Terms of Use

1. Introduction

Vital Teams (“we” or “Vital Teams”) is owned and operated by Donohoe Consulting Pty Ltd ABN 33 080 774 750.  We provide and maintain an Internet Web Site (“Site”) for the benefit of subscribers to our services (“you” or “User”).  On our Site we provide hosted survey tools and dashboard reporting to measure team effectiveness and related services (“Services”)

The Services and use of the Site are provided to you subject to the terms and conditions set out in these terms of use (“Terms of Use” or “Agreement)” and our Privacy Policy, and any other rules and policies set out on this Site.  The Terms of Use below and any other rules or policies set out on this Site comprise the entire agreement between you and Vital Teams and supersede all prior agreements between us.

2. Acknowledgment and Acceptance

Please read the Terms of Use carefully.  By completing the registration process, accessing, using or participating in the Services you accept and agree to comply with and be bound by these Terms of Use.

3. User Responsibilities

You enter and use the Site and the Services at your own risk.  We are not responsible for your activities, surveys, content, results, other data or any other matter concerning your use of the Site or the Services.  Each team account will nominate a team manager (“Team Manager”) responsible for establishment of the account including providing details of the members of that team.  During each 12 month subscription period each team manager is entitled to run 4 separate team surveys and to review and print consolidated and anonymised survey reports for that subscription period.  We recommend that each team manager keeps track of their own team’s survey results or other data.  Other users should also keep track of their own personal records, as access to surveys for team managers will terminate at the end of a subscription period.  We are not responsible for the deletion of any data that is in or has been added to your account.  If a User account remains inactive for a period of 18 months, we will deactivate the account.

4. Modification to Services Provided; Terms of Use

You acknowledge and agree that we may, with or without notice, modify the Services and/or the Site during any subscription period.  Further, we may modify these Terms of Use, including the fees we charge for the Services for any future subscription periods.  Modifications of the Service may include, without limitation, changes in the maximum allowable memory space, number of survey respondents, number of surveys and number of reports that may be created, saved, sent or used through the Site.

We will notify you of changes we make by posting a notice on our Site, or, if we choose, by sending you an email.  If you do not accept the changes, we may terminate your subscription or other use at that time.  Your use of the Site or the Services after notice is posted (or we send you an email) is deemed to be acceptance of the modification or termination of the Services or these Terms of Use.

5. Payment Terms; Renewal; Cancellation

You agree to pay an annual fee for access to the Services on or prior to the commencement of each annual subscription period.  On each annual renewal we may change the fees and charges then in effect, or add new fees or charges, by giving Users advance notice.

You may renew your annual subscription each year by payment of the then annual subscription fee.  You may cancel your subscription at any time by logging in to your account.  On receipt of your cancellation request, we will promptly terminate your access to the Services.  No refunds of subscription fees will be given.

6.  Team Manager Registration, Passwords

After registration by a team manager, each User must provide current, complete, accurate information in the registration section of the Site.  You will further update and keep that information current as needed.  We will provide each registered User of each team a unique link to login to the Services.  Each User is solely responsible for maintaining the confidentiality of their login and account information.  You will notify us of any unauthorised activity, or any other breach of security you become aware of.

You must not share your login or password with others.  Sharing login information is a violation of this Agreement and may result in immediate termination of your account.

If you subscribe for an enterprise licence you may register multiple teams with a specified Team Manager for each team.  For each enterprise licence you may nominate a senior manager who will be provided with anonymised survey results for all teams registered under that Enterprise Licence.  Team Managers under an enterprise licence will have access to anonymised survey results for their team only.

