TERMS AND CONDITIONS
Welcome to BackBone!
Introduction
Disclaimer
By accessing the Platform, you acknowledge and agree that:
(a)Backbone is a forum for businesses to interact with each other and provides advertising space
to these businesses and to the extent permitted by law, disclaims all warranties in relation to any
posts by a Backbone Account user about the products or services they advertised on the Platform
(b)Backbone does not represent that any endorsements or advertisements on the Platform will be
accurate or guarantee any results;
(c)You will make your own enquiries as to the nature and reliability of any products, services or
businesses advertised on the Platform;
(d)Backbone does not endorse or evaluate any of the advertised products, services and claims
posted on the Platform; and
Waitlist & Early Access
(a)You may register for early access to the Platform by completing the sign-up form available on
the Platform (Waitlist).
(b)By joining the Waitlist, you acknowledge and agree that the information you provide during the
Waitlist registration process may be used by Backbone to complete the registration of your Backbone Account.
(c)By joining the Waitlist, you are not guaranteed early access to the Platform. You acknowledge
and agree that your early access to the Platform will be granted at the sole and absolute discretion of Backbone.
(d)Backbone may provide you with free access to the Platform and credit towards your use of the
Platform at times and amounts determined by Backbone (Early Access Benefits).
(e)You acknowledge and agree that Backbone is not obliged to provide you with any Early Access
Benefits.
Optional: We may use Google Analytics to collect and process data, including when you use third
party websites or apps. To find out more see How Google uses data when you use our partners’
sites or apps.
Account Registration
General
In order to use the Platform, you will be required to sign up for an account (Backbone Account).
When you register for a Backbone Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration. You agree that you’re
solely responsible for:
(a)Maintaining the confidentiality and security of your Backbone Account information and your
password; and
(b)Any activities and those of any third party that occur through your Backbone Account, whether
those activities have been authorised by you or not.
You also agree to let us know if you detect any unusual activity on your account as soon as you
become aware of it.
We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages
or expenses arising out of a failure by you to maintain the security of your Backbone Account information or your password.
Verification
(a)(Verification) We may offer or require you to verify your details (including, business, company
and credit card details) using our processes or an external identity verification service as applicable (Verification Service).
(b)(Your personal information and privacy) We will collect your personal information in accordance
with our Privacy Policy as set out in clause 20. Where a Verification Service is used, you acknowledge and agree that:
(i)We may contact and share your personal information with a Verification Service to verify your
details;
(ii)You consent to us receiving, sharing and using this information to enable us to carry out the
Verification Service.
(c)(Fees) We may charge non-refundable fees for the Verification Service, as set out on the Platform.
(d)(Warranty and Indemnity) You acknowledge and agree that:
(i)We are reliant on the information provided by the Verification Service to verify your identity and
to the extent permitted by law, we disclaim all warranties that
Fees
Trial
Our website may contain links to other websites. Those links are provided for convenience and
may not remain current or be maintained. We are not responsible for the privacy practices of
those linked websites and we suggest you review the privacy policies of those websites before
using them.
Subscription
(a)Subject to 6.1, access to the Platform is available via a paid subscription (Subscription).We may
have different subscription periods (Subscription Period). Details of Subscriptions as well as the
associated fee for each (Subscription Fees) will be set out on the
Platform.
(b)The Subscription Fees may be paid via the Platform or as otherwise notified by us to you, depending on our current prices and billing processes.
(c)Once you subscribe to the Platform, your Subscription will continue to renew automatically at
the end of each Subscription Period, and you will continue to be charged Subscription Fees unless
you cancel your Subscription in accordance with clause 19.
Subscription Fees & Payment
(a)(When Subscription Fees are due) You must pay the Subscription Fee at the beginning of each
Subscription Period. You may choose your preferred Subscription Period via the Platform.
(b)(Automatic recurring billing) Your Subscription will continue to renew after the end of each
Subscription Period, indefinitely, and you must pay Subscription Fees in respect of each Subscription Period in advance, unless you notify us before the end of the then current Subscription Period
that you want to cancel your Subscription. Otherwise, we will continue to automatically charge
the Subscription Fees from your nominated account at the beginning of each Subscription Period.
We will not pay any charge back amount if you fail to cancel your Subscription. You acknowledge
that your Subscription has an initial and recurring payment feature and you accept responsibility
for all recurring charges prior to your cancellation of your Subscription.
(c)(Failure to pay) If Subscription Fees are not paid when they are due, we may suspend your
Backbone Account for 1 month (Suspension Period). If you do no pay the outstanding Subscription
Fees within the Suspension Period, we will cancel your Backbone Account and all information and
remove all endorsements associated with your Backbone Account.
(d)(Third Party Payment Provider) We use third-party payment providers (Payment Provider) to
collect Subscription Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider
and we are not liable for the security or performance of the Payment Provider. We reserve the
right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting
your payment.
Referral Fees
(a)Backbone may, in its absolute discretion, provide users with referral benefits (Referral Benefits)
if this clause 7 is met (Referral Program). A Referral Benefit may take the form of advertising credit
or Subscription credit or any other benefit and will not take the form of any currency or money. A
Referral Benefit will only be payable to you if you refer to us a new user (New User) who has not
previously registered a Backbone Account.
