These Terms and Conditions constitute an agreement (“Agreement”) between you (“you”, “your”, “user”, “Partner”) and Autodeck Pty. Ltd. (MechanicDesk).
By using the MechanicDesk system (the “Service”) and all services of MechanicDesk Limited, Australian Business Number 27166975819 (“MechanicDesk”), you agree to the legal terms set forth by the following terms and conditions (“Terms of Service”). By using the Service, you agree to each of the terms set forth below. If you do not agree with any term or condition set forth below, you are not authorized to use the Service for any purpose. MechanicDesk reserves the right to modify the Terms of Service from time to time without prior notice, effective upon posting an updated version of this Terms of Service on the Service or Site. You are responsible for regularly reviewing this Terms of Service. Continued use of the Service after any such modifications to the Terms of Service shall constitute your consent to such modifications.
1. Account Terms
- You warrant that you are 18 years of age or older
- You warrant that you are a human, and not a computer service or automated “bot”
- You warrant that you have provided accurate and valid information requested during the registration process
- You warrant that you will use the Service only for lawful purposes. You must not violate any laws in your jurisdiction, including but not limited to any copyright laws.
- You are prohibited from violating, or attempting to violate, the security of the Service.
- Your warrant that during your use of the Service you will not create, transmit, distribute, or store material that violates a trademark, copyright, trade secret, or other intellectual property rights of others; violates the privacy, publicity, or other personal rights of others; impair the privacy of communications; generate obscene, offensive, or inappropriate content; causes technical disturbances to the Service, including, but not limited to, introduction of viruses, worms, or other destructive mechanisms; create a deceitful website to imply association with MechanicDesk or the Service; create or send verbal, physical, written or other abuse (including threats of abuse or retribution) to any MechanicDesk customer, employee, member, or officer.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by MechanicDesk.
- You understand that MechanicDesk uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and other technology required to run the Service. If your bandwidth usage on the Service significantly exceeds the average bandwidth usage of the Service, as determined by MechanicDesk, we reserve the right to limit your bandwidth to the Service.
2. Partner Terms
- You are our Partner when you register for either the Referrer or Reseller programs.
- We reserve the right to accept or decline any individual or organisation from becoming a Partner. If your application is declined, you will be refunded any registration fees paid.
- We authorise you to:
- market and promote our products;
- provide support to your Customers in respect of our products;
- use our trade marks strictly in your capacity as Partner (and in this respect we grant you a limited, revocable, non-exclusive and non-transferrable license to use and display our trade marks).
3. Our obligations
In order to enable you to fulfil your role as our Partner, we will;
- Provide you and any other members of your organisation team with relevant training on the products that we provide in order to maximise the benefits of the Program to each of us;
- Provide you with a free account to use for demonstrations to potential Customers for the term of our relationship;
- List you as a Partner in the partner directory on our website;
- Provide you with priority assistance from our Partner support team (at our discretion and to the extent reasonably practicable) in relation to potential Customers and other assistance that you may reasonably require under the Program.
4. Your obligations
In relation to your role as Partner under the Program you are required to;
- Link to our website URL (http://www.MechanicDesk.com.au) from your website and include with the link:
- Our logo (as provided by us);
- A description of the products we provide; and
- A description of the services (including support) that you will provide in relation to our products;
- At all times work diligently to protect and promote our interests and to act loyally and faithfully towards us in all matters;
- Act in an orderly and businesslike manner and to comply with all relevant laws and regulations;
- Hold any goodwill generated for our business under the Program; and intellectual property created in relation to the Program for our business as bare trustee for us.
- Notify us:
- of any suspected infringement of our intellectual property and take such reasonable action as we may direct, at our expense, in relation to such infringement; and
- if you believe we may be marketing or providing our products, or otherwise conducting our business, in breach of your local laws or regulations.
- In your role as Partner you must not:
- use any of our intellectual property except in the course of the Program, nor cause or permit anything which may damage or endanger our intellectual property or our title to it (including assisting or allowing others to do the same);
- pledge our credit in any way or commit us to any contractual obligation without our prior written consent;
- market our products via facsimile, telemarketing, spyware, malware, viruses or other forms of marketing that could potentially harm our business, or as may be communicated by us from time to time;
- enrol in the Program for the purpose of using our products for yourself (nor do so at any time during the Program); and
- make any representations or give any warranties on our behalf to any third parties (except to the extent we may consent to in writing).
