1. DEFINITIONS

2. PAYMENT

• 2.1 You will be charged a monthly fee for your access to the Service for each Store.
• 2.2 Your Service Plan will renew automatically at the end of the Service Period.
• 2.3 You agree to pay us the Fees from commencement of this Agreement and on renewal of your Service Plan. Fees are charged in advance, in accordance with your Service Plan as agreed in your Order Form.
• 2.4 You authorize us to charge the Fees to the payment mechanism which you have provided to us on a monthly basis. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice you monthly in advance.
• 2.5 If you do not pay the Fees within 10 days of the date they are due (including if we are, for any reason, unable to charge the Fees to the payment mechanism which you have stored with us), we will notify you. We may charge you late interest on the overdue amount at a rate of 2% of the outstanding balance per month, or the maximum rate permitted by law whichever is the lower and We may, at our discretion, suspend some or all of your access to the Service until Fees are paid.
• 2.6 All Fees are shown exclusive of Taxes. You agree to pay or reimburse us for Taxes that we are required to collect on the sale of Services sold to you under this Agreement, it being understood that this obligation is without prejudice to any statutory obligation that either party may owe to a taxing authority. In the event that we are subject to audit by any taxing authority and we have not collected Taxes from you, you shall provide us with documentary evidence that you have paid the Taxes to the relevant taxing authority. We are hereby authorized to share such documentary evidence with relevant taxing authorities.
• 2.7 If you terminate this agreement and termination takes effect during a Service Period, you are not entitled to any refund.

