Terms & Conditions

Brave Energy Pty Ltd Terms & Conditions

(Last Updated August 6th, 2019) 

INTRODUCTION

Thank you for using the Bravecloud™ website, by Brave Energy Pty Ltd.  These terms & conditions (“Terms”) describe your rights and responsibilities as a user of our website. 

These Terms are between you and Brave Energy Pty Ltd (“Brave”, “we or “us”) that owns or operates the website that you are using or accessing. “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually.  

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or similar button or checkbox) that is presented to you. 

Please note that if you sign up for our demo using an email address from your employer or another entity, then a) you will be deemed to represent such party, b) your click to accept will bind your employer or that entity to these terms and c) the word ‘You’ in these terms will refer to your employer or that entity.

These terms and effective as of the date you first click “I agree” (or similar button or checkbox) or use or access our Bravecloud Services, whichever is earlier (the “Effective Date”). These terms do not have to be signed in order to be binding.

Definitions

Certain capitalised terms are defined in this section, and others are defined contextually in these Terms.

  1. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the owner to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
  2. “Bravecloud Products” or “Bravecloud Services” or “Products” or “Services” mean our hosted or cloud-based solutions (currently designated as “Cloud” deployments), including the 90-day demo as advertised.
  3. “Your Data” means the information your provide in order to access the Cloud Products. This pertains to name, company, general contact information, password.
  4. “Documentation” means our standard published documentation for Bravecloud.
  5. “End User” means an individual you or an Affiliate permits or invites to use the demo. For the avoidance of doubt: (a) individuals invited by your End Users, (b) individuals under managed accounts, and (c) individuals interacting with the demo as your customer are also considered End Users.
  6. “End User Account” means an account established by you or an End User to enable the End User to use or access the demo.
  7. “Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Demo, Support or Additional Services.
  8. “Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
  9. “Notification Email Address” means the email address(es) you used to register the demo account or otherwise sign up for the demo. It is your responsibility to keep your email address(es) valid and current so that we are able to send notices, statements, and other information to you.
  10. “Order” means Bravecloud Service or Bravecloud Product applicable flows, registration screens or other approved processes describing the products and services you are registering access from us and, as applicable, their permitted scope of use. As applicable, the Order will identify: (i) the Demo (ii) the number of End Users, Subscription Term, domain(s) associated with your use of the Demo, storage capacity or limits and other scope of use parameters.
  11. “Our Deliverables” means any materials, deliverables, modifications, derivative works or developments that we provide in connection with any Additional Services.
  12. “Our Policies” means our Terms & Conditions, Privacy policy, Cookies policy and (unless specified) any other policies or terms referenced in these Terms.
  13. “Our Technology” means the Bravecloud Products, , Bravecloud Services, Our Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
  14. “Sensitive Data” means any (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
  15. “Subscription Term” means your permitted subscription period for a Bravecloud demo, as set forth in the applicable Order.
  16. “Support” means support for the demo.
  17. “Your Data” means any data, content, code, video, images or other materials of any type that you (including any of your End Users) submit to Bravecloud. In this context, “submit” (and any similar term) includes submitting, uploading, transmitting or otherwise making available Your Data to or through our Bravecloud Products.
  18. “Your Materials” means your materials, systems, personnel or other resources

What these Terms cover

Bravecloud Products

These Terms govern our Cloud Products, related Support, and Additional Services. These Terms include Our policies (including our Privacy policy), the Product-Specific Terms, and your Demo.

Software Products Not Covered

These Terms do not apply to our downloadable software products (currently designated as “Server” and “Data Center” deployments), use of which requires a separate license agreement with us. For clarity, however, any client software (e.g., a desktop or mobile application) we provide as part of the Cloud Products themselves remains subject to these Terms.

How Cloud Products are administered.

End User Consent

You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in these Terms and the Privacy policy; and (ii) Brave’s provision of the Cloud Products to Administrators and End Users. You will provide evidence of such consents upon our reasonable request. 

