MaiaGrazing Subscription Terms of Use
Last updated: August 9, 2024
Atlas Carbon Pty Ltd (ABN 38 637 706) (MaiaGrazing, we, us, our) operates the “MaiaGrazing Management" software tool and related services. This document (the Terms of Use) sets out the terms and conditions that govern your use of the MaiaGrazing Management Services and associated Documentation.
Please read these Terms of Use carefully, if these Terms of Use are presented to you on our website, then you agree to be bound by these Terms of Use by clicking the “I accept” button or checkbox (or similar). If applicable, these Terms of Use are also referenced in your Order Form. These Terms of Use apply to you whether you are subscribed to our Lite, Pro or Enterprise Subscription Plans. If you do not agree to these Terms of Use, you are not permitted to use the Services. In these Terms of Use, “you” refers to the company or person who accepts or is bound by these Terms of Use
1. Definitions
1.1 Aggregated Data means all data that is compiled, aggregated or generated by the Services, excluding Your Data, but including the use and aggregation of Your Data in such a manner that does not identify you;
1.2 Authorised User means the end user of the Services, which may be you and/or any additional individual who is authorised by you to use the Services;
1.3 Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation;
1.4 Commencement Date means the commencement date set out in the Order Form, or if no date is set out in the Order Form, the date you or an Authorised User first uses the Services;
1.5 Confidential Information means any information provided by a party to the other party in connection with the Services or these Terms of Use and in the case of MaiaGrazing, includes the Order Form, or any other information regarding the Services, but does not include information which is in or becomes part of the public domain, other than through a breach of these Terms of Use or of an obligation of confidence, or information which a party proves was independently acquired or developed without breaching any of the obligations set out in these Terms of Use;
1.6 Documentation means any documentation relating to the Services released by MaiaGrazing from time to time;
1.7 Fees means any fees or amounts payable by you to MaiaGrazing under these Terms of Use, including the fees set out in the Order Form;
1.8 Intellectual Property Rights means patents (including patent applications), registered designs, trade marks (whether registered or otherwise), copyright, database rights, design rights and other intellectual property rights, including in other jurisdictions that grant similar rights;
1.9 Laws includes any requirement of any statute, rule, regulation, proclamation, order in council, ordinance or bylaw whether Commonwealth, State, Territorial or local;
1.10 MaiaGrazing Intellectual Property means all Intellectual Property Rights owned or licensed by MaiaGrazing;
1.11 Order Form means the order form or quotation executed by the parties in respect of the Services;
1.12 Personal Information means all "personal information", "health information" and "credit reporting information" (as defined by Privacy Laws); and
1.13 Privacy Laws means all laws and regulations in Australia relating to data privacy including the Privacy Act 1988 (Cth) and applicable State and Territory legislations;
1.14 Services means the “MaiaGrazing Management” software (website and mobile application) information management tools, and any other services provided to you and Authorised Users by us under these Terms of Use, including any modifications or improvements;
1.15 Subscription Term means the term as specified in the relevant Order Form, or as set out in these Terms of Use;
1.16 Subscription Plan means the level or type of subscription as set out in the relevant Order Form and under Schedule 1 of these Terms of Use;
1.17 Support Services means the technical or user support service in relation to the Services that you are entitled to receive under these Terms of Use, based on your Subscription Plan;
1.18 Term means the term of these Terms of Use commencing on the date of acceptance of these Terms of Use and continuing until termination by either party in accordance with these Terms of Use or at the end of the applicable Subscription Term if no further Services have been ordered; and
1.19 Your Data means information, images, documents and other data that is specifically identifiable to you, including information that was entered by you or your Authorised Users using the Services.
2. Provision of Services
2.1 During the Subscription Term, MaiaGrazing grants you a limited, non-exclusive and non-transferable licence to access and use the Services in accordance with the Subscription Plan you have subscribed to and on the terms and conditions of these Terms of Use.
2.2 The Subscription Plan that you have subscribed to will determine the specific benefits and features available to you and your Authorised Users in relation to the Services, and any limitations or restrictions regarding your access to and use of the Services. You agree to comply with any limitations and restrictions specified in the Subscription Plan, including any limits on access to and usage of the Services.