3. YOUR OBLIGATIONS

• 3.1 You must purchase a separate subscription for each Store (including your first Store) in which you plan to use the Service. We reserve the right to audit your usage of the TruRating Application from time-to-time. If you are using a single subscription in more than one Store then we may, at our discretion: (a) require you to pay the additional fees required and/or (b) terminate this agreement.
• 3.2 You will register all your locations as Stores (including any new locations as they begin trading) as soon as reasonably practicable after commencement of the Agreement unless you have agreed with us in writing otherwise. You must ensure that the relevant TruRating Application is switched on and, as applicable, running on each of your payment terminals in all such Stores during normal business hours.
• 3.3 Where Third Party Providers are involved in enabling the Service to be provided to you, you will work with the Third Party Providers to facilitate the provision of the Service to you.
• 3.4 You must notify us as soon as possible if you intend to switch Third Party Provider or change your payment terminals. If you switch Third Party Provider and the TruRating Application is no longer available to you, we may terminate this Agreement, without penalty, by emailing you and you will not be entitled to any refund of any fees already paid to us.
• 3.5 You must complete your profile on the Merchant Portal and the Consumer Site, if applicable and keep it up to date and accurate. If you do not do so in a timely manner, we may build your profile using publicly available information, images and photographs (for example, information, images and photographs published on your own website) and you give us, and those working on our behalf, permission to do so.
• 3.6 You warrant that you have all rights (including Intellectual Property Rights) and consents necessary to publish and/or make publicly available the Merchant Content on the Website and to grant the licenses granted under this Agreement. Although we have no obligation to review or approve any Merchant Content, we reserve the right to remove any content from the Merchant Portal and/or the Consumer Site that we, in our sole discretion, find objectionable or believe may be infringing.
• 3.7 In using and accessing the Service, you agree that you will:
  • 3.7.1 co-operate with us in all matters relating to the Service;
  • 3.7.2 ensure your staff can explain the Service to consumers at your physical Stores;
  • 3.7.3 at all times maintain the anonymity of consumers using the TruRating Application and not attempt to match any data and/or information we provide you to specific consumers;
  • 3.7.4 permit and facilitate the addition of a TruRating acknowledgment to appear on your receipts and/or electronic confirmations (as applicable); and
  • 3.7.5 not sub-license or re-sell any TruRating Application or any data obtained from the TruRating Application.
• 3.8 You will notify us promptly upon learning of any unauthorized use of your Merchant Portal or any breach of security.
• 3.9 You must not, and will ensure that your staff members, directors, partners, contractors, agents and anyone acting under your instruction do not:
  • 3.9.1 enter any ratings into a TruRating Application, in any Store or online, except where they are acting as a genuine paying consumer of your goods and/or services outside the course of business or employment; or
  • 3.9.2 misuse any TruRating Application, or attempt by any means to generate false ratings.
• 3.10 If you become aware or suspect that TruRating Application have been used in breach of Section 3.8, you will notify us promptly by emailing [email protected] and you will cooperate with us to remedy the effect of the breach. On becoming aware of the breach, we may at our discretion suspend your access to the Service and/or terminate this Agreement, with prior notice is practicable and may remove your profile from the Consumer Site without liability to you.
• 3.11 You and/or anyone acting under your instruction agree, you will not (i) copy, modify, adapt, translate or otherwise create derivative works of the TruRating Application or Merchant Portal; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the TruRating Application; (iii) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the TruRating Application or Merchant Portal; (iv) introduce or attempt to introduce any virus or other contaminant to the TruRating Application or the Website or any of our software or systems; or (v) attempt to alter the look, feel and position of any TruRating Application.
