable, except as explicitly stated in this Agreement or mandated by law.

• 2.2 Payment Schedule: Payments are due according to the timeline set forth in the Customer's Order. In the absence of such specifications, payments are due within thirty days from the date of the invoice.

• 2.3 Tax Obligations: The Customer is responsible for the payment of all taxes levied by governmental authorities on the Services rendered, except for taxes based on Tutbob’s net income.

• 2.4 Adjustments and Billing Errors: Tutbob will notify the Customer at least thirty days prior to any changes in fees applicable to the subsequent renewal period. Customers must report any billing inaccuracies within sixty days from the invoice date for adjustments to be made.

• 2.5 Subscription Cancellation and Refunds: Subscriptions can be cancelled with a full refund within fourteen days of the subscription start date. Post this period, cancellations will only be effective at the end of the current billing cycle.

3. Data Protection

• 3.1 Commitment to Security: Tutbob commits to maintaining the security of Customer Data by implementing industry-standard security measures and complying with applicable Australian data protection laws.

• 3.2 Privacy Agreement: The Tutbob Data Privacy Addendum, which may be updated to remain compliant with evolving data protection legislation, forms an integral part of this Agreement.

• 3.3 Data Handling Post-Termination: Upon the expiration or termination of this Agreement, Tutbob will delete or de-identify Customer Data within a reasonably practicable timeframe, except as required by law.

• 3.4 Handling of Sensitive Data: The Customer must not provide any data subject to specific regulations, such as HIPAA, unless a separate Business Associate Agreement (BAA) has been executed.

4. Confidentiality Provisions

• 4.1 Confidentiality Obligations: The recipient of any Confidential Information agrees to utilise such information solely to fulfil its obligations under this Agreement and will take all necessary precautions to prevent its unauthorised dissemination.

• 4.2 Disclosure Under Law: Confidential Information may be disclosed if required by a judicial or governmental order, provided that the recipient takes all reasonable measures to give the disclosing party sufficient notice to contest such order or seek protective measures.

5. Intellectual Property

• 5.1 Ownership Rights: All Intellectual Property Rights in the Customer Data remain with the Customer, and all rights in the Services and associated materials vest in Tutbob, except as expressly granted in this Agreement.

• 5.2 Use of Customer Data: During the term of this Agreement, Tutbob is granted the right to utilise Customer Data solely for the purposes of delivering the Services and ensuring their security.

• 5.3 Anonymized Data for Improvement: Tutbob may use anonymised and aggregated data derived from Customer Data to enhance its Services.

• 5.4 Feedback Utilization: All feedback provided by the Customer to Tutbob regarding the Services becomes the property of Tutbob and may be used for service improvement purposes.

• 5.5 Promotional Use: Tutbob retains the right to use the Customer's corporate identifiers in its promotional materials, subject to adherence to the Customer's brand guidelines.

6. Marketing and Engagement

• 6.1 Referral Programs: Tutbob may introduce referral programs offering benefits for the referral of new customers, with specific terms to be provided upon the Customer's enrollment in such programs.

• 6.2 Publicity Cooperation: The Customer consents to the use of its name and trademarks for Tutbob’s marketing purposes and agrees to cooperate in promotional activities that may include testimonials and case studies, subject to mutual agreement.

• 6.3 Representation on Social Media: The Customer agrees to maintain a positive representation of Tutbob in online and public forums, and any detrimental actions could lead to exclusion from referral or promotional programs.

7. Compliance and Obligations

• 7.1 Prevention of Unauthorized Use: The Customer is obligated to actively monitor and prevent unauthorised use of the Services and promptly inform Tutbob of any such unauthorised use.

• 7.2 Privacy Disclosures: The Customer is responsible for providing all necessary privacy disclosures and obtaining adequate consent related to the use of the Services.

• 7.3 Adherence to Legal and Regulatory Standards: The Customer must comply with all applicable laws and regulations related to the use of the Services, including those governing data export and import.

8. Term and Cessation

• 8.1 Duration of Agreement: The Agreement commences on the date specified in the Order and remains in effect until all subscriptions hereunder have expired or have been terminated.

• 8.2 Renewal Policy: Subscription terms renew automatically unless terminated by either party with at least thirty days notice prior to the renewal date.

• 8.3 Termination for Cause: Either party may terminate this Agreement for a material breach if such breach remains uncured thirty days following notice. This Agreement may also terminate if a party ceases operations or becomes insolvent.

• 8.4 Service Suspension for Risk Mitigation: Tutbob reserves the right to suspend service delivery if the Customer's actions pose a risk to the integrity of the Services or contravene agreed terms.

• 8.5 Conditions for Early Termination: Post the 14-day refund period, the Customer may not cancel the subscription prematurely, with cancellations taking effect only at the end of the current period.

• 8.6 Effects of Termination: Upon termination, all rights to access or use the Services will be revoked, and Tutbob may deactivate or downgrade any related accounts.

9. Disclaimers and Warranties

• 9.1 General Disclaimers: Tutbob disclaims all implied warranties to the maximum extent permitted by law, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Tutbob does not warrant that the Services will meet specific requirements or operate without interruption or errors.

• 9.2 Beta Service Disclaimer: Any Services offered on a beta or trial basis are provided "as is" without any warranties regarding their reliability or maintenance.

10. Limitations of Liability

• 10.1 Financial Limitations: Tutbob’s total liability for any claims related to this Agreement is capped at the amount of Fees paid by the Customer in the twelve months preceding the claim, with a maximum liability of AUD $100 if no fees have been paid.

• 10.2 Exclusions from Liability: Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, nor for lost profits or revenue, whether or not they were advised of the possibility of such damages.

• 10.3 Exceptions to Liability Limitations: These limitations do not apply to breaches of intellectual property rights, indemnification obligations, fraudulent activities, or any liabilities that cannot be excluded under applicable law.

11. Indemnification

• 11.1 Tutbob's Indemnity Commitments: Tutbob agrees to defend the Customer against any claims that its technology infringes on third-party intellectual property rights and will cover all associated costs.

• 11.2 Customer’s Indemnity Responsibilities: The Customer agrees to defend and indemnify Tutbob against any claims arising from its data or misuse of the Services.

• 11.3 Conditions for Indemnification: Indemnification is conditional upon the indemnified party promptly notifying the indemnifying party of a claim and cooperating in the defence.

• 11.4 Exclusive Control of Defense: The indemnifying party retains the right to solely control the defence and settlement of any claim, with the indemnified party providing necessary cooperation.

Entire Agreement

This document constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings.

Effective Date

August 26th 2024