Terms of Service
Welcome to Aglo. The Aglo Website and the mobile application Aglo are operated by Wired2Cloud Pty Ltd. (“Wired2Cloud”, “we”, “us” and/or “our”). The Aglo Website (the “Website”) and Aglo mobile application (the “App”) are software or programs offered by Wired2Cloud (collectively, the “Product”). The Product allows users (“Shoppers”, “you” and/or “your”) to be rewarded for collecting information in retail outlets while they are out shopping.
Acknowledgment and Acceptance Of The Terms of Service
THIS AGREEMENT IS AN ELECTRONIC CONTRACT THAT SETS OUT THE LEGALLY BINDING TERMS OF RELATIONSHIP BETWEEN WIRED2CLOUD AND YOU. BY SUBMITTING AN APPLICATION TO USE THE PRODUCT, AND BY CLICKING ON THE “I AGREE” BUTTON, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY.
Use of the Product is permitted only by individuals who can form legally binding contracts under applicable Law. Without limiting the foregoing, you must be at least 18 years old in order to accept this Agreement and use the Product.
Capitalised terms are defined as set forth below or elsewhere in the Agreement.
- “Mission”means a specific survey request entered into the Product by Wired2Cloud Customer or by Wired2Cloud per Wired2Cloud Customer request that will be completed by Shoppers. The Mission shall include instructions to complete the Mission, a description of the survey request, the time & date by which the Mission must be completed (the “Mission Completion Date“) and the reward associated with the Mission (the “Reward“), if any.
1.2 “Mission Responses” means the information, including survey responses or photos uploaded by Shoppers to the Product in the course of performing a Mission.
2.1 Completing a Mission. By accepting a Mission, you agree to use your best efforts and abilities to perform such Mission in a professional manner, and to provide the Mission Responses as described in the Mission. By accepting a Mission, you are entering into a binding legal agreement with Wired2Cloud to provide the Mission Responses to Wired2Cloud Customers via the Product, for the Reward specified in the Mission. Do not accept a Mission unless you are sure that you understand what you are being asked to deliver. You have the right to decline to perform the Mission.
2.2 Evaluation of Mission Responses . When you have completed and delivered a Mission Response on or prior to the Mission Completion Date, Wired2Cloud and the Wired2Cloud Customer may evaluate the Mission Response(s) to determine, in their sole discretion, whether they comply with the requirements of this Agreement and the applicable Mission. If there are discrepancies with the Mission Responses relative to the description of requirements in the Mission, you will not receive the Reward for the Mission, if any.
- Payment to Shoppers
The Reward fee to Shoppers, less any payment processing fees, will be remitted by our third party payment processor, PayPal, for each Mission within fifteen (15) days after the Wired2Cloud Customer accepts the satisfactorily completed Mission Responses associated with the Mission. Unless otherwise stated, all Reward fees are quoted in Australian Dollars. You are responsible for paying all applicable taxes and for all expenses incurred by you in connection with completing the Mission or otherwise performing your obligations under this Agreement. We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it, we may (in addition to any other rights or remedies available to us) withhold your Fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
If Wired2Cloud or a Wired2Cloud customer reasonably rejects the mission responses provided by a shopper, the shopper will not receive the reward fee for the applicable mission (a ‘failed mission’). In the event of a failed mission, you, as a shopper, agree to and forever waive, release and forego any and all claims against Wired2Cloud regarding any reward fees related to the failed mission.
- Shopper Relationship
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, employment agency, contractor or employer-employee relationship between Wired2Cloud and you or between the Wired2Cloud Customer and you. You are not the agent of Wired2Cloud or the Wired2Cloud Customer and you are not authorised, and must not represent to any third party that you are authorised, to make any commitment or otherwise act on behalf of Wired2Cloud or the Wired2Cloud Customer. Without limiting the generality of the foregoing:
4.1 Taxes. Since you are not an employee of Wired2Cloud, we do not withhold income or employment taxes or any other amounts from any Reward fees paid to you under this Agreement. You are solely responsible for filing all tax returns and paying all amounts required by any federal, state, local, or foreign tax authority arising from the payment of Reward fees to you under this Agreement, and you agree to do so in a timely manner. We recommend that you consult your own tax advisor for information on your personal tax situation.
- Mission Responses
5.1 Delivery. You agree that you will use the Product to provide the Mission Responses to Wired2Cloud on or before the applicable Mission Completion Date. You acknowledge and agree that this is a ‘payment for responses’ agreement (i.e. you will be paid a Reward based on the delivery of accepted Mission Responses), and the amount of time you devote to each Mission in order to satisfactorily provide the Mission Responses is immaterial for the purposes of the Reward fees and will be in your sole discretion.