• 3.12 For so long as you receive and use the Service, you agree you will not receive, use or make available any other point of sale rating mechanism which is equivalent or similar to the Service.
• 3.13 If we provide you with any promotional materials, or you produce any promotional materials relating to the Service or TruRating as agreed with us, you agree to use promotional materials to make clear to consumers that you use the Service, and will display it in a prominent location within your physical Store, and in accordance with any instructions which we might provide.
• 3.14 At our request, you will provide us with promotional examples describing how our Service has been used to make improvements to Your business based on consumer feedback.
• 3.15 You grant us the right and licence to use your name and logo for the limited purpose of identifying you as a customer of TruRating on our website and in our promotional materials, such as press releases.
• 3.16 If your purchase TruRating Online Application, these additional provisions shall apply:
  • 3.16.1 You will be responsible for managing and securely storing encryption keys issued by TruRating in relation to the TruRating Online Application. If you know or suspect that an encryption key has been disclosed to an unauthorised third party, you must notify us immediately so that we can revoke the encryption key. We may from time to time revoke and re-issue encryption keys at our discretion;
  • 3.16.2 You agree to implement or facilitate the implementation of any technical changes that would impact on the functionality of existing integrations of the TruRating Online Application promptly on being notified of such change. Where the TruRating Online Application is integrated through a self-hosted shopping cart solution, you will make sure that the most recent and up to date version of the TruRating Online Application module specific to your shopping cart solution is installed;
  • 3.16.3 You will ensure that your ecommerce server timestamp is accurate, as we will use this for security token timestamp validations;
  • 3.16.4 You must take all necessary measures to prevent fraudulent use of the TruRating Online Application and you shall not attempt to circumvent or disable any technological protection measures contained in or used to protect the TruRating Online Application; and
  • 3.16.5 You must supply us with an up to date email address to which any customer comments submitted should be sent. If you want to change the email address you must email us at [email protected]. It may take up to ten working days to change the email address.

4. OUR OBLIGATION

• 4.1 Subject to your compliance with the terms in this Agreement, we will:
  • 4.1.1 provide the Service to you in accordance with your Service Plan; and
  • 4.1.2 for the purposes of peer reporting in the Merchant Portal, only use Raw Ratings Data: (i) when that data is merged with at least five other merchants; or (ii) when that data is merged with a minimum of five separate Stores and where a single merchant does not provide more than 50% of the ratings; or (iii) with your prior consent.
• 4.2 With respect to the Merchant Portal and/or the Consumer Site, we will use commercially reasonable endeavours to make sure that it is available and accessible at all times, however there will be times when access will be disrupted for maintenance, upgrades or repairs or for other reasons as may be necessary from time to time. We are not liable for any delay or interruption to availability of the Merchant Portal and/or the Consumer Site caused by us or any third party.
• 4.3 If you request for TruRating to undertake POS installation on your behalf, we will only do so on the basis that we accept no liability for the work that we undertake with regards to such installation and we will charge you a fee which we will agree in advance in writing.
• 4.4 We reserve the right to immediately and without notice to you, amend and remove any questions which are put into rotation as part of your Service (whether you have customised the questions or not), at our sole discretion.

