Terms

NEUTOPIA PTY LTD, 

ACN 167 226 977

February 2020

 

Neutopia Terms of Service

Content Managers

 

Welcome to Neutopia!  We are excited to have you join our community.

 

Before you start your Neutopia adventure, you will need to agree to these Terms of Service and complete the online Registration Form.

 

Capitalised Terms are defined at the end of these Terms of Service.

 

This Agreement is between Neutopia and you as a Content Manager.  

 

End Users of Neutopia must agree to the separate Neutopia End User Service Agreement available at www.neutopia.co.

 

  1. The Neutopia Service

 

    1. Neutopia operates the learning and community building service available at neutopia.co and related domains.

 

    1. Neutopia Content Managers source, post and manage content within their Neutopia Channel(s) and may invite anyone to access their content as an End User (for example business colleagues, students, team members,  friends, fellow interest group members etc).  Once invited by a Content Manager, End Users can join the Content Managers channel to view, access and interact with content, and other End Users. End Users may join multiple Neutopia Channels.

 

    1. Each Content Manager is responsible for the management of their Neutopia Channel and their End Users.

 

    1. Neutopia Service is provided on an “AS IS” basis.  

 

    1. Neutopia may revise the Neutopia Service at any time.  

 

    1. Neutopia does not make any representation or warranty that some or all the Neutopia service will always be available.  The availability of the Neutopia Service may be impacted from time to time for a variety of reasons including but not limited to actions by third party service providers, maintenance and support requirements. 

 

  1. Registration

 

    1. To allow Neutopia to provide its service and to confirm the identity of users of Neutopia, all users must accurately complete the online Registration processes.

 

    1. Failure to supply accurate responses to registration or to update information requested by Neutopia including at registration as details change may lead to loss of access to all or some of the Neutopia Service.

 

    1. Neutopia users may be required to verify their identity by (without limitation) email, telephone, residential or business address, social media, referrals, references and/or formal photographic identification.  You agree to provide Neutopia with all necessary certifications we require to provide you with access to the Services.

 

  1. Maintenance

 

    1. Neutopia will provide the Maintenance and support services as set out at www.neutopia.co.

 

    1. Neutopia supports Content Manager only, we do not support End Users directly.

 

  1. Fees

 

    1. Content Managers must pay Fees for the Term as set out in the Order Form.  Failure to pay Fees may result in Channel Members temporary or permanent inability to access, post and manage content on their Neutopia Channel.

 

    1. Unless otherwise agreed, all Neutopia fees must be paid by credit card.  Neutopia may suspend or terminate access to your Neutopia Channel if we cannot debit your credit card after fees are due from you to Neutopia.

 

    1. End Users may access Neutopia without charge.  However, their access to Neutopia may be limited or terminated due to their breach of their End User Agreement.

 

  1. Service Restrictions 

 

    1. Neutopia may limit or restrict access to the Site from time-to-time due to breach of these terms and conditions by you or any end users of your Neutopia content.

 

    1. Neutopia Content Standards: Neutopia may restrict access to the Site, or hold you liable if you download or post any material that you know, or ought to know:

 

  1. breaches the intellectual property of third parties including copyright,

  2. you do not have rights required to post, 

  3. contains commercial links or other content not relevant to the Neutopia channel,

  4. is false, defamatory, harassing of Neutopia users or other third parties,

  5. any kind of pornography,

  6. any kind of gambling or casino activity,

  7. any kind of activity related to illegal drugs or weapons,

  8. encourages or enables illegal activity, 

  9. encourages violent activities, 

  10. creates or enables security breaches to IT network security, contains virus or other malicious code,

  11. changes or hinders the operation of the Neutopia service, infringes the intellectual or other proprietary interests of third parties,

  12. impersonates another person or entity, attempts to solicit personal information from another user, contains sexually explicit language or images, advertises or promotes the sale of products or services such as firearms, tobacco or alcohol, adult products and services and any other products or services Neutopia considers to be inappropriate,

  13. contains spam, chain letters, pyramid and other such selling and marketing schemes, computer viruses, computer code, files or programs or other harmful components that are designed to interrupt, destroy, change or limit the functionality of Neutopia or any other computer software, hardware or other electronic equipment, information which in any way impinges on another user’s use or enjoyment of Neutopia or otherwise breaches or encourages other users to breach these Content Standards; and

  14. other activities intended to cause harm or distress to users of the Neutopia service.

 

Neutopia may revise these Content Standards at any time by publishing revised Content Standards on the Neutopia Service.

 

  1. Permitted Service Use and Content

 

    1. You understand and agree that Content Managers are responsible for management (compliance with Content standards) of the content on their Neutopia Channel.   If Content Managers fail to remove content that breaches these Terms of Service, Neutopia has the right (but not the obligation) to remove content without notice and any other action(s) reasonably required to prevent similar breaches of its content standards in future.

 

    1. Content Managers will be the sole responsibility of the person or entity that posted the content to the Site by uploading or otherwise posting, inserting or providing it.

 

  1. Limitation of Liability

 

    1. You use Neutopia at your own risk and agree that your use of Neutopia may expose you to content that you may find offensive, indecent or objectionable.

 

    1. To the extent permitted by law, under no circumstances will Neutopia be liable in any way for any Content, including but not limited to:

 

              1. Errors or omissions in any Content, 

 

              1. Editing, restricting or removing Content; or 

 

              1. Loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Site.

 

    1. If you upload or otherwise post insert or provide any User Content to the Site in the course of accessing or using the Site, you agree that such User Content will be available to Neutopia to use (or remove or alter) in any manner it thinks fit, subject to applicable provisions of any legislation including, without limitation, privacy legislation.