5.2 Ownership. By uploading the Mission Response to our Software, you hereby grant Wired2Cloud an irrevocable, perpetual, royalty-free, fully-paid up, worldwide right and license to reproduce, create derivatives of, publicly display, publicly perform, distribute, digitally transmit, use and otherwise exploit the Mission Response for Wired2Cloud’s business purposes. Upon acceptance of the Mission Response by the Wired2Cloud Customer and payment of the Reward to you, you shall and hereby do irrevocably and unconditionally assign to Wired2Cloud all right, title and interest worldwide in and to the Mission Response and all intellectual property rights thereto, including but not limited to all copyrights, and proprietary rights of every kind and nature. If any intellectual property rights, including moral rights, cannot (as a matter of law) be assigned by you to Wired2Cloud, then you unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against Wired2Cloud with respect to such rights.
6.1 Use and Disclosure. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Wired2Cloud’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Wired2Cloud’s or any Wired2Cloud Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Wired2Cloud Customers) that Wired2Cloud considers to be confidential or proprietary or Wired2Cloud has a duty to treat as confidential.
6.2 Standard of Care. You will protect the Confidential Information from unauthorised use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
6.3 Reverse Engineering. You will not attempt to reverse engineer, de-encrypt, or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of the Product, any other software, products, models, prototypes, or other items provided by Wired2Cloud that use, embody, or contain Confidential Information.
6.4 Exceptions. Your obligations under Sections 6.1 and 6.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Wired2Cloud’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Wired2Cloud, or is required by law or court order, provided that you immediately notify Wired2Cloud in writing of such required disclosure and cooperate with Wired2Cloud, at Wired2Cloud’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
6.5 Removal; Return. Upon Wired2Cloud’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Wired2Cloud or, if so directed by Wired2Cloud, destroy all tangible embodiments of the Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarising any Confidential Information, and (c) certify to Wired2Cloud in writing that you have fully complied with the foregoing obligations.
- No Conflicts
You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or that is otherwise inconsistent with this Agreement.
- Representations And Warranties
8.1 General. You represent, warrant, and covenant that:
(a) You will not, in the course of performing any Mission, infringe or misappropriate, and neither the Mission Responses nor any element thereof will infringe or misappropriate, any intellectual property right of any other person;
(b) All Mission Responses and all elements thereof are your original works and you have all rights necessary to grant the rights set forth in this Agreement;
(c) Neither the Mission Responses nor any element thereof will be subject to any restriction, mortgage, lien, claim, pledge, security interest, or encumbrance when delivered by you to Wired2Cloud;
(d) You will not grant, directly or indirectly, any right or interest in any Mission Responses to any other person;
(e) You have full right, power, and authority to enter into and perform this Agreement without the consent of any third party (including any of your current or former employers);
8.2 Indemnification. You will indemnify and hold harmless Wired2Cloud and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of any representation, warranty, covenant, or obligation in this Agreement, by you or any intentional misconduct or negligence by you in performing any Mission. In the event of any third-party claim, demand, suit, or action (a “Claim”) for which Wired2Cloud (or any of its affiliates, employees, or agents) is or may be entitled to indemnification hereunder, Wired2Cloud may, at its option, require you to defend such Claim at your sole expense. You may not agree to settle any such Claim without Wired2Cloud’s express prior written consent. You further acknowledge and agree that Wired2Cloud is not responsible for any liabilities, losses, damages, costs, or other expenses incurred by you in performing Missions and that you are solely responsible for all such costs and expenses.
- Limitation Of Liability
In no event will Wired2Cloud be liable for any consequential, indirect, exemplary, special or incidental damages arising from or relating to this agreement. Wired2Cloud’s total cumulative liability in connection with this agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Reward fees owed by Wired2Cloud for Missions performed under this agreement during the twelve-month period prior to the occurrence of the first claim to give rise to liability under this agreement.
You are responsible for your actions when undertaking a Mission. We will not cover you in respect to any injury you suffer or any injury you cause to a third party when performing Missions. We comment that you effect your own insurance prior to undertaking Missions.
10.1 Termination by Wired2Cloud. If you fail to meet any of your contractual obligations under this Agreement, or if you fail to meet the Wired2Cloud Customers’ standards for Missions, Wired2Cloud may terminate this Agreement, in whole or in part, at any time with or without cause for its convenience, effective upon one (1) day notice to you, in which case Wired2Cloud is obligated to pay you Reward fees earned by you through the effective date of termination or expiration. Wired2Cloud may withdraw any Mission at any time prior to your acceptance thereof pursuant to Section 2.