5. DATA

• 5.1 In the provision of the Service, we may add our own questions (“TR Questions”) into the rotation of questions. On average, our custom questions will not be put before consumers more frequently than as follows: 1 in 100 questions at any Store that is on a paid subscription and 1 in 10 at an Store that is on a not paid for subscription. The TR Questions will always be simple, fair and decent, in our sole opinion, acting reasonably.
• 5.2 You hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable and transferable license to use and publicly display the Merchant Content on, through or in connection with the Service in any media formats and through any media channels. This license will continue even after this Agreement has terminated.
• 5.3 We own all rights including Intellectual Property Rights in and to Raw Ratings Data, Analytical Output, and TruRating Data.
• 5.4 You own all rights including Intellectual Property Rights in and to Aggregated Ratings Data and Non-Ratings Data. You agree that you will use Aggregated Ratings Data solely for your internal business purposes provided such use is in compliance with all applicable laws and regulations, this Agreement and any reasonable instructions we may issue.
• 5.5 You hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable and transferable license to use, copy, distribute, publish, adapt, aggregate and prepare derivative works of the Non-Ratings Data for any purpose in connection with the Service, and for the purposes of reporting, data aggregation, analysis and commentary, and other analogous or connected uses.
• 5.6 We hereby grant you a non-exclusive license to use Analytical Output as made available to you by us, solely for your internal business purposes unless otherwise agreed with TruRating, provided such use is in compliance with all applicable laws and regulations, this Agreement and any reasonable instructions we may issue

6. LIABILITY

• 6.1 We:
  • 6.1.1 give no warranty as to, and are not liable for, the functionality or availability of the TruRating Application, the Merchant Portal or Consumer Site, and are not responsible to you for any delays, delivery failures, or other loss or damage resulting from the use of the TruRating Application, or the transfer of data over communications facilities;
  • 6.1.2 are not responsible for any problems, issues and/or errors caused by the act or omission of a third party; and
  • 6.1.3 are not liable for any delay or failure to comply with our obligations under this Agreement if the failure results from your or any of your staff’s, or any third party’s delay or failure to perform any obligation.
• 6.2 Save as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between you and us or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
• 6.3 Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.
• 6.4 EXCEPT AS PROVIDED IN SECTION 6.3, IN NO EVENT WILL OUR COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL SUM PAID BY YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• 6.5 IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE RELEVANT PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 6.6 If the Service or any portion of the Service becomes or is in our opinion likely to become, subject to an infringement claim, then we may, at our sole option and expense take any of the following steps to avoid or mitigate any potential losses:
  • 6.6.1 Procure a licence to enable you to continue using the Service;
  • 6.6.2 Modify or replace software within the Service with software that is functionally equivalent; or
  • 6.6.3 Let you know to stop using the Service and we will refund any prepaid fees for services not provided after this date.

  If you become aware or suspect that a TruRating Application has been used in breach of this clause 6.5, you will notify TruRating immediately, and you will cooperate with TruRating to remedy the effect of the breach. On becoming aware of the breach, TruRating may at its discretion suspend your access to the Service and/or terminate this Agreement for material breach in accordance with clause 15.1 and may remove your Profile from the Consumer Site.

• 6.7 This Section 6, sets out our sole liability and entire obligation and your exclusive remedy for any action related to our Service and any allegation of infringement.

