Terms of Service

ROOST Terms of service

Property UX Pty Ltd ABN 32 616 278 338 trading as Roost Technologies

1. INTRODUCTION

The Company provides the “Roost” online platform for strata property residents, owners committees and designated building and/or strata management. Use of Roost is subject to these Terms of Service.

1 Definitions:

1.1 The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a) ABN means Australian Business Number.

(b) Account means a registered account within Roost.

(c) Agreement means the agreement formed between the Resident and the Company under, and on the terms of, these Terms of Service.

(d) Building means any property that is registered and listed within Roost.

(e) Building Information means any information that is made available on the Site with respect to particular Buildings, including (without limitation) number of lots, plan documentation, short stay numbers, sale and rental figures and history, and may include information shared and/or uploaded by the Building Team and/or Residents without control of the Company.

(f) Building Mailing List means the list of Users registered to receive important notifications, announcements and information for a particular Building.

(g) Building Team means any individuals or entities authorised to administer and manage a Building on behalf of the Owners Corporation and independent to the Company.

(h) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

(i) Company means Property UX Pty Ltd ABN 32 616 278 338.

(j) Concierge means the virtual chatbot available on the Site for communications with Users.

(k) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

(l) Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

(m) Moral Rights means:

i Moral rights pursuant to the Copyright Act 1968 (Cth); or

ii Any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).

(n) Owners Corporation means the legal entity created under statute that combines all the individual lot owners in a Building.

(o) Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at the Site.

(p) Privacy Act means the Privacy Act 1988 (Cth).

(q) Resident means any User that joins a Building via the Site as a resident.

(r) Resident Data means images, information, documents or other data that is uploaded or input into Roost by the Resident or that forms part of the Resident’s Intellectual Property (but does not include statistical, analytical or other non-personal derivative data generated by use of Roost).

(s) Roost means the “Roost” online strata building management platform, accessible via the Site.

(t) Service Provider means a third-party provider of goods and services that is registered within Roost.

(u) Site means the Company’s website accessible at http://www.roost.com.au.

(v) Terms of Service means the terms and conditions that apply to the Resident with respect to use of Roost as updated from time-to-time.

(w) Third Party Data means any information of a Third Party Data Source that is made available by the Company (including and especially via the Site), including any Building Information.

(x) Third Party Data Source means the publisher, provider, supplier or other originator of any Third Party Data provided by the Company (including and especially via the Site).

(y) User means any registered user of Roost that holds an Account and includes Residents.

2. USING ROOST

2.1 General

(a) To access and use Roost, the Resident must:

i Set up an Account; and

ii Accept these Terms of Service.

(b) There shall be no fees payable by the Resident for use of Roost.

(c) The Resident must only join a Building for which they are either an owner or tenant of a particular lot within that Building.

(d) The Resident must remove themselves from a Building if they no longer adhere to (c) above.

(e) The Resident agrees to use Roost in accordance with any instructions provided by the Company, within Roost and/or on the Site.

(f) The Company may suspend the Account or restrict the access of any Resident that breaches these Terms of Service.

2.2 Account

(a) The Resident must provide accurate and complete information when setting up an Account and, if necessary, update their Account to ensure that such information is maintained as current for the duration of these Terms of Service.

(b) The Resident must only represent themselves and not create false aliases or impersonate any other person (with or without their consent) when creating an Account.

2.3 Features

(a) The Company shall provide the Resident with access to and use of the features as provided within Roost from time-to-time

2.4 Conduct and Standards

(a) The Resident acknowledges and accepts that:

i The Company accepts no responsibility for the conduct of any User;

ii The Company accepts no responsibility for any interaction between Users or Service Providers, whether that interaction occurs via Roost or not;

iii The Company makes no warranty or representation as to the accuracy of any information provided by any User, in particular any information shared via the Building Mailing List or the Concierge;

iv The Company makes no warranty or representation as to the quality of services provided by a Service Provider; and

v The Company makes no warranty as to the character or credentials of any User or Service Provider.

