Terms of Service
This document outlines the responsibilities and obligations of the customer (hereafter known as "You") and Wormly Pty Ltd, an Australian Proprietary Company Limited By Shares (hereafter known as "Wormly" or "Us"). Our service offerings are collectively referred to as the "Service" throughout this document.
Your relationship with Wormly
Your use of Wormly’s products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Wormly under a separate written agreement) is subject to the terms of a legal agreement between you and Wormly. “Wormly” means Wormly Pty Ltd. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
Unless otherwise agreed in writing with Wormly, your agreement with Wormly will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
Your agreement with Wormly will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Wormly in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
Accepting the Terms
In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
You can accept the Terms by.
(A) clicking to accept or agree to the Terms, where this option is made available to you by Wormly in the user interface for any Service;
(B) by actually using the Services. In this case, you understand and agree that Wormly will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Wormly, or (b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
Provision of the Services by Wormly
Wormly is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Wormly provides may change from time to time without prior notice to you.
As part of this continuing innovation, you acknowledge and agree that Wormly may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Wormly’s sole discretion, without prior notice to you. You may stop using the Services at any time but must advise Wormly by using the support page within your account.
You acknowledge and agree that if Wormly disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
You acknowledge and agree that while Wormly may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Wormly at any time, at Wormly’s discretion.
Use of the Services by you
In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Wormly will always be accurate, correct and up to date.
You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the Australia or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means other than through the interfaces that are provided by Wormly, unless you have been specifically allowed to do so in a separate agreement with Wormly.
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
You agree that you are solely responsible for (and that Wormly has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Wormly may suffer) of any such breach.
Your passwords and account security
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
Accordingly, you agree that you will be solely responsible to Wormly for all activities that occur under your account.
If you become aware of any unauthorized use of your password or of your account, you agree to notify Wormly immediately at http://www.wormly.com/support.
Privacy and your personal information
You agree to the use of your data in accordance with Wormly’s privacy policies.
You acknowledge and agree that Wormly (or Wormly’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Wormly and that you shall not disclose such information without Wormly’s prior written consent.
Unless you have agreed otherwise in writing with Wormly, nothing in the Terms gives you a right to use any of Wormly’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
If you have been given an explicit right to use any of these brand features in a separate written agreement with Wormly, then you agree that your use of such features shall be in compliance with that agreement and any applicable provisions of the Terms.
License from Wormly
Wormly gives you a personal, worldwide, non-assignable and non-exclusive license to use the software provided to you by Wormly as part of the Services as provided to you by Wormly (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and benefit from the Services as provided by Wormly, in the manner permitted by the Terms.
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Wormly, in writing.
Unless Wormly has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
Content license from you
You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Wormly a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish any Content which you submit, post or display on or through, the Services.
You understand that Wormly, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Wormly to take these actions.
You confirm and warrant to Wormly that you have all the rights, power and authority necessary to grant the above license.
Wormly operates as a post-paid service. This means that we issue you with an invoice at the end of each calendar month for the Service provided in that month.
If you have a positive account balance, your invoices will be automatically paid from this balance where possible.
Otherwise, you agree to pay these invoices in full within seven (7) days of their issue.
Failure to do so may result in suspension of the Service.
Referral / Affiliate Program
The Referral Program signals our agreement to pay You a 10% commission on payments received by Us from customers referred by You.
Commissions will only be paid for referrals deemed by Us to be valid. We use a variety of algorithms in order to best determine if a customer was referred by You. However we make no guarantees to the accuracy or reliability of these algorithms, and reserve the right to have final judgment over what commissions are due and paid to You.
Commission payments are made via PayPal, and will only be paid once $50 of commissions have been earned by You.
Spam or any form of unsolicited advertising to promote the Service is strictly forbidden and will result in immediate forfeit of all commissions.
Your participation in the Referral program, like all aspects of the Service, can be terminated by Us at any time, for any reason, at our sole discretion.
All Service charges accrued up until the cancellation date must be paid in full.
The Terms will continue to apply until terminated by either you or Wormly as set out below.
If you want to terminate your legal agreement with Wormly, you may do so by (a) notifying Wormly at any time and. Your notice should be sent, in writing via contact Us via the Customer Support panel.
Wormly may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms);
(B) Wormly is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);
(C) the partner with whom Wormly offered the Services to you has terminated its relationship with Wormly or ceased to offer the Services to you;
(D) Wormly is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service;
(E) the provision of the Services to you by Wormly is, in Wormly’s opinion, no longer commercially viable.
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Wormly have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
THE SERVICE IS PROVIDED “AS IS” AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Changes to the Terms
Wormly may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Wormly will make a new copy of the Universal Terms available at http://www.wormly.com/help/about/terms-of-service and any new Additional Terms will be made available to you from within, or through, the affected Services.
You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Wormly will treat your use as acceptance of the updated Universal Terms or Additional Terms.
General legal terms
The Terms constitute the whole legal agreement between you and Wormly and govern your use of the Services (but excluding any services which Wormly may provide to you under a separate written agreement), and completely replace any prior agreements between you and Wormly in relation to the Services.
You agree that Wormly may provide you with notices, including those regarding changes to the Terms, by email or regular postal mail.
You agree that if Wormly does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Wormly has the benefit of under any applicable law), this will not be taken to be a formal waiver of Wormly’s rights and that those rights or remedies will still be available to Wormly.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
The Terms, and your relationship with Wormly under the Terms, shall be governed by the laws of the Commonwealth of Australia without regard to its conflict of laws provisions. Disputes between “You” and “Us” shall be settled in accordance with said laws.