7. TERMINATION

• 7.1 You may suspend your access to the Service or terminate this Agreement by providing us with written notice (the length of which will be as set out in your Order Form) as set out in section 8.2. We will cancel your Service within two business days (in your territory) of receipt of your instruction, and termination takes effect at that point. If you suspend your access to the Service, this will not affect your obligation to pay the Fees.
• 7.2 We may suspend your access to the Service or terminate this Agreement by giving you 2 business days’ notice (in your territory) by email. If we suspend your access to the Service, this will not affect your obligation to pay the Fees.
• 7.3 We may suspend your access to the Service or terminate this Agreement immediately by emailing you if:
  • 7.3.1 you are in material breach of this Agreement and, for a breach that can be remedied, have failed to remedy it within 14 days of receiving written notice;
  • 7.3.2 TruRating becomes aware of or reasonably suspects you are using any TruRating Application in a fraudulent manner;
  • 7.3.3 you become insolvent or unable to pay your debts as they mature;
  • 7.3.4 you make an assignment for the benefit of your creditors;
  • 7.3.5 your company is dissolved or liquidated, or takes any corporate action for those purposes;
  • 7.3.6 you have a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business;
  • 7.3.7 you seek relief or if proceedings are commenced against you, or on your behalf, under any bankruptcy, insolvency or debtors’ relief law and those proceedings have not been fully stayed within seven days or vacated or set aside within 30 days after the commencement of those proceedings;
  • 7.3.8 if we determine in our sole discretion that any website on which you are running a TruRating Application or any website that you are promoting via the Consumer Site contains material that is objectionable, and you have failed to remove such objectionable material within seven (7) days of us requesting you to do so;
  • 7.3.9 a Third Party Provider terminates their relationship with us, which means the Service and/or the TruRating Application are no longer available to you; or
  • 7.3.10 if we are no longer able to provide the Service to you.
• 7.4 If we terminate this Agreement under Section 7.3 or you terminate this Agreement under Section 7.1, you will not be entitled to a refund of any Fees paid.
• 7.5 On termination or expiry of this Agreement for any reason, whether by you or by us:
  • 7.5.1 we will deactivate the applicable TruRating Application so that no further data can be collected;
  • 7.5.2 You will no longer have access to the Merchant Portal (and information contained within it) or any Aggregated Ratings Data and Non-Ratings Data;
  • 7.5.3 We will not export any data to you after the termination date that is stored within the Merchant Portal;
  • 7.5.4 we may remove references to you on either or both the Consumer Site and Website; and
  • 7.5.5 any and all licenses granted by us under this Agreement will terminate with immediate effect.
• 7.6 Any provision of this Agreement that is intended to come into or continue in force on or after termination remains in force, including Sections 2.7, 3.11, 5.2, 5.5, 6, 7.5-7.7,8.1 ,8.2 and 9.1-9.4 .
• 7.7 Except as set out in Section 7.5.5, termination of this Agreement does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

8. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

• 8.1 Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such dispute or lawsuit, depend on where You are domiciled:

  If You are domiciled in:	You are contracting with:	Notices should be addressed to:	The governing law is:	The courts having exclusive jurisdiction are:
  The United States of America	TruRating, inc.	160 Greentree Drive, Suite 101 Dover, Delaware 19904, USA Email: [email protected]	The laws of the State of Delaware	The federal and state courts located in the City of Wilmington within the State of Delaware.
  Canada	TruRating Canada Limited	40 King Street West Suite 5800 P.O Box 1011 Toronto, ON M5H 3S1 Email: [email protected]	Ontario and controlling Canadian federal law	Toronto, Ontario, Canada
  A Country in Europe (including U.K.)	TruRating Limited	Pendragon House, 65 London Road, St. Albans, Hertfordshire, United Kingdom AL1 1LJ Email: [email protected]	England and Wales	England and Wales
  Australia and New Zealand	TruRating Australia Pty Limited	Level 3, 37 Pitt Street, Sydney, NSW 2000, Australia Email: [email protected]	The laws of New South Wales, Australia	New South Wales, Australia

• 8.2 Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You and shall be sent by email. All other notices to You will be addressed to your merchant representative designated by You.
• 8.3 Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