(b)The New User must:
(i)not be a member of the Platform; and
(ii)sign up for a Subscription.
(c)Backbone may withdraw, vary, suspend or cancel any part of the Referral Program at any time
in its absolute discretion.
(d)If your Referral signs up to the Platform, Backbone may provide you with a Referral Benefit as
communicated to you by Backbone.
Promotions
Backbone may run one or more promotions, including but not limited to those referred to in these
Terms such as Trials, Early Access Benefits and Referral Benefits (Promotions). Additional details
on Backbone’s current Promotions will be set out on Backbone’s website accessible here www.bizbackbone.com.
Advertising Space
(a)You may pay for advertising space on the Platform using the functionality provided on the Platform (Advertising Space).
(b)Backbone offers the following types of advertising:
(i)cost per click
(ii)cost per impression; or
(iii)targeted ads
together referred to as “Ads”
(c)Information regarding the payment plans for the Ads is available on the Platform.
Partnerships
(a)As a part of your Subscription, we may introduce you to other businesses which may offer you
discounted rates or other benefits in relation to their services (Partners).
(b)By engaging a Partner’s services, you acknowledge and agree that Backbone’s participation in
this relationship is introductory in nature, and we have no liability for any acts or omissions of the
Partner.
(c)To the maximum extent permitted by law, we disclaim all warranties regarding the Partner’s
provision of services and you should make your own inquiries as to the nature of the Partner’s services before engaging them.
Refunds
Except as otherwise set out on our Platform, we don’t offer refunds for any of our subscriptions
and any refunds we issue will be solely at our discretion.
Acceptable Use
(a)We’ll need you to make a few promises about the way you’ll use the Platform.
(b)You agree:
(i)Not to copy, reproduce, translate, adapt, vary or modify the Platform without our express consent;
(ii)Not to use the Platform in a manner that is illegal, fraudulent, sexually explicit, politically or religiously inappropriate or facilitates illegal or fraudulent activity;
(iii)Not to use the Service for the purpose of distributing unsolicited commercial content, junk
mail, spam, bulk content or harassment;
(iv)Not to attempt to breach the security of the Platform or Backbone’s system security, or otherwise interfere with the normal function of the Platform, including by:
(A)Gaining unauthorised access to Backbone Accounts or data about other users of the Platform;
(B)Scanning, probing or testing the Platform for security vulnerabilities;
(C)Overload, flood, mailbomb, crash or submit a virus to the Platform or Backbone’s system; or
(D)Instigate or participate in a denial-of-service attack against the Platform or Backbone’s system;
and
(c)To ensure that your employees, sub-contractors and other agents who you have authorised to
use or access the Platform comply with the Terms.
(d)If you breach or are suspected to have breached any of your obligations in this clause 12, Backbone reserves the right to suspend or cancel your Subscription without notice or any refunds.
Your Content
Type of Content
As part of using the Platform, you’ll be uploading images, content, information and materials you
share with us or the public (including feedback, suggestions and enhancement requests), including by using the features of the Platform, sharing content via the Platform on social media or by
contacting us, or when you register a Backbone Account (Posted Materials).
Posted Materials
By providing or posting any Posted Materials, you represent and warrant that: (a) you are authorised to provide the Posted Materials;
(b)The Posted Materials are free from any harmful, discriminatory, sexually explicit, politically or
religiously inappropriate, defamatory or maliciously false implications and do not contain any offensive or explicit material;
(c)The Posted Materials are not “passing off” of any product or service and does not constitute
unfair competition;
(d)The Posted Materials do not infringe any and all present and future intellectual and industrial
property rights throughout the world (whether registered or unregistered), including copyright,
trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights
to registration of such rights (including renewal), whether created before or after the date of this
agreement (Intellectual Property Rights);
(e)The Posted Materials are accurate and true at the time they are provided;
(f)Any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant company and/or your experience;
(g)The Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and
(h)The Posted Materials do not breach or infringe any applicable laws, regulations or orders.
Posted Materials-IP Licence
By uploading any Posted Materials, you grant to Backbone (and its agents or service providers) a
perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to
sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that
Posted Material in order for Backbone to use, exploit or otherwise enjoy the benefit of such
Posted Material
Removal of Posted Materials
We don’t have any obligations to screen Posted Materials in advance of them being posted and
your compliance with these Terms is your responsibility. However, we may, if we choose, review
and remove any Posted Materials at any time without giving any explanation or justification for
removing the material and/or information.
Our Content
Unless we indicate otherwise, all materials used in the Platform (including text, graphics, logos,
icons, sound recordings and software) are subject to Intellectual Property Rights that are owned
or licensed by us.
You can only access and use these materials for the sole purpose of enabling you to use the Platform in accordance with the plan you are on, except to the extent permitted by law or where you
have received prior written approval from us.
Third Party Content & Links
The Platform may contain text, images, data and other content provided by a third party (Third
Party Content). We’re not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content.
