These Terms may be amended by Qualie from time to time. Qualie will use reasonable efforts to ensure that any changes to these Terms are made available to you not less than 30 days prior to taking effect. Your continued use of Reel.Reviews following the date such amended terms take effect will be deemed to be acceptance of any amended Terms. If you do not agree to these Terms, or to any update to these Terms, your sole recourse is to cease using Reel.Reviews in accordance with the terms of this Agreement.
1. About Reel.Reviews
Reel.Reviews is a system designed to allow its user clients (each a Client) to obtain customer feedback in the form of video reviews in relation to their products and services. Reel.Reviews is delivered to clients as software-as-a-service.
Each Client acknowledges that the success of any Client campaign undertaken via Reel.Reviews is dependent on the uptake by the Client’s customers and the responses given by those customers. Qualie does not guarantee any particular result arising out of the use of Reel.Reviews and will not have any liability to the Client in the event that the response does not meet with the Client’s expectations or requirements.
3. Client Accounts and Permitted Users
3.1 Creating a Client Account
Clients may create an account in Reel.Reviews (a Client Account) by using the signup functionality located [here] and by paying the relevant subscription fees in advance.
The person who creates the Client Account warrants to Qualie that they are authorised to create the Client Account and enter into this Agreement on behalf of the Client.
Clients may give access to the Client Account to any person who satisfies the user requirements set out in Clause 5.1 below (each a User). Clients are liable to Qualie for all acts and omissions of each User.
3.3 Grant of rights to Clients
Subject to compliance with these Terms and payment of the Subscription Fees by the relevant Client, Qualie grants the Client and each User attached to that Client the non-exclusive, non-transferable, non-sublicenseable right for the duration of the Term to access Reel.Reviews via the Website and use the services provided via Reel.Reviews. Clients must not allow any unauthorised person to access or use Reel.Reviews.
4. Use of Reel.Reviews
4.1Use in relation to Client products and services only
Clients must only use Reel.Reviews to collect reviews of its own products or services. Clients must not use Reel.Reviews to collect reviews or other information in relation to the products or services of any competitor or other third party.
4.2Use must comply with applicable laws
All use of Reel.Reviews, and use of any materials created via the use of Reel.Reviews (including Client Materials), by a Client must comply with all applicable laws.
Each User must register to access Reel.Reviews.
When a User registers and activates its account, we will provide the User with a user name and password. Clients are responsible for ensuring that Users keep this user name and password secure and are responsible for all use and activity carried out under this user name.
To create an account, the User must be:
a. at least 18 years of age;
b. possess the legal right and ability to enter into a legally binding agreement with us; and
c. agree and warrant to use the Website and Reel.Reviews in accordance with these Terms (including these User Rules).
5.2 Prohibited Activity
Clients must not, and must ensure that their Users do not:
a. commit any act that would constitute a breach of either the privacy (including uploading or otherwise enabling Reel.Reviews to collect private or personal information without an individual's consent) or any other of the legal rights of individuals;
b. attempt to undermine the security or integrity of Qualie’s systems or networks or, where a service is hosted or provided by a third party, that third party’s system or network;
c. make any use of Reel.Reviews which is unlawful, offensive, indecent, objectionable, harassing, obscene, pornographic, threatening, abusive, defamatory, libellous, fraudulent, tortious, or invasive of another’s privacy or which constitutes a breach of any other of the legal rights of individuals (including with respect of the Spam Act);
d. use, or misuse, Reel.Reviews in any way which may impair the functionality of Reel.Reviews, any Qualie system, or any other network or system used to deliver Reel Reviews or the Qualie System;
e. attempt to gain unauthorised access to any materials other than those to which the Client or User has been given express permission to access;
f. transmit or input into Reel.Reviews:
any files that may damage Reel.Reviews or any other person’s computing device or software; or
any illegal or offensive content or content that otherwise infringes any law or regulation; or
g. attempt to modify, copy, adapt, reproduce, disassemble, decompile, create derivative works from or reverse engineer any computer programs used to deliver Reel.Reviews, or any of Qualie’s other products or services.
5.3 Passwords and Usernames to be kept secure
Clients must ensure that their Users’ Reel.Reviews usernames and passwords are kept secure and confidential. Clients must immediately notify Qualie of any unauthorised use of a username or password or any other breach of security.
