Terms

Some fine print for a rainy day.

Chorum

Chorum Pty Ltd

ABN 19 654 131 503

TERMS OF SERVICE

INTRODUCTION

The Company provides the Chorum planning tool for use on the Salesforce platform. Use of the Chorum application is subject to these Terms of Service.

definitions

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

ABN means Australian Business Number.
Account means a Chorum account subscribed for by an Owner.
Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service and any special conditions.
Authorised User means a User authorised by the Owner to access their Account.
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.
Chorum means the Chorum digital platform accessible from https://chorum.my.salesforce.com.
Company means Chorum Pty Ltd ABN 19 654 131 503.
Corporations Act means the Corporations Act 2001 (Cth).
Fee means a fee charged by the Company for use of Chorum.
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
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.
Owner means the primary User responsible for a business or other organisation’s Account.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at https://chorum.squarespace.com/privacy-policy.
Salesforce means the Salesforce platform and various other software provided by Salesforce Inc.
Salesforce Account means the Salesforce account subscribed for, and operated by the User.
Site means the Chorum website accessible at www.chorum.com.
Subscription Fee means a Fee charged by the Company for use of Chorum on a periodical basis.
Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Term means the term that this Agreement will remain in-force between the parties.
Terms of Service means the terms and conditions of using Chorum, as updated from time-to-time, which can be found at www.chorum.com/terms.
TPS means an online third-party service provider with whom a User holds an account.
User means any registered User that uses Chorum, including an Owner or Authorised User where implied by context.
User Content means information, images, code, documents or other data that is uploaded or input into Chorum by the User or that forms part of the User’s Intellectual Property.
Workspace means a workspace within an Owner’s Account where Authorised Users can collaborate on projects.

