Terms of Service
LAST UPDATE: 30 October 2023
This website is operated by Converlens Pty. Ltd. (“we”, “our” or “us”) and available at converlens.com, related sub-domains and apps (“Site”).
Where you create an account or are invited by an account holder with a paid workspace subscription (“Customer”) to create a user account as an end user (“User Account”), these User Terms of Service (“User Terms”) apply to you. The User Terms describe your rights and responsibilities when using our online collection, import, management, analysis, organisation, collaboration, and storage tools (“Services”). If you are invited by a Customer to their workspace, you will able to use the Services in accordance with the terms of the Customer’s chosen workspace subscription.
As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy.
To the extent you are invited to create an account by or on behalf of a Customer, Customer has separately agreed to our Master Subscription Agreement or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a workspace so that you and others could join (each invitee granted access to the Services, including you, is an “Authorised User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorised Users to join its workspace(s). When an Authorised User (including, you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract may provide Customer with choices and control over that Customer Data.
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORISED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORISED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORISED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFIL THESE OBLIGATIONS. CONVERLENS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION THAT THE SERVICES COMPLY WITH THE LAWS (INCLUDING INTELLECTUAL PROPERTY LAWS) OF ANY COUNTRY OUTSIDE AUSTRALIA AND YOU AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK AND WE ARE NOT RESPONSIBLE FOR ENSURING THAT THE SERVICES ARE COMPLIANT WITH THE LAWS, REGULATIONS OR OBLIGATIONS OF ANY PARTICULAR INDUSTRY, INCLUDING, PARTICULARLY THE HEALTHCARE INDUSTRY AND EDUCATION INDUSTRY.
2. Prohibited Conduct
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of eighteen. You represent that you are over the legal age and, to the extent you are an Authorised User, you are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true.
You must not access or use the Services except as expressly permitted and you must not (and must not permit any other person to) use the Services in any way which is in breach of any applicable laws or which infringes any person’s rights, including intellectual property rights.
To help ensure a safe and productive work environment, all Authorised Users must comply with our Acceptable Use Policy and any applicable policies established by Customer.
3. Signing up to our Site
You are required to create an account to access our Services. You may sign up through the Site, directly on the Site, through a supported third party provider, or by using an invitation link to our Site provided by a Customer to you. You may be required to input additional information about you in order to use the Services. You must ensure that any information you give to us when creating an account, including personal information, is accurate and up-to-date. Your account is personal and you must not share the account, or your login details, with any other person. It is your responsibility to keep your login details confidential. At our sole discretion, we may refuse to allow any person to create an account.
If you are an Authorised User and have been invited to a workspace by a Customer, you will have access to that workspace as determined and granted to you by the Customer. If you would like a different access level, you should contact the Customer.
These User Terms remain effective until your subscription terminates. If you are an Authorised User, then these User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.
4. Trial Workspace
You may set up or a Customer may invite you as an Authorised User to a trial workspace designed to allow evaluation of our Services and to make sure our Services are right for the Customer. Any trial period (and the features available during this period) can change at any time without notice. We have the right to terminate your account if you are found to be misusing the Services during a trial period.
5. Limitation of Liability
You acknowledge and agree that you use the Site or Services at your own risk and the provision of the Site or our Services may be contingent on, or impacted by, third parties, suppliers or other subcontractors (“Third Party Inputs”), and despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible and will have no liability for any event outside of our reasonable control and for any default or breach of these User Terms or any law if such default or breach was caused or contributed to by any Third Party Inputs.
If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties.
Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any liability caused or contributed to by, arising from or connected with (i) your acts or omissions; (ii) any use or application of the Services by a person other than you; (iii) any works, services, goods, materials or items which do not form part of the Services, or which have not been provided by us; (iv) the Services being unavailable, or any delay in us providing our services to you, for whatever reason; and/or (v) any event outside of our reasonable control.
IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
6. We Own Our Services
All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel, including but not limited to our Services, the Site and all other materials will at all times vest, or remain vested, in us. Unless otherwise expressly set out in these User Terms or agreed with us, you must not breach any copyright or intellectual property rights connected with the Services. This includes but is not limited to: (i) copying or using, in whole or in part, any of our intellectual property; (ii) reproducing, retransmitting, distributing, disseminating, selling, publishing, broadcasting or circulating any of our intellectual property to any third party including on social media; (iii) attempting to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Services, the data or documentation; (iv) breaching any intellectual property rights connected with the Services, including (without limitation) altering or modifying any of our intellectual property; (v) causing any of our intellectual property to be framed or embedded in another website without our permission; (vi) decompiling or reverse engineering, including attempting to decompile or reverse engineer, any software in the Services; (vii) undertaking or attempting to undertake any act which would otherwise constitute an infringement of our moral rights; (viii) transferring the Services to a third party or mirroring the Services on another server; (ix) creating derivative works from the Services; (x) and using the Services for competitive analysis or to build competitive products.
7. Consumer Guarantees
Certain legislation including the Australian Consumer Law (“ACL”) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (“Statutory Rights”).
To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.
The sections 1, 2, 5, 6, 7, 8, 10, 11, and all of the provisions set forth in section 12 will survive any termination or expiration of the User Terms.
You will indemnify us and our personnel against all liability that we or any of our personnel may incur and which is caused or contributed to by, whether directly or indirectly your breach of any intellectual property rights, applicable laws, or these User Terms.
Each party agrees to use its best endeavours to use mediation and negotiation to resolve any dispute arising out of or relating to these User Terms, prior to resorting to an external dispute resolution process before commencing court proceedings. If the parties are unable to resolve the dispute or agree on an alternate method to resolve the dispute, the dispute may be referred by either party (by notice in writing to the other party) to arbitration in accordance with the Australian Centre for International Commercial Arbitration (“ACICA”) rules. Once a dispute has been referred to ACICA, the parties agree to be bound by the decision of ACICA. The seat of arbitration will be Adelaide, Australia. The language of the arbitration will be English. The number of arbitrators shall be one. The costs of the arbitration will be shared equally between the parties. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
12.1 Severability. These User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these User Terms is held to be void, invalid, illegal or unenforceable, that provision (or that part of the provision) will be severed from these User Terms and the remaining provisions of these User Terms will remain in effect.
12.2 Waiver. No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
12.3 Assignment. You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.
12.4 Changes. We may amend these User Terms at any time, by providing reasonable notice to you or by posting an updated version on this page. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
12.5 Feedback. If you send us any feedback or suggestions regarding the Services, there is a chance we will use it. You agree that we may use feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any feedback.
12.6 Relationship. The User Terms are not intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.7 Jurisdiction. Your use of the Services and any dispute arising out of your use of it is subject to the laws of South Australia and the Commonwealth of Australia. These User Terms are governed by the laws of South Australia and the Commonwealth of Australia and subject to the exclusive jurisdiction of the courts operating in South Australia.
12.9 Contact. For questions and notices, please email email@example.com.