Responsibility for End Users

Our Cloud Products have various user on-boarding flows. Some Cloud Products require users to be designated by Administrators and some allow users to sign up for accounts which can become associated with teams or organisations at a later time. You are responsible for understanding the settings and controls for each Cloud Product you use and for controlling whom you allow to become an End User. If payment is required for End Users to use or access a Cloud Product, then we are only required to provide the Cloud Products to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use the Cloud Products. Some Cloud Products may allow you to designate different types of End Users (for example, Jira Service Desk distinguishes between “agents” and “customers”), in which case pricing and functionality may vary according to the type of End User. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Data, even if those End Users are not from your organisation or domain. We may display our User Notice to End Users at sign up, account creation, Cloud Product registration, or in-product.

Credentials

You must require that all End Users keep their user IDs and passwords for the Cloud Products strictly confidential and do not share such information with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorised use of which you become aware.

Age Requirement for End Users

The Cloud Products are not intended for, and should not be used by, anyone under the age of 18. You are responsible for ensuring that all End Users are at least 18 years old.

Domain Name Ownership

Where you are required to specify a domain for the operation of a Cloud Product or certain Cloud Product features, we may verify that you own or control that domain. If you do not own or control the domain you specify, then we will have no obligation to provide you with the Cloud Product or Cloud Product features.

What’s included in your Cloud Product subscriptions; what are the restrictions

Access to Cloud Products

Subject to these Terms and during the applicable Subscription Term, you may access and use the Cloud Products for your own business purposes or personal use, as applicable, all in accordance with these Terms, the applicable Order and the Documentation. This includes the right, as part of your authorised use of the Cloud Products, to download and use the client software associated with the Cloud Products. The rights granted to you in this Section are non-exclusive, non-sublicensable and non-transferable.

Support

During the 90 days Demo and Subscription Term, we will provide Support for the Cloud Products.

Restrictions

Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the Cloud Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Cloud Products to a third party; (c) use the Cloud Products for the benefit of any third party; (d) incorporate any Cloud Products into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Cloud Products intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Cloud Products, except to the extent expressly permitted by applicable law (and then only modern advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Cloud Product; (h) use the Cloud Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Cloud Products; or (j) encourage or assist any third party to do any of the foregoing.

Our security and data privacy policies.

Security

We implement security procedures designed to help protect Your Data from security attacks.

Privacy

We collect certain data and information about you and your End Users in connection with you and your End Users’ use of the Cloud Products and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy policy, which you acknowledge.

Improving Cloud Products

We are always striving to improve the Cloud Products. In order to do so, we use analytics techniques to better understand how our Cloud Products are being used. For more information on these techniques and the type of data collected, please read our Privacy policy.

Subpoenas

Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you wherein permitted to do so. Brave strives to balance your privacy rights with other legal requirements.

Terms that apply to Your Data

Using Your Data to provide Cloud Products to You

You retain all right, title and interest in and to Your Data in the form submitted to the Cloud Products. We may access your accounts, End User Accounts, and your Cloud Products with End User permission in order to respond to your support requests.

Your Data Compliance Obligations

You and your use of Cloud Products (including use by your End Users) must comply at all times with these Terms, all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Cloud Products and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorise in these Terms will not violate 

  1. any Laws, 
  2. any third-party intellectual property, privacy, publicity or other rights, or 
  3. any of your or third-party policies or terms governing Your Data. Other than our express obligations under these terms (Our security and data privacy policies), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Cloud Products.

Your Indemnity

You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) your breach of Section (End User Consent) or any claims or disputes brought by your End Users arising out of their use of Cloud Products, (ii) your breach (or alleged breach) of Section (Your Data Compliance Obligations) or (No Sensitive Data); or (iii) Your Materials. This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at your expense.

Removals and Suspension

We have no obligation to monitor any content uploaded to the Cloud Products. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our policies, or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may (1) remove Your Data from the Cloud Products or (2) suspend your access to the Cloud Products. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Cloud Product or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Cloud Products as described in these terms.

Third-Party Products

You (including your End Users) may choose to use or procure other third-party products or services in connection with the Cloud Products, including Third Party Apps or implementation, customisation, training or other services. Your receipt or use of any third-party products or services (and the third parties’ use of any of Your Data) is subject to a separate agreement between you and the third-party provider. If you enable or use third party products or services with the Cloud Products (including Third Party Apps as referenced in we will allow the third party providers to access or use Your Data as required for the interoperation of their products and services with the Cloud Products. This may include transmitting, transferring, modifying or deleting Your Data, or storing Your Data on systems belonging to the third-party providers or other third parties. Any third-party provider’s use of Your Data is subject to the applicable agreement between you and such third-party provider. 

