Terms and Conditions

Evolved Community Terms and Conditions

Welcome to the Evolved Community website (“website”), operated by Evolve Research and Consulting Pty Ltd (“us”, “we”, “our”) and its related bodies corporate (together “Evolve”). Use of the website is conditional upon Evolved Community member (“member”, “you”) agreeing to the terms and conditions of this Agreement. By choosing “I accept the terms and conditions” when logging on to Evolved Community you are deemed to have accepted the terms of this Agreement. If you do not agree, choose “I do not accept” and login access will be denied. Please take a moment to review the Agreement which governs your use of the website.

Members

Visitors to Evolved Community may become members by accepting the terms and conditions of this Agreement. By registering “I accept the terms and conditions” you agree to be bound by this Agreement when you use the website

When you become a member by registering and clicking “I agree to the terms and conditions” you acknowledge, warrant and represent that:

• you are at least 18 years old;
• you will provide us with accurate, complete and current information;
• you have entered into this Agreement as a result of your due diligence and assessment and have not relied on any representations made by us;
• you have and maintain the power and authority necessary for you to enter into this Agreement;
• you will not create more than one member account that represents you;
• the information provided by you on the website will not infringe the intellectual property of any third party nor defame the reputation of any third party;
• as an active member you will meet the Minimum Participation Level as outlined in Evolved Community website;
• you enter this Agreement on the understanding that we at our sole discretion choose when you become an active member;
• we have sole discretion in relation to the numbers and types of members that are active at any given time including but not limited to when a member enters or exits Evolved Community;
• we at our sole discretion reserve the right to terminate your membership for any reason.

Ownership of website content

You acknowledge that all content published on the website resulting from your participation, including but not limited to, written content, comments, opinions, compliments, messages, symbols, graphics, images, logos, posted by members or otherwise made available by members is owned by us or third parties with whom we have contracted, including Evolve, and is protected by Australian and international copyright and other laws.

You acknowledge and agree that you are solely responsible for all materials, including but not limited to, written content, comments, opinions, compliments, messages, ratings, reviews, symbols, graphics, images or logos.

You acknowledge and accept that you must not post, upload nor transmit content that infringes or otherwise violates any copyright, trademark, trade secret, privacy right or any other intellectual property (past, present and future) or proprietary right of any other party.

You acknowledge and agree not to post or upload any content that:

• transmits viruses or any other technologies that may harm us, a member or any user of the website;
• compromises the security of the network or website;
• interferes with the proper working of the website;
• distributes spam or unsolicited electronic communications;
• in any manner transmits unlawful, threatening, harassing, abusive, false, inaccurate, misleading, defamatory, obscene, vulgar, profane, objectionable, indecent or offensive information.

You acknowledge and agree that we at our sole discretion reserve the right to review, edit and delete any member content in whole or in part.

Intellectual Property

The website and its underlying content, including but not limited to, its design, name, logos, interface and software technology is owned by us or, a related third party. Data generated by the website as a result of your participation is owned by us or third parties with whom we have contracted including Evolve, and is protected by Australian and international copyright and other laws.

You acknowledge that the intellectual property rights in or associated with the website and our pre-existing intellectual property remain the property of Evolve Research and Consulting Pty Ltd (or related parties of us or approved by us including licensees or licensors).

We reserve all of the rights, title and interest in the website and the associated intellectual property rights including copyright, distribution rights, ancillary rights, spin off or similar rights, moral and similar rights, promotion rights, commercialisation rights, exploitation rights, designs, patents and trademarks. All rights, title and interests means past, present and future rights, title and interest (whether vested or contingent or future, whether subsisting or acquired, whether beneficial or legal) throughout the world.

All improvements to the website will be owned by us (or related third parties of us or approved by us including licensees or licensors), and all intellectual property rights in the improvements will vest in us. We are entitled to all benefits associated with the improvements including benefits which arise from the commercialisation or exploitation of the website and the content and associated intellectual property rights and/or the improvements.

You do not own any intellectual property rights in the website, the content or the improvements.

You must not do anything or omit to do something which does or may infringe, damage or bring into disrepute Evolve Research and Consulting Pty Ltd, the website or the intellectual property rights of us, Evolve or any third party.

Nothing in this Agreement affects or is intended to affect the ownership of any party’s intellectual property rights.

You must immediately notify us in writing upon becoming aware of any actual or potential infringements of any of our intellectual property rights (including unauthorised disclosure of trade secrets or confidential information).

The website uses proprietary software owned or licensed by us, or a related third party. You are being granted an individual, limited, non-exclusive, non-transferable licence or right to use the software subject to this Agreement. You are expressly prohibited, directly or indirectly, from attempting to discover the source code or reverse engineer underlying algorithms, or technology of the software; renting, leasing, selling, assigning, or transferring rights to the software; modifying or making derivative works based on the software; or using the software in any service or sharing capacity.

We retain sole and exclusive ownership throughout the world, and retain all rights in respect of the software, the website, the content and all underlying technology and all associated intellectual property rights.