(b) The Resident agrees that they shall only use Roost for legal purposes and shall not use it to engage in any conduct that is racist, sexist, harassment, unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

2.5 Lodging a Complaint.

(a) If the Resident believes that another User or Service Provider’s behaviour is threatening, discriminatory, or deliberately offensive, the Resident may lodge a complaint to the Company via email at [email protected].au.

(b) The Company may suspend or delete the Account of any User, or remove the services of any Service Provider, that Roost determines conducts itself inappropriately.

(c) The Company’s decision whether or not to suspend or remove a User or Service Provider is at its absolute discretion. The Company’s decision shall be final and not subject to review.

3 BUILDINGS

3.1 Building Information

(a) Building Information is provided by Third Party Data Sources and the Company does not warrant the accuracy, completeness or currency of Third Party Data, and the Company is not liable for the use of or reliance upon any Third Party Data by the Resident.

(b) For the avoidance of doubt, how the Resident uses Third Party Data is in their exclusive control and done at their own risk and should follow their own due diligence.

3.2 Building Mailing List.

(a) The Resident may subscribe to a Building Mailing List.

(b) The content shared via the Building Mailing List will be determined by the Building Team or other authorised third-party and the Company is in no way responsible for any information shared via the Building Mailing List.

(c) The frequency of information shared via the Building Mailing List will be under the exclusive control of the Building Team and the Company makes no representation as to how often updates will occur (if at all).

4 GENERAL CONDITIONS

4.1 Licence

(a) By accepting these Terms of Service, the Resident is granted a limited, non-exclusive, non-transferrable and revocable licence to access and use Roost for the duration of these Terms of Service, in accordance with the terms and conditions of these Terms of Service.

(b) The Company may issue the licence to the Resident on the further terms or limitations as it sees fit.

(c) The Company may revoke or suspend the Resident’s licence in its absolute discretion for any reason that it sees fit, including for breach of these Terms of Service by the Resident.

4.2 Modification of Terms

(a) The terms of these Terms of Service may be updated by the Company from time-to-time.

(b) Where the Company modifies the terms, it will provide the Resident with written notice, and the Resident will be required to accept the modified terms in order to continue using Roost.

4.3 Software-as-a-Service

(a) The Resident agrees and accepts that Roost is:

i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to servers operated by the Company and is not available ‘locally’ from the Resident’s systems; and

ii Managed and supported exclusively by the Company from the servers operated by the Company and that no ‘back-end’ access to Roost is available to the Resident unless expressly agreed in writing.

(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Roost.

(c) The Company shall not exercise its rights under clause (b) in a manner that would fundamentally decrease the utility of Roost to the Resident, other than in accordance with the terms of these Terms of Service.

4.4 Use & Availability

(a) The Resident is solely responsible for the security of its username and password for access to Roost. The Resident shall notify the Company as soon as it becomes aware of any unauthorised access of its Account.

(b) The Resident agrees that the Company shall provide access to Roost to the best of its abilities, however:

i Access to Roost may be prevented by issues outside of its control; and

ii It accepts no responsibility for ongoing access to Roost.

4.5 Support

(a) The Company provides user support for Roost via the email address [email protected] and the Concierge.

(b) The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.

4.6 Privacy

(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act with respect to personal information that it collects about the Resident.

(b) The Privacy Policy does not apply to how the Resident handles personal information, which is outside the responsibility of the Company.

(c) The Company makes no warranty as to the suitability of Roost in regard to the Resident’s privacy obligations at law or contract, and it is the Resident’s responsibility to determine whether Roost is appropriate for the Resident’s circumstances.

(d) Roost may use cookies (a small electronic file) to improve the Resident’s experience while browsing, while also sending browsing information back to the Company. The Resident may manage how it handles cookies in its own browser settings.

4.7 Security

(a) The Company takes the security of Roost and the privacy of its Users very seriously. The Resident agrees that the Resident shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

4.8 Intellectual Property

(a) Trade marks. The Company has moral, unregistered and registered rights in its trade marks and the Resident shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b) Third Party Intellectual Property. The Company may use software and other proprietary systems and Intellectual Property (including open source systems) for which the Company has appropriate authority to use, and the Resident agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The Resident warrants that it shall not infringe on any third-party rights through the use of Roost.

