v3.0 – 21 December 2017

These Terms of Use (Terms) govern your use of our website located at kepla.com and all subdomains (Site) and form a binding contractual agreement between you, the user of the Site and us, Agency Ventures Ltd (offering the Kepla product).

These Terms are important and you should ensure that you read them carefully and contact us with any questions before you use the Site. You can contact us at [email protected].  

If you continue to browse and use this Site you acknowledge and agree that you have had sufficient chance to read and understand the Terms and you agree to be bound by them. If you do not agree to the Terms, please do not use the Site.

1. Our services

1.1 We provide database tools and services (Services). The Services include tools to help users (you) to create and manage a database of your supporters, including editing tools, data management tools, exporting tools and related services.

1.2 The Services are provided through:

1.2.1 our primary domain, being the Kepla platform kepla.com (Platform); and

1.2.2 any associated subdomains hosted under kepla.com

2. Who may use our services

2.1 We offer our Services to persons and organisations that satisfy our eligibility criteria, as amended by us from time to time.

2.2 To use our Services your primary purpose must be to promote or advance: human rights, education, alleviating poverty, social welfare, culture, the natural environment, or another purpose we deem eligible and beneficial in reference to our constitution.

3. Copyright and intellectual property

3.1. You acknowledge that all material and services available on the Platform and all material and services provided by or through us (Materials) are owned by us, or other parties who have licensed their material or provided services to us.

3.2 These Materials include, but are not limited to, software, information text, software documentation, design, photographs, audio, video, or other materials and all derivative works.

3.3 These Materials are protected by copyright, trade mark, trade secret and other intellectual property laws. All Kepla trade marks and service marks, logos, slogand and taglines are and remain the property of Kepla.

3.4 We grant you a limited, revocable, non-transferabole and non-exclusive license to use the Materials through your user account.

3.5 This license does not permit you, and you agree not to, store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted under these terms.

3.6 You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on, or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted under these terms.  Any use of the Materials for any purpose other than as specifically permitted under these terms or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited.

3.3 Data submitted to the Platform by you in your use of the Services is owned by you and you may remove and revoke access to that data at any time. In submitting your data to the Platform you grant us and trusted third parties a worldwide license to store, edit and manipulate that data only in order to provide you with the Services.

3.8 If you believe any Materials infringe your copyright works, you may notify us of the claimed copyright infringement by email to [email protected]

4. Platform rules

4.1 We will provide you with a secure, password-protected user account on the Platform. You must safeguard the password that you use to access the Platform and are responsible for any activities or actions under your password.

4.2 We will provide you with the most up-to-date version of the Platform.

4.3 You must not disclose your password to any third party, and must notify us immediately if you become aware of a security breach or an unauthorised use of your account.

4.4 In creating a user account, you must provide us with information that is accurate, complete, and current. You are responsible for ensuring the information you have provided, including your email address, is kept valid and up-to-date.

4.5 You must not use the Platform, Site, Services or Materials to:

4.5.1 conduct unlawful activity, such as phishing, fraud, embezzlement, money laundering or insider trading;

4.5.2 impersonate another person or organisation such as charities, political organisations, community groups, notable individuals or persons in need;

4.5.3 upload, post, or transmit any content that contains software viruses, worms, trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials; or

4.5.4 send messages to people without correctly identifying yourself as the sender and providing an option for recipients to opt-out of unsolicited communications.

4.6 You must not attempt to or actually:

4.6.1 override any security component included in the Platform or underlying Services; or

4.6.2 engage in any action that interferes with the proper working of the Services or the Platform.

4.7 When possible, we will provide you with 48 hours notice of any planned outages of the platform along with an opportunity to export your data from the Platform.

5. Information and content on the site

5.1 You are responsible for the information and content you create using the Platform and Services.

5.2 You are agree to cooperate with us as we reasonably require.

5.3 You must not add information to the Platform that:

5.3.1 breaches any law, standards, content requirements or applicable laws of conduct, including any intellectual or other property rights;

5.3.2 poses or creates a privacy or security risk to any person;

5.3.3 is false, misleading, fraudulent;

5.3.4 contains material that is, in our opinion, objectionable, inappropriate, offensive, defamatory, pornographic, sexually explicit, violent or hateful, or which may be harmful to our reputation or expose us to any harm or liability of any type;

5.3.5 contains instructions which if implemented might cause damage or injury to any person or property;

5.3.6 or implies or states directly or indirectly, that you are affiliated with or endorsed by Kepla.

5.4 We make regular backups of the Platform in order to mitigate the effect of an unplanned disruption to our ability to provide you with the Services. We recommend you maintain your own backups of your data and we don’t assume responsibility for maintaining copies of files, documents or materials that you create on the Platform.

5. Analytics and disclosure

5.1 We may monitor content and the Sites created on the Platform and using our Services.

5.2 We may disclose to third parties any information necessary to satisfy our legal obligations, to protect us or our users, or to facilitate the operation or improvement of the Services.

5.3 We will use any personal information provided by you in accordance with our obligations at law and our Privacy Policy available on the Platform.