5. Certified Reseller obligations
In addition to the obligation outlined in section 4 above, Certified Resellers are required to;
- Provide the first level of contact and support to your Customers at standards no less than we provide to our customers (taking into account, at our discretion, the resources of your organisation) and as otherwise determined by us. Only if you are unable to properly provide the necessary support to your Customers should they contact us;
- Ensure that at least one person within your organisation has completed the Certification process at all times;
6. Payments to You
- For as long as you remain a Partner and comply with these Terms you will earn 20% of the gross monthly subscriptions (Subscriptions) that we receive from your Customers on a monthly basis (Commission).
- We will pay you the Commission within 30 days from when your Customers pay us their Subscriptions and once the Commissions due to you reach at least $100. Subscriptions are due from your Customers 30 days after the Customer signs up and on a monthly basis thereafter.
- We will pay your Commission as a deposit to your bank account, or as a credit to your registered credit card, as notified by you to us in writing. You must generate and supply to us an invoice (in the format we require) in respect of all Commission payments we make within 15 days of you receiving your Commission.
- The Commission is inclusive of all applicable taxes and duties and we reserve the right to alter our product pricing and the Commission, at our discretion, upon 15 days notice in writing to you and your Customers. Details of our current pricing levels can be found on our website here - http://www.MechanicDesk.com.au/pricing
- We reserve the right to disqualify and disregard any Commission that we believe (in our absolute discretion) to be earned through fraudulent, illegal, questionable or other methods that may be in breach of these Terms.
- Commission payments to Partners on the Referrer Program are limited to 12 months from the date each Customer activated their account
- Either of us may terminate these Terms and your participation in the Program by giving one month prior notice in writing to the other. We may also terminate these Terms and your participation in the Program immediately should we believe, in our absolute discretion, that you are either in breach of these Terms, that the standing or reputation of our business or products is at risk or if we believe such termination to be in the best interests of our business generally.
- Once your participation in the Program ends:
- your Customers become our customers and you will not be entitled to any further Commissions other than those owed to you at that time; and you must:
- remove any and all of our intellectual property from your website, business premises, stationery and other property within 15 days;
- cease using our intellectual property;
- return to us any property (including intellectual property) which we have supplied to you, together with any records relating to your role as Partner that we may reasonably request; and
- not solicit any of our customers (including your former Customers) or our former customers with the intent of taking their custom without our prior written consent.
8. Copyright Terms
- You acknowledge that the Service is licensed to you and that MechanicDesk retains ownership of all right, title and interest to the Service, the Service design and documentation, and the intellectual property rights therein (including without limitation, all patent rights, design rights, copyrights and trade secret rights). You agrees not to (i) copy, modify, or reverse engineer the Service hardware, software, or design, make derivative works based upon the Service, or use the Service to develop any Services, without MechanicDesk’s prior written approval or (ii) sell, license, rent, or transfer the Service to any third party. MechanicDesk (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, for suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service.
- MechanicDesk claims no intellectual property rights over any of the content or data you upload or add to the Service. All data added to the Service by you or users of your account retains its original ownership.
- MechanicDesk is not responsible for any incorrect or inaccurate content posted on the Site or Service. The Site or Service may be temporarily unavailable from time to time for maintenance or other reasons. MechanicDesk assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. MechanicDesk is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Site or Service, including injury or damage to users or to any other person’s computer related to or resulting from use of the Service.
- MechanicDesk does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, MechanicDesk, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected. The Service is provided “as-is” and MechanicDesk disclaims all warranties, whether expressed or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. MechanicDesk cannot guarantee and does not promise specific results from use of the Service. Except in jurisdictions where such provisions are restricted, in no event will MechanicDesk or any of MechanicDesk’s business associates (which for the purposes of these terms will include suppliers, advertisers, referrers, etc.) be liable to your or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising your use of the Service, even if MechanicDesk has been advised of the possibility of such damages.
- You agree to indemnify and hold MechanicDesk, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Site in violation of this Terms of Service or your violation of any law or the rights of a third party.