(c) Roost. The Resident agrees and accepts that Roost is the Intellectual Property of the Company and the Resident further warrant that by using Roost the Resident will not:

i Copy Roost or the services that it provides for the Resident’s own commercial purposes; and

ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Roost or any documentation associated with it.

(d) Content. All content (excluding Resident Data) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, aggregations, ideas, enhancements, feature requests, suggestions or other information provided by the Resident or any other party with respect to Roost.

4.9 Disclaimer of Third Party Services

The Resident agrees and acknowledges that Roost has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.

4.10 Confidentiality

(a) The Company agrees to keep all other Resident Data in the strictest confidence, and to the extent Resident Data is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.

(b) Each party acknowledges and agrees that:

i The Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

ii It owes an obligation of confidence to the Discloser concerning the Confidential Information;

iii It must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;

iv All Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

v Any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

i Any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.

ii Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

iii Any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.

(d) The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

i Any actual, suspected, likely or threatened breach of a term of these Terms of Service; or

ii Any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

4.11 Liability & Indemnity

(a) The Resident agrees that it uses Roost at its own risk.

(b) The Resident acknowledges and accepts that:

i The Company is merely a platform to facilitate the management of Buildings;

ii The Company is not responsible for the conduct or activities of any User, in particular with respect to any information that is transmitted via Roost and/or the Site and any decisions made in reliance on information received via Roost and/or the Site; and

iii The Company makes no representations, warranties or guarantees, whether express or implied, that Service Providers will provide services to the standard expected by the Resident and/or as otherwise requested by the Resident.

(c) The Resident agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the Resident’s use of or conduct in connection with Roost, including any breach of these Terms of Service by the Resident.

(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Resident’s access to, or use of, or inability to use Roost, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.

(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i The re-supply of services or payment of the cost of re-supply of services; or

ii The replacement or repair of goods or payment of the cost of replacement or repair.

4.12 Termination

(a) The Resident may terminate these Terms of Service by giving the Company written notice or simply cancelling their Account.

(b) The Company may terminate these Terms of Service and access to the Roost if the Resident is in breach of these Terms of Service and:

i That breach is not capable of remedy;

ii The breach is material, wilful, reckless or repetitious; and/or

iii The breach can be remedied but is not remedied within 10 Business Days of being given notice of that breach by the Company.

(c) Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination.

4.13 Dispute Resolution

(a) If any dispute arises between the the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i Includes or is accompanied by full and detailed particulars of the Dispute; and

ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative from each of the parties with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

4.14 Electronic Communication, Amendment & Assignment

(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b) The Resident can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the Resident of a change of details from time-to-time.

(c) The Company will send the Resident notices and other correspondence to the details that the Resident submits to the Company, or that the Resident notifies the Company of from time-to-time. It is the Resident’s responsibility to update contact details as they change.

(d) A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e) The Resident may not assign or otherwise create an interest in these Terms of Service without the written consent of the Company (which shall not be unreasonably withheld).

(f) The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the Resident.

4.15 General

(a) Special Conditions. The parties may agree to any special conditions to these Terms of Service in writing.

(b) Prevalence. To the extent these Terms of Service is in conflict with, or inconsistent with any special conditions made under these Terms of Service, as relevant, the terms of those special conditions shall prevail.

(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.

(d) Relationship. The relationship of the parties to these Terms of Service does not form a joint venture or partnership.

(e) Waiver. No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.

(g) Governing Law. These Terms of Service is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h) Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.

(i) Interpretation. The following rules apply unless the context requires otherwise:

i Headings are only for convenience and do not affect interpretation.

ii The singular includes the plural and the opposite also applies.

iii If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

iv A reference to a clause refers to clauses in these Terms of Service.

v A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.

vi Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

vii A reference to a party to these Terms of Service or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

viii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.