We are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider.  We disclaim all liability and responsibility for any third-party products or services or for the acts or omissions of any third-party providers or vendors.

Additional Services

Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us.

Our Deliverables

We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to you only in connection with the Cloud Products, subject to the same usage rights and restrictions as for the Cloud Products. For clarity, Our Deliverables are not considered Cloud Products, and any Cloud Products are not considered to be Our Deliverables.

Your Materials

You agree to provide us with reasonable access to Your Materials as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused until you do so. You retain your rights in Your Materials, subject to our ownership of any Cloud Products, any of Our Deliverables or any of Our Technology underlying Your Materials. We will use Your Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Your Materials to provide them to us for such purposes.

Delivery

We will deliver the login instructions for Cloud Products to your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.

No contingencies on other products of future functionality

You acknowledge that the Cloud Products and Additional Services referenced in an Order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Cloud Products and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Cloud Products beyond the current Subscription Term), or dependent on any oral or written public comments we make regarding future functionality or features.

Cookies Policy

Our Sites use cookies. Our cookies do not contain any personally identifiable information, but without them some elements of our Sites may not function correctly. Cookies are a standard feature of modern web browsers. They are small files that are stored in your web browser and used to make websites work efficiently. We have outlined what our cookie policy is on our Cookie Policy page as you’ll find in our footer.

IP Rights in the Cloud Products and Feedback

Cloud Products are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology (including the Cloud Products). From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

Confidentiality

Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to the Cloud Products will be deemed our Confidential Information without any marking or further designation. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purchase other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this terms and that the Receiving Party remains responsible for compliance by them with the terms of this terms. The Receiving Party’s confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully its or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so, required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Term and Termination.

Term

These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.

Termination for Cause

Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

Termination for Convenience

You may choose to stop using the Cloud Products and terminate these Terms (including all Orders) at any time for any reason written notice to us, but, unless you are exercising your right to terminate early pursuant to (Our return policy), any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

Effects of Termination

Upon any expiration or termination of these Terms, you must cease using all Cloud Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to expert Your Data using the functionality of the Cloud Products during the applicable Subscription Term. If you terminate these Terms in accordance with this term (Termination for Cause), we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms in accordance with these terms (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

Warranties and Disclaimer.

Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

Our Warranties

We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Cloud Products (but we are not responsible for harmful materials submitted by you or End Users) (the “Performance Warranty”).

Warranty Remedy

We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the Cloud Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or (iii) to No-Charge Products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Terms.

Publicity Rights

We may identify you as a Bravecloud™ customer in our promotional materials. We will promptly stop doing so upon your request sent to support@bravecloud.com. 

Changes to these Terms

We may modify the terms and conditions of these Terms (including Our policies) from time to time. We will specify the effective date of the modifications at the beginning of these Terms.

No-Charge Products

You must accept the modifications to continue using the No-Charge Products. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Products.

Our Policies

We may modify Our Policies to take effect during your then-current Subscription Term in order to purpose to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.

Changes to the Cloud Products

You acknowledge that the Cloud Products are online, subscription-based products, and that in order to provide improved customer experience we may make changes to the Cloud Products, and we may update the applicable Documentation accordingly. Subject to our obligation to provide Cloud Products and Additional Services under existing Orders, we can discontinue any Cloud Products, any Additional Services, or any portion or feature of any Cloud Products for any reason at any time without liability to you.

Copyright License

Subject to the express provisions of these terms and conditions. We, together with our licensors, own and control all the copyright and other intellectual property rights in Bravecloud™ website and the material on our website; and all the copyright and other intellectual property rights in Bravecloud™ website and the material on our website are reserved.

Data Protection Policy

We process your personal data in accordance with our Privacy Policy found on this website.

Complaints and Contact

If you have any complaints and queries regarding our terms or policies please send us a message at info@bravecloud.com 

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