10.2 Termination by You. Effective upon one (1) day prior written notice to Wired2Cloud, you may terminate this Agreement, or any Mission, at any time.
10.3 Survival. Sections 3, 4, 5, 6, 8, 9, 10.3, and 11 will survive any termination or expiration of this Agreement. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.
- General Provisions
11.1 Governing Law; Venue. This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. You irrevocably consent to the personal jurisdiction of courts located in New South Wales, Australia for any suit or action arising from or related to this Agreement that may not be subject to Arbitration, as set forth below, and waive any right you may have to object to the venue of such courts.
11.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.3 No Assignment. This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Wired2Cloud’s express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. Wired2Cloud may assign this Agreement or any of its rights under this Agreement to any third party with or without your consent.
11.4 Notices. Wired2Cloud may give any notice required by this Agreement by means of a general notice on the Website, electronic mail to your email address on record with Wired2Cloud. Such notice shall be deemed to have been given upon the expiration of twelve (12) hours after sending (if sent by email) or posting the general notice to the Website. You may give notice to Wired2Cloud, addressed to the attention of the Wired2Cloud Legal Department. Such notice shall be deemed given when received by Wired2Cloud by letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to our office address.
11.5 Remedies. Wired2Cloud’s remedies for any breach of this Agreement by you will include damages, injunctive relief, specific performance, and restitution. You acknowledge that any breach of this Agreement by you would cause irreparable injury to Wired2Cloud for which monetary damages would not be an adequate remedy and, therefore, Wired2Cloud will be entitled to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
11.6 Waiver. All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.7 Time Is of the Essence. Time is of the essence in the completion of Missions and your other obligations under this Agreement.
11.8 Entire Agreement; Amendments. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged.
11.9 Feedback. In the event that you provide Wired2Cloud with any feedback regarding the Product, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the Product (“Feedback”), you hereby assign to Wired2Cloud all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.
11.11 Modifications to Product. Wired2Cloud reserves the right at any time to modify or discontinue, temporarily or permanently, all or part of the Product with or without notice. You agree that Wired2Cloud shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Product.
- App Stores. In the event you download the Mobile Application from an App Store (as defined below), the following terms and conditions will apply to you.
12.1 Mobile App License . Subject to the terms and conditions of this Agreement, Wired2Cloud grants you a non-exclusive, non-transferable, revocable, limited license to download, install and use a copy of the Mobile Application on a single mobile device that you own or control solely for your own personal use or internal business purposes. Furthermore with respect to any Mobile Application that you download though an App Store, you agree to comply with all applicable third party terms of the relevant App Store, such as the Apple and Google App Store’s usage rules.
12.2 App Stores . You acknowledge and agree that the availability of the Mobile Application is dependent on the mobile application marketplace (e.g. the Apple App Store or Google Play Marketplace) (each, an “App Store”) from which you received the Mobile Application. You acknowledge that this Agreement is between you and Wired2Cloud and not with the App Store. The App Store is not responsible for the Mobile Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). You agree to pay all fees charged by the App Store in connection with Mobile Application (if any). You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of this Agreement and will have the right to enforce this Agreement.
12.3 Accessing and Downloading the Mobile Application from the App Stores. You acknowledge and agree that (1) this Agreement is concluded between you and Wired2Cloud only, and not the App Store and (2) Wired2Cloud, not the App Store, is solely responsible for the Software and content thereof. Your use of the Mobile Application must comply with the applicable App Store’s terms of service governing the use of such App Store.
You acknowledge that the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile Application.
In the event of any failure of the Mobile Application to conform to any applicable warranty, you may notify the applicable App Store and the App Store will refund the purchase price for the Mobile Application to you. To the maximum extent permitted by applicable law, the App Store will not have any other warranty obligation whatsoever with respect to the Mobile Application. As between Wired2Cloud and the App Store, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Wired2Cloud.
You and Wired2Cloud acknowledge that, as between Wired2Cloud and the App Store, the App Store is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile Application or your possession and use of the Mobile Application, including, but not limited to: (1) product liability claims; (2) any claim that the Mobile Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
You and Wired2Cloud acknowledge that, in the event of any third party claim that the Mobile Application or your possession and use of that Mobile Application infringes that third party’s intellectual property rights, as between Wired2Cloud and the App Store, Wired2Cloud, not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
You and Wired2Cloud acknowledge and agree that the App Store is a third party beneficiary of this Agreement, and has the right to enforce this Agreement as related to your license of the Mobile Application against you as a third party beneficiary thereof.
Without limiting any other terms of this Agreement, you must comply with all applicable third party terms of agreement when using the Mobile Application.
Last Updated: 23-Jan-2017