2.3 If you breach any limitations or restrictions specified in the Subscription Plan you must (a) immediately reduce or limit your use of the Services so that it complies with the relevant restrictions or limits; or (b) upgrade the Services to a Subscription Plan which would allow your continue use of the Services to comply with these Terms of Use.
3. Acceptable Use
3.1 You and your Authorised Users must not:
(1) copy, modify, reproduce, republish, distribute or display any portion of the Services except where expressly permitted in these Terms of Use or as permitted under the Copyright Act 1968 (Cth);
(2) disassemble, decompile, reverse engineer or modify any component of the Services, or use any automated means to collect information from the Services (including any data mining robots or other extraction tools);
(3) meta tag or mirror the Services without our prior written consent;
(4) use conduct or attempt to conduct web scraping of any part of the Website or any of the Services, including any content contained within or hosted on the Services;
(5) sell, lease or sublicense any part of the Services, or the content contained within or hosted on the Services;
(6) upload, post, host, store, communicate or display any content that you do not have all the rights required under the applicable Law;
(7) infringe the intellectual property rights of any other person;
(8) access, use, alter or interfere with any areas of the Services that you are not authorised to access;
(9) misuse the Services by tampering with their normal operation, or trying to access the Services using a method or interface other than those we provide;
(10) transmit any viruses, malware, trojan horses, worms, or other types of malicious or harmful software or code, or links to such software or code, onto or through the Services;
(11) impersonate another person or organisation, including any of our employees, or misrepresent your identity;
(12) reproduce, communicate, adapt, record, transfer, publish, perform, display, broadcast, distribute, offer or make available any of the content contained within or hosted on the Services in contravention of any applicable Law or in breach of any person’s intellectual property rights;
(13) remove or amend any intellectual property notices contained in or displayed on the Services;
(14) use another person’s login details for the Services without their permission; or
(15) breach another person’s privacy, for example by posting their personal information without first obtaining their consent or having another lawful ground(s) to do so.
3.2 If you fail to comply with this section, we may suspend or terminate your access to and use of the Services in accordance with these Terms of Use.
4. Your obligations
1.1 As part of your subscription to the Services, you will be provided with a password and a unique username for each Authorised User. You are responsible for ensuring that Authorised Users comply with these Terms of Use in connection with use of the Services. An Authorised User is entitled to access the Services under multiple customer accounts.
1.2 You are solely responsible for the confidentiality, security and use of your username and password. You agree that you will be solely responsible for any activities or actions taken under your username and password, whether or not you have authorised such activities or actions. If you become aware of any unauthorised use of your username and password, you agree to notify us immediately through our designated support email address, support@maiagrazing.com.
1.3 You must ensure that you and your Authorised Users only access and use the Services for internal business purposes, which includes managing your profits and pastures for grazing.
1.4 You are responsible for complying with any usage restrictions applicable to your Subscription Plan, as set out in these Terms of Use, or an Order Form.
5. Support and monitoring
5.1 During your Subscription Term, we will provide you and your Authorised Users with the Support Services on a reasonable efforts basis, in accordance with the support you are entitled to under the Subscription Plan you have subscribed to.
5.2 We may need to temporarily suspend your access and use of the Services for planned downtime for upgrades and maintenance, unavailability of the platform due to circumstances beyond our reasonable control, or if we suspect malicious use of the Service.
5.3 We may, after giving you reasonable notice, at any time during the Term, monitor and inspect any documents, records, quality management programs and/or practices of you for the purposes of verifying your compliance with your obligations under or in connection with these Terms of Use in particular any usage requirements. You must provide all reasonable information and assistance to us in relation to such audit.
6. Payment and invoicing
6.1 Where your Subscription Plan includes the payment of Fees, MaiaGrazing will invoice you with a tax invoice for the Fees specified in the Order Form in accordance with these Terms of Use and you agree to pay such Fees.
6.2 We offer a direct debit payment method through our selected third party payment processor, as specified in the Order Form (unless agreed otherwise with MaiaGrazing). You are solely responsible for any fees or charges that may be imposed on you by a third party in connection with a direct debit payment. If any fees or charges are imposed on MaiaGrazing in connection with a direct debit payment, then these may be charged to you as set out in an Order Form or direct debit authorisation form with a third party payment processor.