6. Privacy and Spam Obligations
Clients must ensure that they only send Reel.Reviews review requests to individuals from whom they have obtained express consent to receive marketing materials in relation to their products and services. Each Client warrants and agrees that it will only use Reel.Reviews in accordance with applicable privacy and spam laws, including, but not limited to, the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth). The Client indemnifies Qualie from and against all claims, costs, damage, liability, loss, and expense arising from a breach of this warranty by the Client.
Clients acknowledge that the data held by Qualie includes personal information (as defined in the Privacy Act 1988 (Cth)). Clients agree to comply, and to ensure that each User complies, with its obligations under the Privacy Act 1988 (Cth) in respect of all such information.
7. Fees and Charges
7.1. Subscription Fees
Use of Reel.Reviews is on a subscription basis. We will notify you of our subscription fees from time to time (Subscription Fees). Any changes to Subscription Fees will not operate retrospectively but in the event you do not agree to any change in pricing your sole remedy is to cease using Reel.Reviews in accordance with these Terms.
7.2 Fees payable in advance
Our Subscription Fees are payable in advance. If you do not make timely payment of applicable Subscription Fees we reserve the right to limit or cease your access to Reel.Reviews or to terminate this Agreement.
7.3 Additional Services
We may, from time to time, create additional functionality of Reel.Reviews that we offer for an additional fee. If that occurs we will notify you of any such additional functionality and the additional fees payable.
7.4 GST and Tax
Our fees are inclusive of GST and other similar taxes. You are responsible for paying all other taxes and charges in connection with your use of Reel.Reviews.
8. Support and Maintenance
8.1 Technical Issues
In the case of technical or other availability issues with Reel.Reviews you must make all reasonable efforts to investigate and diagnose such issues prior to contacting Qualie. If you require additional support you can contact Qualie at client firstname.lastname@example.org.
Qualie will provide the support services as specified in the pricing-tier package applicable to the Client’s subscription.
8.3 Service Availability
Qualie may, on occasion, make Reel.Reviews or other elements of the Qualie system unavailable for the purposes of performing maintenance or development. Qualie will use reasonable endeavours to publish details of such maintenance or development on the Website, and will use reasonable endeavours to ensure that such maintenance or development is conducted during time periods that minimise disruption of Reel.Reviews to Clients and Users. All Clients and Users acknowledge that Qualie may be required to perform urgent maintenance or development at any time and under such circumstances Qualie may make Reel.Reviews or any other element of the Qualie system unavailable without notice for the purposes of performing such urgent maintenance or development.
9. Intellectual Property Rights in Reel Reviews
Unless otherwise indicated, Qualie owns or licenses from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in Reel.Reviews, other elements of the Qualie system, and in all of the material (including all text, graphics, and logos) made available on any of the foregoing (Content).
Clients’ and Users’ use of Reel.Reviews and use of and access to any Content does not grant or transfer any rights, title or interest to Clients or Users in relation to Reel.Reviews or the Content. However Qualie grants Clients and Qualie Users the right to access Reel.Reviews and view the Content on the terms and conditions set out in this Agreement and, where applicable, as expressly authorised by us and/or our third party licensors.
Any reproduction or redistribution of Reel.Reviews or the Content is prohibited and may result in civil and criminal penalties. In addition, a Client or Qualie User must not copy the Content to any other server, location or support for publication, reproduction or distribution is expressly prohibited.
All other use, copying, reproduction, or reverse engineering of Reel.Reviews, the Content or any part of it is prohibited, except to the extent permitted by law.
10. Intellectual Property Rights in Client Materials
10.1 Collection and use of Client Materials
Clients may use Reel.Reviews to collect video reviews in relation to their products and services. These reviews are recorded and collected by Qualie as part of the Reel.Reviews service. All video reviews collected via Reel.Reviews in relation to a Client are owned by the Client on and from their creation (Client Materials).
Notwithstanding the Client’s ownership of the Client Materials, Clients agree:
a. to comply with the terms of this Agreement and any restrictions on the use of Client Materials notified to the Client by Qualie from time to time. In particular, Clients agree that they will not publish, broadcast, or otherwise communicate any Client Materials to the public if consent to such communication has not been given by the individual or individuals embodied in the Client Materials; and
b. that access to Client Materials will not be given in the event a Client fails to make payment of any Subscription Fees or other amounts due to Qualie from time to time, for so long as such payment remains outstanding. Nothing in this paragraph affects or limits Qualie’s other rights under this Agreement in the event of a failure of the Client to make a payment due under this Agreement.