7. Unauthorised Uses

You agree not to: (i) use spiders, robots or other automated data mining techniques to catalogue, download, store, or otherwise reproduce or distribute data or content available in connection with the Services, or to manipulate the results of any survey; (ii) take any action to interfere with the Site or an individual’s use of the Site, including, without limitation, by overloading, “flooding”, “mail bombing” or “crashing” the Site; (iii) send or transmit any viruses, corrupted data, or any other harmful, disruptive or destructive code, file or information, including, without limitation, spyware; (iv) collect any personally identifiable information of or about any other user of the Services; (v) send unsolicited emails, including, without limitation, promotions and/or advertising of products or services; (vi) open, use or maintain more than one (1) membership account; (vii) Forge or mask your true identity; (viii) frame a portion(s) of the Site within another website or alter the appearance of any Site; (ix)   establish links from any other website to any page of, on or located within the Site or to the Services, without the prior express written permission of Vital Teams; (x) post or transmit any threatening, libellous, defamatory, obscene, pornographic, lewd, scandalous or inflammatory material or content or any material or content that could otherwise violate Applicable Laws; (xi) engage in any fraudulent activity, including, without limitation, masking or forging your identity, submitting false information during the registration process, submitting false or untrue survey data, and tampering with surveys; (xii) reverse engineer any aspect of the Services or do or take any act that might reveal or disclose the source code, or bypass or circumvent measurers or controls utilised to prohibit, restrict or limit access to any webpage, content or code, except as expressly permitted by Applicable Laws; (xiii) engage in any criminal or illegal act(s); (xiv) use Restricted Content in violation or breach of these Terms of Use; or (xv) encourage and/or advise any individual, including, without limitation, any Vital Teams employee, to commit any act(s) prohibited under these Terms of Use.

You acknowledge and agree that Vital Teams will fully cooperate with all legal disclosure request(s) (e.g. court order or subpoena).

8.  Restricted Content

In connection with your use of, access to and/or participation in the Services, you may have the opportunity to review or access confidential and proprietary information, materials, products and content (“Restricted Content”) belonging to Vital Teams and/or Vital Teams’ clients, partners and/or licensors.  Restricted Content is and remains the sole and exclusive property of the owner of the Restricted Content.  You do not obtain or receive any right, title and/or interest in or to any Restricted Content.  You agree to protect the confidentiality and secrecy of the Restricted Content and you agree not to modify, copy, reproduce, republish, display, transmit, distribute, reverse engineer, create derivative works of, decompile, or otherwise use, alter or transfer Restricted Content without the prior express written consent of Vital Teams. You acknowledge and agree that Restricted Content may be subject to, and protected by, intellectual property laws, regulations and codes.  You further acknowledge and agree that if you breach or otherwise violate the restrictions, limitations and prohibitions contained in this Section, in addition to any other rights or remedies available to us, we reserve the right to terminate, prohibit or restrict your use of, access to and/or participation in the Site and Services.

9. User Content

You are solely liable and responsible for all content, materials, information and comments you use, upload, post or submit in connection with the Services (“User Content”).  You are solely responsible for all third party approvals, consents and/or authorisations required for User Content.  By using, uploading, posting or submitting User Content in connection with the Services, you hereby grant to Vital Teams a perpetual, irrevocable, unlimited, transferrable, sub-licensable, world-wide, royalty free, right and licence to edit, copy, transmit, publish, display, create derivative works of, reproduce, modify, distribute and otherwise use, modify or distribute your User Content in any manner, without compensation or notice.

You are solely responsible for the User Content, Vital Teams does not and cannot review all User Content and Vital Teams is not responsible for the User Content.  Vital Teams reserves the right to delete, move or edit User Content, that is, in Vital Teams’ sole discretion, deemed to: (i) violate these Terms of Use, (ii) violate copyright or trademark laws, or (iii) be abusive, defamatory, obscene or otherwise unacceptable.

10. Privacy

We are committed to protecting the privacy and confidential information of Users.  Please click here to see our Privacy Policy which sets out how and why we collect, use and disclose your personal information.

11. Anti Spam Policy

You will not engage in any spamming activities in your use of the Services.  You warrant that you have either an ongoing business relationship with or have obtained consents to send emails inviting participation in a survey to the persons in each team account.

You warrant that your use of the Site will not violate any applicable law prohibiting or discouraging unsolicited mail.

If you engage in any unlawful spamming activity we will report such conduct as required by law and turn over all information, including personal information, to appropriate law enforcement persons or entities.

We will terminate the account of any User determined to have used the Services in connection with spam email or otherwise breached these Terms of Use.