6.3 All Fees will be charged in Australian Dollars and are exclusive of GST. GST will be included in the tax invoice and you are responsible for the payment of all applicable taxes. MaiaGrazing will remind you 5 days prior to your payment date that Fees are payable. In the event that you fail to pay any amounts due to MaiaGrazing under these Terms of Use, then without prejudice to MaiaGrazing’s other rights regarding the non-payment, MaiaGrazing may issue you an overdue notice. If we do not receive payment of the Fees within 10 days of the date of the overdue notice, we will provide you a reminder notification and may, at our sole discretion, cease providing you with the Services and without liability, disable you and your Authorised Users’ access to the Services until the outstanding amount is paid in full.
6.5 We may increase the Fees payable by you in respect of the Services by providing you at least 14 days’ notice before the end of a Subscription Term. Any increase in the Fees will only become effective from the commencement of the next Subscription Term.
7. Intellectual Property Rights
7.1 As between you and MaiaGrazing, MaiaGrazing owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Services, Aggregated Data and Documentation. Except for the limited rights granted under clause 2, all other rights are reserved by MaiaGrazing, and nothing in these Terms of Use transfers any right or title to, or interest in, any MaiaGrazing Intellectual Property to you.
7.2 You own Your Data. You grant to us a perpetual, worldwide, non-exclusive, royalty-free, transferable licence (including a right to sub-licence) to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content of Your Data to provide the Services to you, and to use the Aggregated Data to undertake data analytics, development and improvements to the Services provided that the derived data does not directly identify, or could reasonably be used to identify you.
7.3 Any comment, feedback, idea or suggestion (Comments) which you provide to us through using the Services will be owned by MaiaGrazing and you assign such Comments to MaiaGrazing. MaiaGrazing may, at its sole discretion, implement and exploit such Comments without any restriction or obligation to you. You agree that we are entitled to use your Comments for any commercial or non-commercial purpose without compensation to you or to any other person who has transmitted your Comments.
8. Privacy and Confidentiality
8.1 To the extent MaiaGrazing processes any Personal Information as defined under Privacy Laws, as part of the Services, we do so in accordance with our [Insert hyperlink to privacy policy] available on our website (as updated from time to time).
8.2 We will take commercially reasonable steps to protect the security, confidentiality and integrity of Your Data when using the Services. You acknowledge information you transmit to us is entirely at your own risk.
8.3 The Services, Aggregated Data and all derivative works, pricing and other information set out in any Order Forms for the Services, and these Terms of Use are our Confidential Information. You must protect our Confidential Information from unauthorized use, access or disclosure.
9. Liability
9.1 You acknowledge that the Services are provided ‘as-is’. MaiaGrazing does not warrant that the use of the Services will be uninterrupted, timely or error free. MaiaGrazing is not responsible for delays, disruptions or other faults to the Services that are beyond our reasonable control, including problems with the public internet and network of you and your Authorised Users.
9.2 You acknowledge and agree any data, recommendations, opinions and findings provided to you are based on the assumptions and qualifications as communicated in providing the Services which may change, be incorrect or contain errors. While we have exercised care and diligence we have not, save as specifically stated, independently verified the accuracy, completeness and currency of the information and data provided by you or any third parties.
9.3 Subject to this clause 9. MaiaGrazing excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms of use in relation to the Services that are not expressly set out in these Terms of Use to the maximum extent permitted by law. If MaiaGrazing is liable to you under Australian Consumer Law in relation to the failure to comply with a guarantee that cannot be excluded, MaiaGrazing limits its liability to the resupply of the services or the payment of the cost to resupply.
9.4 Subject to this clause 9 and notwithstanding any other provision of these Terms of Use, the maximum liability of MaiaGrazing for any losses, damages or claims, howsoever arising, whether in contract, tort (including negligence) or otherwise in connection with these Terms of Use is limited to the amount paid or payable by You under this Agreement in the 6 month period preceding the first event giving rise to liability under this Agreement. The foregoing limitation operates as an aggregate limit for all losses, damages or claims in connection with these Terms of Use, whenever occurring or notified. Neither party will be liable for any consequential loss, however caused or arising, whether in contract or tort (including negligence) or otherwise suffered or incurred by the other party in connection with these Terms of Use. For the avoidance of doubt, nothing in this clause applies to or limits the obligations of you in relation to payment of Fees.