6. Third party services

Our Platform and Services may contain links to third-party websites or service providers that are not owned or controlled by us. These websites or service providers are governed entirely by their terms and conditions and privacy policy. We are not responsible or liable for any damage or loss arising from the content, conduct or practices of these third party websites or service provider. We recommend that you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

7. Warranties

You warrant that:

7.1 you comply with all applicable laws and regulations relating to the soliciting or receipt of funds for charitable purposes including holding all necessary authorities, approvals or licences required under the applicable laws and regulations; and

7.2 to the extent relevant, you have the authority (including any necessary consents) as required under applicable law, to provide us with personal information (such as names, email addresses and phone numbers) and to allow us to use such personal information in accordance with these terms; and

7.3 you have authority or are permitted to use and publish any descriptions, comments, videos, images, information, data, text, software, music, sound, photographs, graphics, trademarks, logos, brands, messages or other materials published on the Site.

8. Disclaimer

8.1 The Platform, Services and any derivative content, websites or interactions that you create are provided “as is”, “as available”, “with all faults” and without any warranty of any kind, express or implied. To the fullest extent possible under applicable law, we disclaim all representations and warranties of any kind, either express or implied, including, but not limited to, any implied warranties of title, fitness for a particular purpose and non-infringement.

8.2 Without limiting the foregoing, we do not make any representations or warranties:

8.2.1 that access to the Site, the Services or the Platform available on or through the Site will be uninterrupted or error free, or that defects, if any, will be corrected;

8.2.2 about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the Services or the Platform; or

8.2.3 guaranteeing the delivery of any messages sent to anyone through the Platform.

8.2.4 You agree that your use of the Site and your reliance upon the Services and/or the Platform is at your sole risk.

9. Indemnity

9.1 For the purposes of this part, ‘Loss’ means any damage, loss, liability, cost, charge, or expense, whether direct, indirect, consequential or incidental.

9.2 You release and indemnify us, and our servants and agents, from and against any Loss (including reasonable legal costs and expenses) incurred by us arising from any claim, demand, suit, action or proceeding by any person against us or our servants and agents where such Loss or liability arose out of, in connection with, or in respect of:

9.2.1 your use of the Services, the Platform or the Site;

9.2.2 information provided or published by you;

9.2.3 any breach of any law relating to charitable fundraising or other relevant Act or Regulation by you; or

9.2.4 any breach by you of these terms.

10. Limitation of liability

10.1 We are not liable to you or any other person for damages of any kind, including without limitation any punitive, exemplary, consequential, incidental, indirect or special damages.

10.2 This includes, without limitation, any personal injury, lost profits or donations, business interruption, loss of programs or other data on your computer or otherwise arising from or in connection with the use of the Site, the Services, the Platform, or any subsequent content available from a third party through the Site, even if we have been advised of the possibility of such damages.

11. Competitors

Competitors are prohibited from using the content or information on our Site for the purpose of competing with our business. If you breach this provision, we will hold you responsible for any loss that we may sustain, and hold you accountable for any profits that you may make from the prohibited use. We reserve the right, in our sole discretion to exclude any person from using our Site.

12. Breach and termination

12.1 If we determine, in our sole discretion, that you have breached any of these terms, we may take such action as we see fit, including (but not limited to): suspending or permanently restricting you from using the Platform, the Services and from holding an account with us; and/or terminating this agreement in accordance with clause 12.3 below

12.2 We may also report you to law enforcement officials in the appropriate jurisdictions.

12.3 Termination of this agreement:

12.3.1 This agreement continues until terminated by either party.

12.3.2 You may terminate this agreement at any time by requesting to close your account and ceasing to use the Services.  

12.3.3 We may terminate this agreement, or suspend or cease to provide the Services, at any time and for any reason by providing you with notice in writing and give you reasonable opportunity to retrieve your data. We do not need to provide you with reasons.

12.3.4 Upon termination of this agreement: your right to use the Services, Platform and Site will immediately cease; and we may immediate remove any data created by you within 14 days; and you must pay any Services Fees to us that are outstanding within 14 days of termination.

12.4 All terms which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity and limitations of liability.

12.5 If we decide to cease providing the Platform or Services we will notify you a minimum of 8 weeks in advance of ceasing operation of the Platform and Services. In this event we will make all your data available to you remove from the Platform in an accessible format.

13. General

13.1 Authority You warrant that you have authority to complete this registration form and consent to these terms, and (where applicable) to do so on behalf of your organisation.

13.2 Notices and Methods of Delivery You agree and consent to us providing notices to you electronically, such as through the Platform, or by sending a notice to the email or physical addresses that you have last provided to us. A notice is agreed to have been received by you within 24 hours of the time a notice is either posted to the Platform or emailed to you, or within 5 business days after it is posted to you in the mail.

13.3 Waiver A delay or failure in enforcing any right under these terms does not constitute a waiver of those rights unless waived in writing.

13.4 Amendments We reserve the right, at our sole discretion, to modify or replace these terms at any time. If a revision is material we will provide at least 14 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions have become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you agree to cease to use the Services, Platform and Site.

13.5 Entire Agreement This agreement contains the whole agreement between us in respect of the Services.

14. Jurisdiction

These Terms are governed by the laws of New South Wales and each party submits to the jurisdiction of the courts of New South Wales.