Limitation of liability

Neither we nor Evolve are liable for the following:

• any claims, threats, actions, losses, consequential losses, liabilities, costs, expenses (including, without limitation, legal expenses on a full indemnity basis or loss or inaccuracy of data, revenue or profits), damages and taxes that may be suffered or incurred by you, directly or indirectly, in connection with your use of the website or participation in the Evolved Community except to the extent that the loss is directly attributable to the negligence or wrongful act or omission of us;
• loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use the website or participation in the Evolved Community;
• lost data, overwritten data, or faults or omissions in data collected, collated, or otherwise dealt with in connection with the website or participation in the Evolved Community;
• misuse or misapplication of the website;
• your failure to comply with any of your member obligations;
• your failure to check that the website is working properly having regard to your particular use of the website;
• your use of, reliance on or analysis of the content on website;
• decisions you make using or based on the website or your participation in the Evolved Community.

Disclaimer of warranties

We expressly disclaim all warranties, representations, endorsements or guarantees (express or implied) regarding the website and the content on the website including without limitation, any warranties with respect to any results that may be obtained from the use of the website.

We do not expressly or impliedly, warrant or guarantee or give any undertaking or representation as to the following:

• that the website is free of infection by viruses or other contaminating or destructive characteristics;
• that the website or features or functions of the website, methods of communication or transmission, or your access to the website will be uninterrupted, or error free, or virus free;
• rectification of any defect;
• continuous or secure access to the website.

We are not responsible for any content, postings, uploads, reviews or comments made by any member. Neither we nor Evolve endorse any content, postings, uploads, reviews or comments made by any member.

Indemnity

You release and indemnify us in respect of and against any claims, demands, threats, actions, losses, liabilities, costs, expenses (including, without limitation, legal expenses on a full indemnity basis), damages, account of profits and taxes that may be suffered or incurred by use, directly or indirectly, in connection with:

• infringement by you of any law or the rights (including intellectual property rights) of us or a third party;
• actual or alleged breach of this Agreement by you;
• disputes between you and a third party;
• third party charges payable by us as a result of your conduct

except to the extent that the loss is directly attributable to the negligence or wrongful act or omission of us.

The indemnities in this clause include and extend to an indemnity in connection with:

• injury to or death of a person;
• any loss of or damage to any property (including personal effects);
• interruption to a business;
• loss of income;
• any costs or liabilities incurred in respect of a claim by a third party (whether or not involving legal proceedings).

Each indemnity and release in this Agreement is a continuing obligation and will survive termination of this Agreement.

It is not necessary for a party to incur an expense or make a payment before enforcing a right of indemnity conferred by this Agreement.

We must give you prompt written notice of any third party claim for which it is seeking indemnity, although our failure to provide such prompt notice will not relieve you of any obligation or liability except to the extent that you have been materially prejudiced by such failure.

No compromise or settlement or any third party claim may be committed by you without our prior written consent unless it includes a full discharge and release of liability for us, and it involves no admission or commitment by or on our behalf.

Publicity and promotion

Except as required by law, all press releases and other public announcements proposed by you relating to the transactions and arrangements dealt with by the Agreement must be in terms agreed to in writing by us (before the publication or announcement).

Rewards

You acknowledge that any benefit (including rewards) awarded to you is at our sole discretion and may change from time to time.

Privacy

In using our website you agree to be subject to and bound by our Information Handling and Privacy Policy. You further agree that we may disclose personal information collected from you through the website and your participation in the Evolved Community to Evolve and that Evolve will handle your information in accordance with its Information Handling Policy.

We do not provide your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in our Information Handling and Privacy Policy. We store and process your information on servers located in Australia that are protected by physical as well as technological security devices. You can modify information you provide us and choose not to receive certain communications by signing in to your account.

If you object to your information being transferred or used in this way please do not use our services.

General

This Agreement comprises the entire Agreement and understanding between you and us and supersedes any prior Agreement or understanding.

If anything in this Agreement is unenforceable, illegal or void, it is severed and the rest of the Agreement remains in force.

This Agreement does not create any relationship of agency, partnership, franchise, joint venture or employment between you and us.

Neither this Agreement nor any of the benefits or obligations may be assigned, subcontracted or otherwise divested by either you or us without the other’s written consent.

Any benefit to or liability imposed on you or us under this Agreement also extends where the context permits, to your or our officers, employees, contractors and agents.

Our discretion: Where this Agreement gives us a right or power to consent or approve in relation to a matter under this Agreement, we may withhold any consent or approval or give consent or approval conditionally or unconditionally and in our discretion. You must comply with any conditions we impose on our consent or approval. Where we are granted discretion under this Agreement, the discretion may be exercised solely and absolutely and does have to be exercised upon reasonable terms.

Headings are for convenience only and shall not affect the meaning of the terms of this Agreement.

Terms that should logically survive termination or expiration of this Agreement shall survive termination or expiration of this Agreement.

You and we warrant and represent that each has full authority to enter into this Agreement, and that all representations and warranties in this Agreement are true and correct.

The laws of Victoria, Australia, govern this Agreement and you and we submit to the non-exclusive jurisdiction of the Victorian courts.