9.5 Nothing in these Terms of Use excludes a party’s liability resulting from fraud or death, personal injury or damage to tangible property caused by either party’s breach of these Terms of Use.
9.6 Downgrading your Subscription Plan to ‘Lite’ may cause the loss of features or capacity of the Services to you, compared to a higher Subscription Plan. MaiaGrazing does not accept any liability for any such loss.
10. Indemnity
10.1 By accessing our Services, you agree to indemnify and hold us harmless from all claims, actions, damages, costs and expenses including legal fees arising from or in connection with your use of the Services.
10.2 You indemnify MaiaGrazing from and against any and all liability, costs, expenses, losses suffered or incurred by MaiaGrazing arising out of or in connection with:
(1) any claim, action or proceedings brought against MaiaGrazing by any third party alleging that Your Data as submitted or used in connection with the Services infringes the Intellectual Property Rights or privacy related rights of a third party, and
(2) any wilful breach of these Terms of Use by you.
11. Force Majeure
11.1 If a force majeure event causing delay continues for more than 30 days, we may terminate these Terms of use by giving at least 7 days’ notice to you. “Force Majeure” means any act, circumstance or omission over which we could not reasonably have exercised control.
12. Term and Termination
12.1 If you are on a “Lite” Subscription Plan, either you or MaiaGrazing may terminate your subscription at any time. Additionally, MaiaGrazing may deactivate your account if you have subscribed to a “Lite” Subscription Plan and you have not used or accessed the Services for more than 6 months. You may sign up to a new Subscription Plan at any time following deactivation.
12.2 If you are on a “Pro” or “Enterprise” Subscription Plan, the Subscription Term commences on the Commencement Date and will continue for the Subscription Term as set out in the applicable Order Form, unless these Terms of Use are terminated earlier in accordance with this clause.
12.3 Where specified in your Order Form, your Subscription Plan will automatically renew for a successive Subscription Term unless a party provides written notice to the other party of their intention to not renew the Subscription Term prior to the expiration of the then current Subscription Term. Upon expiry of the Subscription Term, these Terms of Use will also expire.
12.4 MaiaGrazing may terminate these Terms of Use and your Order Form with immediate effect if you fail to comply with a written notice requiring you to remedy a breach of these Terms of Use within 14 days of receiving that notice, or if you commit a breach that is incapable of remedy. MaiaGrazing is entitled to invoice you any Fees relating to the remainder of the then current Subscription Term, such Fees will become immediately payable upon termination of these Terms of Use.
12.5 In the event of termination of these Terms of Use, your Order Form will be automatically terminated.
12.6 In the event of termination, you must immediately cease to use the Services and pay all Fees (if applicable) under these Terms of Use that are payable as at the date of termination.
12.7 The termination or expiry of these Terms of Use does not operate to terminate any rights or obligations under these Terms of Use that by their nature are intended to survive termination or expiration.
13. Changes to these Terms of Use
13.1 To the extent permitted by law, MaiaGrazing may vary these Terms of Use from time to time.
13.2 Changes made by MaiaGrazing to these Terms of Use will be binding on you as follows:
(1) for changes that relate to new features or functionalities of the Services, when you utilise those new features or functionalities;
(2) for all other changes, MaiaGrazing will give you at least 30 days prior notice of the change, during which you may elect to terminate these Terms of Use if you do not agree to them. Following the notice period, the changes will be binding on you; and
(3) MaiaGrazing may, from time to time, require you to confirm your acceptance of the updated Terms of Use in order to continue to use the Services.
14. General
14.1 If anything in these Terms of Use is unenforceable, illegal or void, or shall be held by a court of competent jurisdiction to be so, then it is severed and the rest of the Terms of Use remain in force.
14.2 MaiaGrazing’s failure to exercise any power or right under these Terms of Use does not operate as a waiver of that power or right by MaiaGrazing.
14.3 You may not assign or otherwise deal with these Terms of Use except with the prior written consent of MaiaGrazing.
14.4 In these Terms of Use, reference to "including" and similar expressions are not words of limitation, and headings are for convenience only and do not form part of these Terms of Use or affect their interpretation.
14.5 The law of the State of New South Wales governs this Agreement. MaiaGrazing and you submit to the non-exclusive jurisdiction of the courts of the State of New South Wales and of the Commonwealth of Australia.