9. GENERAL TERMS

• 9.1 Both Parties shall fully comply with their obligations under all applicable privacy and data protection laws. If we process personal data on your behalf, we will do so in accordance with our privacy policy , as may be amended from time to time.
• 9.2 Neither party will have any liability to the other party if it is prevented from, or delayed in, performing its obligations or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control.
• 9.3 If any provision of this Agreement becomes invalid, illegal or unenforceable, it will be deemed modified to the extent necessary to make it valid, legal and enforceable.
• 9.4 This Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements between you and us relating to its subject matter.
• 9.5 We may assign, transfer, charge, sub-contract or deal in any other manner with any of our rights or obligations under the Agreement. You may not do these things without our prior written consent.
• 9.6 No one other than a party to this Agreement, their successors and assignees, will have any right to enforce its terms.
• 9.7 Except as provided elsewhere in this Agreement, no addition to, variation of, exclusion or attempted exclusion of any term of this Agreement or any document incorporated by reference shall be binding on either party unless it is in writing (excluding email) and signed by a duly authorised representative of each party.

A PDF copy of these terms and conditions is available here

• • 1 OUR UNDERSTANDING
    • 1.1 This Agreement is for the TruRating for Business App or any of the services accessible through it (Services), including any updates or supplements to the TruRating for Business App or any Service, unless they come with separate terms, in which case those terms will apply. If any open-source software is included in the TruRating for Business App or any Service, the terms of an open-source licence may override some of the terms of this Agreement.
    • 1.2 We may change these terms at any time by notifying you of a change when you next start the TruRating for Business App or log onto our website at trurating.com. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services.
    • 1.3 From time to time updates to the TruRating for Business App may be issued through an Appstore. Depending on the update, you may not be able to use the TruRating for Business App or Services until you have downloaded the latest version of the TruRating for Business App and accepted any new terms. We reserve the right to withdraw the TruRating for Business App at any time for any reason without notice to you.
    • 1.4 It sounds obvious but we will assume you have obtained permission from the owners of the mobile ‘phone or other device used to download a copy of the TruRating for Business App. You and they may be charged by service providers for internet access and data usage for downloading the TruRating for Business App. You accept responsibility in accordance with the terms of this Agreement for the use of the TruRating for Business App or any Service on or in relation to any device whether or not it is owned by you.
    • 1.5 The terms of our privacy policy (trurating.com/privacy-cookie-policy) (Privacy Policy) are incorporated into this Agreement by reference and apply to your use of the TruRating for Business App. Additionally, by using the TruRating for Business App or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the TruRating for Business App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
    • 1.6 By using the TruRating for Business App or any of the Services, you consent to us and, where necessary our technology providers, collecting and using technical information about the device(s) you use (including the information in this clause 1.6 and in clause 1.7) and related software, hardware and peripherals for the TruRating for Business App and/or the Services that are internet-based or wireless to improve our offerings and to provide the TruRating for Business App and any Services to you. When you sign into the TruRating for Business App or use it:
      • (a) your email address and password are sent by HTTPS (an encrypted communication channel);
      • (b) an encrypted token is passed with all requests for data to authenticate you as a user; and
      • (c) the email address you signed in with can be pre-populated for you if your login expires and you have to log back in to the TruRating for Business App.
    • 1.7 When the TruRating for Business App is running on your device, we and/or our technology providers may collect the following information from your device:
      • (a) device model and operating system version;
      • (b) device screen resolution: this is shared with one of our technology providers to produce a correctly sized background image for your TruRating for Business App homepage image (if you have uploaded an image to your profile on trurating.com that is); and
      • (c) if the TruRating for Business App suffers an error, the following information may be collected:
        • (i) TruRating for Business App memory usage;
        • (ii) whether the TruRating for Business App is running in the background on your device;
        • (iii) your mobile network;
        • (iv) your mobile operator;
        • (v) whether hardware restrictions have been removed from your device (“jailbroken”); and
        • (vi) if your device is charging.
    • 1.8 If you press the “Contact Us” option or use the “Feedback” menu item in the TruRating for Business App, the phone and/or email application on your device will open and will be pre-populated with our contact details but you will have to initiate the call/email to us – don’t be a stranger!
    • 1.9 The TruRating for Business App or any Service may contain links to other independent third-party websites (Third-party Sites). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your use and interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
  • 2 PERMISSION TO USE THE TR APP
    • 2.1 In return for you agreeing to comply with the terms of this Agreement, we grant you a non-transferable, non-exclusive licence (this means you’re borrowing a copy of the TruRating for Business App rather than owning it) to use the TruRating for Business App (ta da!) on your devices, subject to these terms, the Privacy Policy and the Appstore Rules, incorporated into this Agreement by reference. We reserve all other rights in relation to the TruRating for Business App and the Services (that’s just something we have to do).
    • 2.2 You may download a copy of the TruRating for Business App onto your mobile or other compatible device and view, use and display the TruRating for Business App on those devices for business purposes.
  • 3 THINGS YOU CAN’T DOUnless we give you permission in this Agreement, you agree:
    • (a) not to copy the TruRating for Business App, any of its data or Documents except where such copying is incidental to normal use of the TruRating for Business App;
    • (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the TruRating for Business App, any of its data or Documents;;
    • (c) not to make alterations to, or modifications of, the whole or any part of the TruRating for Business App and/or its data, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
    • (d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App (including any of its data) or attempt to do any such thing;
    • (e) not to provide or otherwise make available the TruRating for Business App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
    • (f) not to copy, aggregate, sell, rent, lease, hire the TruRating for Business App or any data displayed through the TruRating for Business App or the Services to any third party or combine that data with any other software infrastructure without getting our prior written permission.

