Terms of Use

Last Updated: 6 December 2021

Table of contents

    AS USED HERE IN, THE TERMS “YOU” AND “USER” SHALL MEAN ANY VISITOR TO THE WEBSITE.

    PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING THIS WEBSITE YOU AGREE TO BE BOUND BY THESE TERMS OF USE. THESE TERMS OF USE ARE SUBJECT TO CHANGE WITHOUT NOTICE, FROM TIME TO TIME IN OUR SOLE DISCRETION. WE WILL NOTIFY YOU OF AMENDMENTS TO THESE TERMS OF USE BY POSTING THEM TO THIS WEBSITE.

    These Terms of Use set out in detail the terms and conditions governing your use of this Website and any other online and mobile websites, blogs and interactive applications operated by Viridios AI Pty Ltd (ACN 644 882 182) (“Viridios AI”) also acting on behalf of its subsidiaries and affiliates (unless a different a policy is provided on a particular website, application or service, in which case such different policy shall govern and control). Viridios AI reserves the right to amend, remove, or add to these Terms of Use at any time. Such modifications shall be effective immediately. You are responsible for being familiar with the current version of these Terms of Use posted on this Website during each session.

    General Terms

    You represent that you have read, understood, voluntarily accept and agree to be bound by these Terms of Use, as the same may be amended from time to time. You also agree to comply with allows and regulations applicable to the use of this Website, the use of the internet, and to the activities involved in using this Website.  You are strictly prohibited from un authorized use of our systems or this Website, including but not limited to un authorized entry into our systems, misuse of passwords, or misuse of any information posted to this Website. You shall ensure that you have implemented security systems and procedures to prevent un authorized access to or misuse or disruption of this Website or Content.

    You represent, warrant and covenant that: (i) you have the power and authority to agree to these Terms of Use; and(ii) you are at least eighteen (18) years old.

    If you do not agree with or cannot make, for whatever reason, the required representations and warranties set out in these Terms of Use, do not use this Website.

    Intellectual Property

    You acquire absolutely no rights or licenses in or to this Website and any text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, audio, video, artwork, computer code, information, data and material therein (collectively, the "Content") other than the limited right to utilize this Website and Content for your own personal, internal, non-commercial purposes in accordance with these Terms of Use.

    The Content that relates to this Website, is owned by or licensed by Viridios AI or other third parties and is protected from any unauthorised use, copying and dissemination by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of Australia and other countries. The Content is also protected as a collective work or compilation under Australian copyright and other laws and treaties. All other elements making up the Content are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Content. You acknowledge that the Content has been developed, compiled, prepared, revised, selected, and arranged by Viridios AI its subsidiaries and affiliates and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Viridios AI and such others. You agree to protect the proprietary rights of Viridios AI and all others having rights in the Content. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Content (the “Intellectual Property Rights”) shall, as between you and Viridios AI, at all times be and remain the sole and exclusive property of Viridios AI. All present and future rights in and title to the Content (including the right to exploit the Content and any portions of the Content over any present or future technology) are reserved to Viridios AI for its exclusive use.

    Restrictions on Use

    You will not in connection with your use of this Website and all Content therein: (a) violate any applicable local, state, national or international law, statute, ordinance, rule or regulation;(b) interfere with or disrupt the computer networks of Viridios AI or attempt to do so; (c) forge headers or in any manner manipulate identifiers in order to disguise the origin of any information; (d) download, upload, post, transmit, publish, or distribute any material that infringes, violates, breaches or otherwise contravenes the rights of  Viridios AI or any third party, including any copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (e) interfere with or disrupt the use of this Website by an yo their customer or user or reverse look-up, trace or seek to trace any information on any other user of or visitor to this Website, or any other customer of Viridios AI; (f) probe, scan or test the vulnerability of this Website or any network connected to this Website or attempt to gain unauthorized entry or access to the computer systems of any other person or entity; (g) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of this website or Viridios AI’s systems or networks, or any systems or networks connected to this Website or to Viridios AI; or (h)download, upload, post, transmit, publish or distribute any material or information that constitutes or encourages conduct that would constitute a criminal offence, give rise to other liability, or otherwise violate applicable law.

    You may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of this Website or any content, or in any way reproduce or circumvent the navigational structure or presentation of this Website or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through this Website.

    You may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of this Website or any content, or in any way reproduce or circumvent the navigational structure or presentation of this Website or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through this Website.

    You shall not use the Content to develop, support, create or provide pricing for: (i) any database or product that competes directly with the Content or any other Viridios AI product or service offered in the marketplace or would create a functional substitute for any Viridios AI products or Content; or (ii) any index.

    You may not use any of the trademarks, trade names, service marks, copyrights, or logos of Viridios AI in any manner which creates the impression that such items belong to or are associated with you or are used with Viridios AI’s consent, and you acknowledge that you have no ownership rights in and to any of such items.