USING Chorum
1. General
  1. The User agrees that all use of Chorum is subject to these Terms of Service.
  2. The Term shall be ongoing until terminated in accordance with the terms of this Agreement.
  3. To use Chorum the User must:
    1. have set an Account up;
    2. have an active Salesforce Account linked to their Account; and
    3. log into Chorum; and
  4. Chorum is only available to Users over the age of 18.
  5. The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.
2. Verification of Identity
  1. To open an Account, an Owner may be required to verify their identity by (without limitation) email, telephone, residential or business address, social media or other third-party online service, referrals, references and/or formal photographic identification. You agree to provide the Company with all necessary verifications we require to provide you with access to Chorum.
  2. The Owner warrants that they are authorised to enter this Agreement on behalf of (and therefore bind) each business or other organisation for which they will operate a Chorum Workspace;
3. Features
  1. Chorum requires an integration with Salesforce to operate, and does not work independently of Salesforce. The Owner must have an active Salesforce subscription to operate Chorum.
  2. Chorum may allow a User to:
    1. Manage support tickets;
    2. Create and manage development tasks;
    3. Manage approvals of tasks;
    4. Use kanban boards and timeline charts to manage task workflow and deadlines;
    5. Generate reports;
    6. Customise workflows;
    7. Update data in the User’s Salesforce database; and
    8. Such other features the Company may make available from time-to-time.
User Content
1. The User understands and agrees that:
  1. User Content is the sole responsibility of the person that enters that User Content into Chorum.
  2. The Company shall not be responsible for any User Content accessed or used by Salesforce or any other application that accesses the User Content via a Salesforce Account, or the inability to access or use User Content (as the case may be).
  3. User Content may only be shared between, or viewed by the Users of the relevant Workspace. No User Content shall be accessible between Users of different Workspaces or Owner Accounts.
  4. To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
  5. The User must not infringe any third-party Intellectual Property Rights by via their use of Chorum.
  6. Each User is responsible for the accuracy, quality and legality of any User Content uploaded by the User, and the User’s acquisition of it, and the users that create, access and/or use User Content.
  7. The Company shall not access, use, modify or otherwise deal with User Content except where required by compulsion of law or upon the User’s authority (such as to provide support for Chorum).
2. Storage on Salesforce.
  1. All User Content is stored within the relevant Salesforce Account. Chorum stores no User Content in any way other than within the Owner’s Salesforce Account. The User should refer to the Salesforce website for information on how their User Content is handled.
  2. Chorum has no ability to store or backup User Content, and shall not be liable for any loss, corruption or breach of User Content stored within Salesforce.
Fees, payments & refunds
1. Fees
  1. Unless agreed otherwise in a separate order form, the primary Fee to use Chorum shall be the Subscription Fee, which is payable in advance (after any free trial period has expired).
  2. Each Fee applies in accordance with such features and/or services subscribed for by the User in accordance with the pricing described on the Site, or as otherwise agreed with the Company.
  3. The User agrees to make payment in advance for all Fees due at such frequency, or on such dates as the User has subscribed for, or as otherwise agreed with the Company (such as on an order form).
  4. All payments shall be made by electronic funds transfer in accordance with the details provided on the relevant Tax Invoice, or in such other manner as the Company may direct from time-to-time. The User agrees that it has no right to access Chorum if it fails to make payments when due.
  5. The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.
  6. If a User does not accept a change to any Fees, then it can simply terminate its Account.
2. Currency. All Fees are quoted in US dollars, however transactions may be processed in an equivalent foreign currency (such as Australian dollars or British pounds).
3. GST. For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the User with a Tax Invoice for any payments.
4. Refunds. No refunds of Fees are offered other than as required by law.
5. Late Payment.
  1. If the User does not pay the full Fees as required, the Company may suspend all User access to Chorum for that Account.
  2. If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the User’s Account in Chorum without notice and end this Agreement.
  3. The User agrees that the Company shall not be responsible or liable in any way for:
    1. Interruptions to the availability of Chorum or User Content in the event of 4.5(a).
    2. Loss of User Content in the event of 4.5(b).
Third Party Login and Integration
1. Registration & Login.
  1. A User may be able to register as a User, access Chorum and use integrated features by connecting their account with certain third party services (TPS) (e.g, Salesforce, Facebook, Twitter etc).
  2. As part of the functionality of Chorum the User may connect their profile with a TPS by:
    1. Providing their TPS login information to the Company through Chorum; or
    2. Allowing the Company to access their TPS in accordance with its terms & conditions of service.
  3. When connecting to Chorum using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.
2. Ongoing Availability.
  1. The User agrees that User access to Chorum may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Chorum.
  2. The User may disconnect the connection between Chorum and the TPS at any time.
  3. The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
3. Data from TPS. Where a User connects and or registers their account using a TPS, the User authorises the Company to use data from that TPS to create the User’s profile within Chorum.
General conditions
1. Licence
  1. By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Chorum for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
  2. The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of tasks) as it sees fit.
  3. The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.
2. Modification of Terms
  1. The Terms of Service may be updated by the Company from time-to-time.
  2. Where the Company modifies the Terms of Service, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Chorum.
3. Software-as-a-Service
  1. The User agrees and accepts that Chorum is:
    1. Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the servers operated by the Company, and is not available ‘locally’ from the User’s device; and
    2. Managed and supported exclusively by the Company from the servers operated by the Company and that no ‘back-end’ access to Chorum is available to the User.
  2. 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 Chorum.
4. Support
  1. The Company provides user support for Chorum via the email address support@chorum.com.
  2. The Company shall endeavour to respond to all support requests within 1 Business Day.
5. Use & Availability
  1. The User agrees that it shall only use Chorum for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
  2. The User is solely responsible for the security of its username and password for access to Chorum. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Chorum account.
  3. The User agrees that the Company shall provide access to Chorum to the best of its abilities, however:
    1. Access to Chorum may be prevented by issues outside of its control; and
    2. It accepts no responsibility for ongoing access to Chorum.
6. Privacy
  1. The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other users.
  2. The Privacy Policy does not apply to how the User handles personal information. If necessary under the Privacy Act, it is the User’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.
  3. Chorum may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.
7. Data
  1. Security. The Company takes the security of Chorum and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
  2. Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
  3. Storage. Chorum stores data on the Salesforce servers associated with the Salesforce Account. The Company has no ability to store User Content and usage data elsewhere.
  4. Backup. The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. Due to User Content being stored on servers operated by Salesforce, the Company does not warrant that it is able to backup or recover specific User Content from any period of time.
8. Intellectual Property
  1. Trademarks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
  2. Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Chorum.
  3. The Chorum Application. The User agrees and accepts that Chorum is the Intellectual Property of the Company and the User further warrants that by using Chorum the User will not:
    1. Copy Chorum or the services that it provides for the User’s own commercial purposes; and
    2. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Chorum or any documentation associated with it.
  4. Content. With the exception of User Content, all content submitted to the Company, whether via Chorum or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Chorum.
  5. User Logo. The Owner grants the Company a non-exclusive, revocable, royalty-free, worldwide licence to use the name and logo only for each business or organisation for which it manages a Workspace, for the purposes of promoting Chorum. The granting of this licence is subject to the Owner’s separate prior written consent which must not be unreasonably withheld,
9. Disclaimer of Third Party Services & Information
  1. The User acknowledges that Chorum is dependent on third-party services, including but not limited to:
    1. Salesforce (for which current status can be found at https://status.salesforce.com);
    2. Banks, credit card providers and merchant gateway providers;
    3. Telecommunications services;
    4. Hosting services;
    5. Email services; and
    6. Analytics services.
  2. The User agrees that the Company shall not be responsible or liable in any way for:
    1. Interruptions to the availability of Chorum due to third-party services; or
    2. Information contained on any linked third-party website.
10. Liability & Indemnity
  1. The User agrees that it uses Chorum at its own risk.
  2. The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
  3. The User 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 User’s use of or conduct in connection with Chorum, including any breach by the User of these Terms of Service.
  4. In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, 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 User’s access to, or use of, or inability to use Chorum, 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, or business interruption of any type, whether in tort, contract or otherwise.
  5. 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:
    1. The re-supply of services or payment of the cost of re-supply of services; or
    2. The replacement or repair of goods or payment of the cost of replacement or repair.
11. Termination
  1. Either party may terminate this Agreement by giving the other party 1 month’s written notice.
  2. Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
  3. Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 6.6, 6.7, 6.8, 6.10, 6.12, 6.13 and 6.14 survive termination of this Agreement.
12. Dispute Resolution
  1. If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
    1. Includes or is accompanied by full and detailed particulars of the Dispute; and
    2. Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
  2. Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
  3. Each party must ensure they keep the existence of the dispute confidential until the dispute is resolved.
  4. Subject to clause (e), 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.
  5. Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
  6. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
13. Electronic Communication and Notices
  1. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
  2. The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
  3. The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
  4. A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
  5. Notices must be sent to the parties’ most recent known contact details.
14. General
  1. Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
  2. Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.
  3. 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 this Agreement.
  4. Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
  5. Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
  6. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
  7. Amendment. The User may not assign or otherwise create an interest in this Agreement.
  8. Assignment. The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
  9. Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
  10. Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
  11. Interpretation. The following rules apply unless the context requires otherwise:
    1. Headings are only for convenience and do not affect interpretation.
    2. The singular includes the plural and the opposite also applies.
    3. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
    4. A reference to a clause refers to clauses in this Agreement.
    5. A reference to legislation is to that legislation as amended, reenacted or replaced, and includes any subordinate legislation issued under it.
    6. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
    7. A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
    8. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
    9. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.