12. Proprietary Rights

Vital Teams owns the content including the graphics, names, text, software, surveys, page layout, design, processes, procedures, logic flow or other material contained in the Service and the Site.  No one may copy, reproduce, distribute in any way, decompile, reverse engineer or disassemble the content.  Users are permitted a limited licence to use the content of the Service and the Site strictly in accordance with the permissions in the User account or as otherwise set out in these Terms of Use.  While your account is active you will have the right to access your surveys, survey responses, survey results and related survey data and you assume the risk of disclosing such content to third parties.  Modification of Vital Teams’ content in any prohibited way is a violation of copyright and other proprietary rights.

13. No Misappropriation or Misuse of Names, Marks, other Proprietary Material

You agree not to use, misuse or misappropriate any brand names, trademarks, service marks, patents, images, text or other proprietary material or content of another on or through the Service or the Site.  If you use such proprietary material or content, by doing so, you warrant that you have the rights and authority to do so.

14. Confidentiality

Vital Teams does not guarantee that your use of the Site or access to the Services will be confidential.  Vital Teams is not responsible for any harm that you or any person may suffer as a result of a breach of confidentiality in respect of your use of the Site or access to the Services.  Any information that you disclose on this site: (i) may be used by Vital Teams, its agents and contractors in relation to the provision of Services accessible on the Site, including the marketing of those services; or (ii) may not be secure during its transmission over the internet.  Third parties may be able to intercept transmissions which you make when using the Site.  Some services which you may access on the Site allow you to receive content personal to you.  If you use such a service, information permitting us to identify you will be transmitted over the internet.

15. Links and Advertisers

This Site contains links to third party sites.  Vital Teams is not responsible for the condition or the content of those sites. The link (s) are provided solely for your convenience and do not indicate, expressly or impliedly, any endorsement of the site (s) or the products or services provided there.  You access those sites and use their products and services solely at your own risk.  Vital Teams does not represent that the content or services available from third party sites are appropriate or available for use in all places.  If you access other content or services from third party sites, Vital Teams is not responsible for your compliance with local laws or other applicable laws.

16. Content Disclaimer

You agree that in relation to the content displayed or accessed on this Site, access to the Services and use of the surveys (Content), Vital Teams does not, nor does any other party who provides Content to the Site, make any warranty as to the accuracy, completeness or currency of the Content.  As a user of this site, you should make your own enquiries before entering into any transaction on the basis of or in reliance upon the Content.  To the extent permitted by law, Vital Teams and its employees, officers, agents and contractors exclude all liability for any loss or damage (including without limitation, indirect, special or consequential loss or damage) arising from the use of, or reliance upon the Content whether or not this is caused by a negligent act or omission.  To the extent that Vital Teams is prohibited at law from excluding its liability, Vital Teams and each party providing Content limits its liability to the extent permitted by law, to the resupply of the Content.  Vital Teams does not accept responsibility for any liability in respect of access to other content through the use of this Site or the Services.

17. Indemnity

You must indemnify and hold harmless Vital Teams or its employees contractors and agents and keep them indemnified, against all loss, actions, proceedings, costs, expenses (including legal fees), claims and damages arising from: (i) any breach by you of these Terms of Use; or (ii) reliance by you on any information obtained through your access and/or use of Site and the Services.

18. Nature of Agreement

These Terms of Use are the entire and only agreement between you and Vital Teams and supersede any prior or other understandings, representations or warranties including, but not limited to, any purchase orders, service agreements, invoices or other terms and conditions that you may provide to us in respect of the Site or Services.  You agree that each use of the Services and the Site reaffirms your acknowledgement and agreement to the most current version of these Terms of Use.

19. General Provisions

The failure by Vital Teams to enforce any right or provision under these Terms of Use does not constitute a waiver of that provision or any other provision of these Terms of Use.  If any provision of these Terms of Use is determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions remain in full force and effect.

20. Applicable Law

The Site (excluding any linked third party sites), Services and surveys are controlled by Vital Teams.  By accessing the Site and using the Services, you accept that any disputes about the Site, Services or the Content are to be determined by the courts having jurisdiction in Queensland, Australia in accordance with the laws in force in Queensland (subject to the application of any principle of conflict of laws inconsistent with this requirement).  This Site may be accessed throughout Australia and overseas.  Vital Teams makes no representation that the content of the Site or provision of the Services complies with the laws (including intellectual property laws) of any country outside Australia.  If you access this site from outside Australia, you do so on your own responsibility and are responsible for ensuring compliance with all laws in the place where you are located.