    Modification of Website and Content

    This Website and the Content are subject to modification by Viridios AI to reflect statistical, technical, administrative, market based or similar changes that Viridios AI determines in good faith are required or desirable. Viridios AI may also make changes to any products or services offered on this Website, or to the applicable prices for any such products or services, at any time, without notice

    Disclaimer and Limitation of Liability.

    YOU AGREE THAT YOUR USE OF THIS WEBSITEAND THE CONTENT IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THIS WEBSITE AND THE CONTENTAND ANYTHING CONTAINED WITHIN THIS WEBSITE AND THE CONTENT ARE PROVIDED “AS IS”AND “AS AVAILABLE,” AND THAT VIRIDIOS AI MAKES NO WARRANTY OF ANY KIND, EXPRESSOR IMPLIED, AS TO THIS WEBSITE OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO,MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSEOR USE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALINGOR USAGE OF TRADE. VIRIDIOS AI DOES NOT WARRANT THAT THE AVAILABILITY OF OR THEFUNCTIONS CONTAINED IN THIS WEBSITE OR THE CONTENT WILL BE UNINTERRUPTED ORERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERTHAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THATTHIS WEBSITE, THE CONTENTS OR SERVER DO NOT VIOLATE ANY PATENT OR OTHERINTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. VIRIDIOS AI DOES NOTWARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USEOF THIS WEBSITE OR THE CONTENTS IN TERMS OF THEIR CORRECTNESS, ACCURACY,RELIABILITY, OR OTHERWISE.

    Viridios AI does not warrant that this Website or the Content is compatible with your equipment or that this Website or the Content is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that Viridios AI, its subsidiaries and affiliates and their agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of Viridios AI, its parent, or their respective affiliates, suppliers, agents, directors, officers, employees, representatives, subsidiaries, successors, and assigns, or otherwise arising in connection with the accessing, delivery, use or reliance upon this Website or the Content and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against Viridios AI by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure caused by your computer equipment or arising from the delivery to you, your access, use of or reliance upon the Content on such equipment. The content of other web sites, services, goods, or advertisements (“Third Party Sites”) that may be linked to this Website is not maintained or controlled by Viridios AI. Our provision of links to Third Party Sites is not an endorsement of any information, product or service that is offered on or reached through such Third Party Site. Viridios AI is not responsible for the availability, content, or accuracy of other websites, services, or goods that may be linked to, or advertised on, this Website. Viridios AI does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, this Website; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, goods, or advertisements that may be linked to this Website; or (c) make any endorsement, express or implied, of any other websites, services, goods, or advertisements that may be linked to this Website. If you decide to leave this site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. Viridios AI is also not responsible for the reliability or continued availability of equipment you use to access this Website.

    You acknowledge that: (i) the Content is provided for information purposes only and is not intended for trading purposes; (ii) the Content may include certain information taken from other third party sources from around the world; (iii) Viridios AI does not guarantee the sequence, accuracy, completeness, or timeliness of the Content or any information, facts, views, opinions, statements or recommendations contained on this Website site and/or the Content; (iv) none of the information contained on this Website constitutes a solicitation, offer, opinion, endorsement or recommendation by Viridios AI to buy or sell any security, or commodity, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security, investment or commodity; and (v) the information provided on this Website is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, Viridios AI, its affiliates, subsidiaries, suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from this Website or the Content including, but not limited to, quotes and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the Content; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of non-performance.

    UNDER NO CIRCUMSTANCES, INCLUDING BUTNOT LIMITED TO NEGLIGENCE, SHALL VIRIDIOS AI, ITS PARENTS, AFFILIATES,SUBSIDIARIES, SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES,REPRESENTATIVES, SUCCESSORS, LICENSORS OR ASSIGNS BE LIABLE TO YOU OR ANY THIRDPERSON FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICTLIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT,INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES REGARDLESS OFWHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED OR ADVISED TOVIRIDIOS AI, ARISING IN ANY WAY FROM OR IN CONNECTION WITH THIS WEBSITE, THE CONTENTS,USE OF OR INABILITY TO USE THIS WEBSITE OR CONTENTS OR ANY LINKS OR ITEMS ON THISWEBSITE OR CONTENTS OR ANY PROVISION OF THESE TERMS OF USE, INCLUDING BUT NOTLIMITED TO, LOSS OF REVENUE, PROFITS OR ANTICIPATED PROFITS OR LOST BUSINESS.

    BY ACCESSING THIS WEBSITE, YOUUNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE ATTHIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOUACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THEBENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAWOF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:

    “A GENERAL RELEASE DOES NOT EXTEND TOCLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVORAT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVEMATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

    You hereby waive any and all rights you have or may have under California Civil Code Section 1542, and/or any similar provision of law or successor statute to it, with respect to any claims you may have in connection with this Website or these Terms of Use. In connection with this waiver and release, you acknowledge that you are aware that you may here after discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true .Nevertheless, you intend by these Terms of Use to release fully, finally and forever all such matters under these Terms of Use. In furtherance of such intention, the releases set forth in these Terms of Use shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto.