 

    1. Neutopia accepts no responsibility of any kind for an event that is organised through the Site.

 

    1. The User acknowledges that Neutopia is not responsible for the conduct or activities of any user and that Neutopia is not liable for such under any circumstances.

 

    1. The User agrees to indemnify Neutopia for any loss, damage, cost or expense that Neutopia may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Services, including any breach by the User of these Terms.

 

    1. In no circumstances will Neutopia be liable for any direct, incidental, consequential or indirect damages, 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 the Services or any content, or in any way relating to an experience itself (or the provision or non-provision of an experience), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not Neutopia knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

 

    1. 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, Neutopia and Neutopia’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, Neutopia’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at Neutopia’s option to the re-supply of services or payment of the cost of re-supply of services. 

 

 

  1. LINKS, ADVERTISING and THIRD PARTY SERVICE PROVIDERS

 

    1. The Site and Services may contain links to third-party websites and third-party service providers. Unless expressly stated otherwise by Neutopia, Neutopia makes no warranty or representation concerning these links or the linked websites and you acknowledge that:

 

    1. Neutopia is not responsible for:

 

    1. the functionality of linked websites, 

    2. the security of linked websites, 

    3. the reliability or accuracy of the information contained on linked websites, 

    4. the copyright compliance, legality, decency, privacy policy, privacy practices or any other aspect of linked websites, and 

    5. you acknowledge that you enter any third-party websites at your own risk. It is your responsibility to review any terms of use or privacy policies relevant to such websites.

 

    1. The Site and Services may contain advertisements for third parties’ goods and/or services. The third-party advertisers are responsible for the accuracy of all representations made in those advertisements. 

 

    1. Unless expressly stated otherwise, Neutopia does not recommend or endorse the goods or services that may be advertised on the Site, nor do they offer the goods or services for sale or make any other representation whatsoever about them. If you choose to purchase a product or service advertised by a third party on the Site, you do so at your own risk.

 

All prices displayed, and products and services advertised on the Site can be changed without notice.

 

  1. Term and Termination

 

Either party may end this Agreement at any time by provision of thirty (30) days advance written notice in accordance with these Terms.

 

  1. Privacy

 

Neutopia will collect and manage any Personally Identifiable Information that it collects as set out in the Neutopia Privacy Policy available at www.neutopia.co.

 

  1. Intellectual Property

 

    1. Services. User agrees and accepts that the Neutopia Services are the Intellectual Property of Neutopia and User further warrants that by using the Services User will not:

 

      1. copy the Services 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 the Services or any documentation associated with it.

 

    1. Services Content. All content associated with Neutopia Services remains the Intellectual Property of Neutopia, including (without limitation) any source code, ideas, enhancements, feature requests, suggestions or other information provided by any User or any other party with respect to the Services. 

 

    1. User Posted Content—All content posted by Content Managers or End Users on the Neutopia Service shall remain property of the poster or User’s licensee.   User posting Content on Neutopia grants Neutopia a license to modify or remove such content as reasonably necessary to enable provide the Neutopia Service including to comply with the Neutopia Content Standards.

 

  1.  DISPUTES

 

If you have a dispute with Neutopia the following process shall apply:

 

Negotiation If there is a dispute between the parties relating to or arising out of this Agreement, then within 15 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or if discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;

 

Mediation If the dispute between the parties relating to or arising out of this Agreement is not resolved within 15 Business Days of notification of the dispute under Clause (a), the parties must agree to submit the dispute to a qualified and mutually acceptable mediator for mediation in Sydney, Australia;

 

Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this Disputes section, unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that damages are inadequate to compensate.

 

  1. General

  

Governing Law. This Agreement is governed by the laws of New South Wales, Australia.  Each of the parties hereby submits to the exclusive jurisdiction of courts in Sydney Australia.

 

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.

 

  1. Definitions

 

    1. Authorised End User is the maximum number of End Users a Content Manager may allow to view and interact with Neutopia Content.    You may revise the number of Authorised Users at any time by contacting Neutopia at support@neutopia.co.

 

    1. Content Manager is a person or a business that creates their own Learning environment by posting content and inviting End Users to join their Learning Environment and to interact with it.  Content Managers can create multiple Learning Environment.

 

    1. End User is a person or a business that has been invited to interact with a Learning Environment.  End Users can and do interact with many different Neutopia Learning Environments.  

 

    1. Neutopia Channel is the Neutopia content environment managed by Content Managers.

 

    1. Neutopia Content is content posted by Content Managers and End Users.  All Neutopia Content must comply with Neutopia Content Standards. 

 

    1. Neutopia Content Standards means the Content Standards set out in the Terms of Service and as these may be revised and published on the Neutopia Service from time to time. 

 

    1. Order Form contains relevant commercial terms such as Fees to be paid, Term of use, Authorised number of End Users to allow Content Manager to access the Neutopia Service. 

 

    1. Term means the period set out in an Order Form during which Content Creator can use the Neutopia Service.  If no time period is specified in an Order Form, then the Term is month to month any may be terminated at any time as set out in section 9 of these Terms of Use.

 

    1. User means any user of the Neutopia Service whether a Content Manager, and End User or other.