    together Can’t Do’s.

  • 4 YOUR ACCEPTABLE USE OF THE TR APPYou must:
    • (a) not use the TruRating for Business App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the TruRating for Business App, any Service or any operating system (a really big no no);
    • (b) not infringe our intellectual property rights or those of any third party in relation to your use of the TruRating for Business App or any Service, including the submission of any material to or through the TruRating for Business App (this is also a big no no);
    • (c) comply with the relevant applicable laws, regulations and guidance in relation to your use of the TruRating for Business App;
    • (d) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the TruRating for Business App or any Service;
    • (e) not use the TruRating for Business App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
    • (f) not collect or harvest any information or data from the TruRating for Business App, any Service or our systems or attempt to access or decipher any transmissions to or from the servers running the TruRating for Business App or any Service.

    together Acceptable Use.

  • 5 INTELLECTUAL PROPERTY RIGHTS
    • 5.1 You agree that all intellectual property rights in the TruRating for Business App, the data displayed in the TruRating for Business App, the Documents and, where appropriate, the technology that underpins them anywhere in the world belong to us or our licensors, that rights in the TruRating for Business App are licensed (not sold) to you (this means you’re borrowing them on the limited terms in this Agreement), and that you have no rights in, or to, the TruRating for Business App, the data contained in it or displayed on it, the Documents or the technology that underpins them other than the right to use them in accordance with the terms of this Agreement.
    • 5.2 You understand you have no right to have access to the TruRating for Business App in source-code form.
  • 6 WHAT WE ARE RESPONSIBLE FOR?
    • 6.1 The TruRating for Business App is designed to be an interactive snapshot of TruData from your dashboard. However, we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity as a result of your use of the TruRating for Business App, the data displayed on it or the Documents.
    • 6.2 The “What Should I Do” tile in the TruRating for Business App is a tile displaying data from one of our predictive tools developed by our data wizards. The model uses your business’ transactional and ratings history to predict the impact of sentiment change on your average transaction value (ATV) if other historical variables had remained the same. We are proud of this tool but you must note it is an estimate based on historical data and is not a guarantee of future performance. It is also not financial or legal advice.
    • 6.3 The TruRating for Business App is provided “as is” and all conditions, warranties or other terms which might have effect between us or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
    • 6.4 We don’t give any guarantees about the TruRating for Business App and in particular can’t guarantee:
      • (a) the TruRating for Business App will meet your requirements; or
      • (b) your use of the TruRating for Business App will be uninterrupted, free from error or timely.
    • 6.5 Our maximum aggregate liability under or in connection with this Agreement (including your use of the TruRating for Business App, any data displayed on it or any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to AUD $1,000. This does not apply to the types of loss set out in paragraph 6.6.
    • 6.6 This terms of this Agreement are subject to this clause 6.6 because nothing contained in this Agreement excludes, restricts, limits or modifies any:
      • (a) legal obligation, duty, requirement or responsibility where pursuant to applicable law to do so is unlawful or void; or
      • (b) liability or remedy in respect of a breach of this Agreement where pursuant to applicable law to do so is unlawful or void;
      • (c) liability or remedy for an act or omission where pursuant to applicable law to do so is unlawful or void, including liability for fraud or deceit; or
      • (d) liability or remedy for death or personal injury caused by the negligence of a party.
    • 6.7 In the event that any other part of this Agreement is not enforceable by us because of the application of clause 6.6(a) or (b) then, in substitution for that part only, our sole liability to you for any breach of this Agreement, or for any liability to you arising under or in connection with this Agreement, including in respect of any statutory guarantee (or other legal obligation, duty, requirement or responsibility) that is imposed on us in relation to the supply of any goods or services hereunder, shall be limited to:
      • (a) in relation to goods:
        • (i) the replacement of the goods or the supply of equivalent goods or the payment of the cost of replacing the goods or acquiring equivalent goods; or
        • (ii) the repair of the goods or the payment of the cost of having the goods repaired; and
      • (b) in relation to services:
        • (i) supplying the services again; or
        • (ii) the payment of the cost of having the services supplied again, as in each case we may select.
  • 7 ENDING THIS AGREEMENT
    • 7.1 We may terminate this Agreement immediately by written notice to you:
      • (a) if you commit a material or persistent breach of this Agreement which you fail to fix (if fixable) within 14 days after us writing to you and asking you to do so;
      • (b) if you breach any of the Can’t Do’s or Acceptable Use above; or
      • (c) for technical reasons related to the operation of the TruRating for Business App.
    • 7.2 On termination for any reason:
      • (a) all rights granted to you under this Agreement shall cease;
      • (b) you must immediately cease all activities authorised by this Agreement, including your use of the TruRating for Business App and any Services; and
      • (c) you must immediately delete or remove the TruRating for Business App from all your devices, and immediately destroy all copies of the TruRating for Business App and any associated data and Documents then in your possession, custody or control and confirm to us that you have done so if we ask.
  • 8 YOU TALK, WE LISTEN
    • 8.1 You can write to us about the TruRating for Business App or all things TruRating at our business HQ: Level 3, 37 Pitt Street, Sydney, NSW 2000. Alternatively, you can send us an email to: [email protected].
    • 8.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post in either case to one of the addresses you provided to us when you subscribed to the TruRating service.
  • 9 WHAT IF WEIRD THINGS START HAPPENING?
    • 9.1 We will not be liable or responsible for any failure or delays in the TruRating for Business App or the Services caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (Weird Things Start Happening).
    • 9.2 If Weird Things Start Happening that adversely affects the TruRating for Business App or the Services:
      • (a) our obligations under this Agreement will be put on hold; and
      • (b) we will try and get things up and running again as soon as we can.
  • 10 OTHER IMPORTANT LEGAL THINGS
    • 10.1 We may transfer our rights and obligations under this Agreement to another company or organisation.
    • 10.2 You may only transfer your rights or obligations under this Agreement to another person if we give our prior written permission.
    • 10.3 If we fail to insist that you do something you are obliged to do under this Agreement, or if we do not assert our rights against you, or if we are slow in doing so, that will not mean that we have given up our rights against you and will not mean that you do not have to comply with your obligations. If we do excuse naughtiness by you, we will only do so in writing, and that will not mean that we will automatically excuse any naughtiness by you in the future.
    • 10.4 Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    • 10.5 TruRating is a registered trade mark of TruRating Limited and has international patents pending.
    • 10.6 The law of New South Wales governs this Agreement and its formation. You and We both submit irrevocably to the jurisdiction of the courts of New South Wales.