    Termination


    You agree that Viridios AI may, in its sole discretion and without prior notice, terminate your access to this Website or certain Content and/or block your future access to this Website or certain Content if Viridios AI determines that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of this Website. You also agree that any violation by you of these Terms of Use may cause irreparable harm to Viridios AI, for which monetary damages may be inadequate, and you consent to Viridios AI obtaining any injunctive or equitable relief that Viridios AI deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Viridios AI may have at law or in equity.

    You agree that Viridios AI may, in its sole discretion and without prior notice, terminate your access to this Website,for cause, which includes (but is not limited to): (i) requests by law enforcement or other government agencies, (ii) a request by you, (iii)discontinuance or material modification of this Website or any Content offeredon or through this Website, or (iv) technical issues or problems.

    If Viridios AI does take any legal action against you as a result of your violation of these Terms of Use, ViridiosAI will be entitled to recover from you, and you agree to pay, all reasonable legal costs of such action, in addition to any other relief granted to ViridiosAI. You agree that Viridios AI will not be liable to you or to any third party for termination of your access to this Website.

    Jurisdictional Considerations

    Viridios AI makes no representation that this Website or the Contents, their copyrights,trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than Australia. If you access this site from locations outside of Australia you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

    Relationship between the Parties

    There is no joint venture, partnership,agency or fiduciary relationship existing between you and Viridios AI and we do not intend to create any such relationship by this Terms of Use.

    Invalidity

    If any provision in or any part of this Terms of Use shall be found to be illegal or unenforceable under any enact mentor rule of law then that provision or part shall to that extent be deemed not to form part of this Terms of Use and the remaining provisions shall continue in full force and effect.

    Governing Law

    Your access to and use of this Website are governed by and will be construed in accordance with laws of England and Wales, without regard to the principles of conflicts of laws of other jurisdictions. Both Viridios AI and you submit to the exclusive jurisdiction of the courts of England and Wales, United Kingdom, for the purposes of determining any dispute arising out of the Terms of Use, its construction or the transactions contemplated by it.

    Economic Sanctions and Export Controls

    Notwithstanding any other provision of these Terms of Use, Viridios AI does not represent that this Website and the Content or anything created using the Content is appropriate for use in any particular location or for any or all purposes. Those who choose to access this Website and the Content do so on their own initiative and are responsible for compliance with all applicable laws.

    You're present, warrant and covenant to Viridios AI that none of you or any person who acts on your behalf or at your direction shall use (or enable others to use) this Website or the Content, any software included in or downloaded from the Website or anything created using the Content in connection with activity:
    • in, or for the benefit of, any country or region with respect to which the United Nations, United States, European Union and/or United Kingdom (the “Sanctioning Authorities”) maintains sanctions prohibiting all or substantially all shipmentor provision of services, goods, technology or software (a “Sanctioned Jurisdiction”);
    • to, or for the benefit of, the government of a Sanctioned Jurisdiction or a person located in or normally resident of a Sanctioned Jurisdiction;
    • involving or benefiting a government or person whose assets a Sanctioning Authority has blocked or to which a Sanctioning Authority restricts the shipment or provision of services, goods, technology or software (a “Prohibited Party”);
    • to the extent applicable, for the purpose of transacting in, providing financing for, or otherwise dealing in prohibited equity or debt of, or extending credit to, persons identified by (or owned or controlled, whether individually or in aggregate, by persons identified by) any Sanctioning Authority as being subject to sanctions prohibiting such activities; or
    • for any purpose that would be prohibited under the economic sanctions of any Sanctioning Authority. Each time you access or use this Website or the Content or anything created using this Website or the Content, you shall be deemed to represent and warrant to Viridios AI and its subsidiaries and affiliates that none of you, any person who acts on your behalf or at your direction, or any person on whose behalf you are acting, is:
    • located in or normally a resident of, or the government of, any Sanctioned Jurisdiction; or

    Miscellaneous

    You accept that Viridios AI has the right to change the Content or technical specifications of any aspect of this Website at any time in Viridios AI’s sole discretion. You further accept that such changes may result in your being unable to access the Website or the Content. The failure of Viridios AI to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

    Headings

    The section titles in the Terms of Use are used solely for the convenience of you and Viridios AI and have no legal or contractual significance.

    Severability

    If any provision of the Terms of Use is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the Terms of Use will remain in force.

    Entire Agreement

    The Terms of Use and any other terms and conditions on this Website, and its successor, constitute the entire agreement between you and Viridios AI, govern your use of this Website and the Content, and supersede all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. These Terms of Use may not be amended, nor any obligation waived, without Viridios AI’s prior written consent.