The Platform may also contain links to websites operated by third parties (Third Party Links). Third
Party Links are provided for convenience and may not remain current or be maintained. We do not
endorse and are not responsible for Third Party Links and have no control over or rights in linked
websites.
Service Limitation
The Platform are made available to you strictly on an ‘as is’ basis. We can’t guarantee, and make
no warranties, to the extent permitted by law, that:
(a)The Platform will be free from errors or defects;
(b)The Platform will be accessible or available at all times;
(c)Messages sent through the Platform will be delivered promptly, or delivered at all;
(d)Information you receive or supply through the Platform will be secure or confidential; or
(e)Any information provided through the Platform is accurate or true.
Liability & Indemnity
To the maximum extent permitted by applicable law, Backbone limits all liability in aggregate to
any person for loss or damage of any kind, however arising whether in contract, tort (including
negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the
Platform to the total amount of fees paid by you in the 3 months preceding the event which gives
rise to the liability. This includes the transmission of any computer virus.
You agree to indemnify Backbone and its employees, contractors and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, you or your representatives use of the Platform and/or breach of these Terms. All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded.
Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled
to certain remedies (like a refund) if there is a failure with the Platform.
To the maximum extent permitted by law, under no circumstances will Backbone be liable for any
incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection
with the Platform, these Terms or their subject matter (except to the extent this liability cannot be
excluded under the Competition and Consumer Act 2010 (Cth)).
Cancellation
Cancellation by You
You are responsible for the cancellation of your Backbone Account. You can cancel your Backbone
Account at any time by using the functionality provided on the Platform.
Cancellation by Us
To the maximum extent permitted by law, we reserve the right to cancel your access to part or all
of the Platform at any time, effective immediately, and you will not be refunded unless certain
conditions are met, which are to be determined at Backbone’s complete
discretion.
Effect of Cancellation
(a)Upon cancellation, termination or expiry of your Backbone Account, we will delete any Posted
Materials, advertisements and endorsements associated with your Backbone Account. You won’t
be able to recover any of this after cancellation, termination or expiry of your Backbone Account
so we recommend you back up anything important to you.
(b)Backbone won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss,
damages or expenses arising out the cancellation, termination or expiry of your Backbone Account.
(c)You acknowledge and agree that if you cancel your account in accordance with this clause 19,
you will not be entitled to any refunds for the remaining Subscription Period.
Survival
Any clause that by its nature would reasonably be expected to be performed after the termination
or expiry of this agreement will survive and be enforceable after such termination or expiry.
Privacy & Cookie Policy
You agree to be bound by the clauses outlined in Backbone’s Privacy Policy (accessible on www.bizbackbone.com) and Cookie Policy (accessible on www.bizbackbone.com)
Location of Platform
Backbone controls the operation of the Platform from headquarters located in Australia. Some
Platform or parts thereof may be operated from, or hosted on mirrors or servers, at various locations outside of Australia.
We make no representation or warranty that all of the features of the Platform will be available to
you outside of Australia or that they are permitted to be accessed outside Australia.
You’re solely responsible for your decision to use the Platform from other locations and you acknowledge that such use may be subject to, and you are responsible for, compliance with applicable local laws in relation to your use of the Platform.
Notices
(a) A notice or other communication to a party under this agreement must be:
(i) In writing and in English; and
(ii) Delivered via email to the other party, to the email address specified in this agreement, or if no
email address is specified in this agreement, then the email address most regularly used by the
parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was
not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in
the state or territory whose laws govern this agreement, in which case the notice will be taken to
be given on the next occurring business day in that state, unless that falls on a Saturday, Sunday
or a public holiday in the state or territory whose laws govern this agreement, in which case the
notice will be taken to be given on the next occurring business day in that state or territory; or
(ii) When replied to by the other party, whichever is earlier.
General
Governing Law & Jurisdiction
This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts
of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis
that the process has been brought in an inconvenient forum
Waiver
No party to this agreement may rely on the words or conduct of any other party as a waiver of any
right unless the waiver is in writing and signed by the party granting the waiver.
Severance
Any term of this agreement which is wholly or partially void or unenforceable is severed to the
extent that it is void or unenforceable. The validity and enforceability of the remainder of this
agreement is not limited or otherwise affected.
Joint & Several Liability
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
Assignment
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this
agreement without the prior written consent of the other party.
Costs
Except as otherwise provided in this agreement, each party must pay its own costs and expenses
in connection with negotiating, preparing, executing and performing this agreement.
Entire Agreement
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to
the subject matter of this agreement.
Interpretation
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (currency) a reference to $; or “dollar” is to Australian currency;
(c) (gender) words indicating a gender includes the corresponding words of any other gender;
(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or
grammatical form of that word or phrase has a corresponding meaning;
(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a
corporation, an authority, an association, consortium or joint venture (whether incorporated or
unincorporated), a partnership, a trust and any other entity;
(f) (party) a reference to a party includes that party’s executors, administrators, successors and
permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to
or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including this agreement) is to that document as
varied, novated, ratified or replaced from time to time;
(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and
(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party
because that party was responsible for the preparation of this agreement or that provision.