Clients agree that Qualie may use reasonable excerpts of Client Materials in connection with the promotion of the Reel.Reviews service and Qualie’s products and services generally.
11. Term and Termination
The Term commences upon a Client registering an account and concludes on the date of termination as set out in this Clause 11.
The Term of this Agreement continues for so long as you continue to your subscription, unless it is otherwise terminated in accordance with its terms. You may choose to terminate your subscription at any time by using the termination functionality available on the Website. Such termination is effective immediately. If you terminate under this provision:
a. Qualie is entitled to retain all amounts you have paid Qualie as of the date of termination (and no refunds will be given in respect of any prepaid Subscription Fees); and
b. you remain obligated to pay all Subscription Fees payable up to the date of termination if they have not yet been paid.
11.3 Qualie’s Termination for Convenience
Qualie may terminate this Agreement at any time on written notice to a Client, however where this Agreement is terminated without cause Qualie will use reasonable efforts to provide the Client with not less than 30 days notice of such termination.
11.4 Termination for Breach
If a Client or User:
a. fails to make any payment under this Agreement as and when due;
b. breaches any term of this Agreement that is not capable of remedy;
c. breaches any term of this Agreement that is capable of remedy and does remedy that breach within 7 days of receiving notice of the breach from Qualie; or
d. becomes insolvent or bankrupt, or goes into liquidation, or has a receiver or manager appointed to any of its assets, or makes any arrangement with its creditors,
then Qualie may, in its discretion, do any one or more of the following:
e. terminate this Agreement and the Client’s access to Reel.Reviews and/or any other services provided by Qualie;
f. suspend the Client’s use of Reel.Reviews and/or any other services provided by Qualie;
g. suspend or terminate the Client’s access to any data (including Client Materials); or
h. take any of the above steps in respect of any other person who has access to a Qualie service or to the Client Materials or data.
For the avoidance of doubt, where Qualie exercises its rights under this Clause 11.4 such exercise applies to all Users attached to the relevant Client.
11.5 Access to Client Materials following termination
Following the termination of this Agreement for any reason you will no longer be able to access your Reel.Reviews account, any Client Materials, or any other data we have collected via Reel.Reviews on your behalf (other than personal information to the extent you have a legal right to do so) and we will not have any obligation to provide you with access to, or copies of, such Client Materials or other data.
11.6 Accrued Rights
Termination of this Agreement is without prejudice to any rights or obligations of the parties accrued up to and including the date of termination. On termination of this Agreement Clients remain liable for all accrued charges and amounts payable as of the date of termination. Each Client’s and each User’s right to access and use Reel.Reviews ceases immediately upon termination of this Agreement for any reason and all Reel.Reviews functionality, including any embedded widget or iframe functionality will immediately cease to function. In the event that this Agreement is terminated as between Qualie and any Client, Qualie may, in its election, suspend or terminate the operation of this Agreement in respect of any User attached to that Client.
12.1 Client Indemnity
Each Client indemnifies Qualie from and against all claims, costs, damage, liability, loss, and expense arising from:
any breach of this Agreement by the Client; and
any acts or omissions of a User, or breach of this Agreement by a User.
Each party will preserve the confidentiality of all Confidential Information of the other party obtained in connection with this Agreement. Neither party will disclose any Confidential Information of the other party other than where the other party has given its prior written permission or where the Confidential Information must be disclosed by law.
Confidential Information means all information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by the Client or User or Qualie or which is otherwise learned or accessed by the Client or User or Qualie as a result of entering into this Agreement.
14. Data and Access
All information entered into Reel.Reviews by Users, and all Client Materials, remain the property of the Client and may be accessed during the Term by the Client via the Client Dashboard.
Qualie will use reasonable efforts to retain copies of Client data for the duration of the Term. However it is the Client’s sole responsibility to ensure that it maintains appropriate backups of all Client data and Client Materials.
Upon termination of this Agreement for any reason Qualie may retain Client data as required by law or the terms of any relevant insurance policy.
Each Client agrees that Qualie may compile and deidentify any information it holds and use it for any purpose.
15. Disclaimer of Warranties
15.1 The Reel.Reviews service is provided on an “as-is” and “as-delivered” basis and Qualie disclaims all warranties, express or implied, including any warranties of merchantability or fitness for purpose. Qualie does not warrant that Reel.Reviews will be constantly available, uninterrupted, secure, or error-free, or interoperable with any third party software or equipment.
15.2 The Client acknowledges and agrees that:
a. Reel.Reviews has not been prepared to meet the Client’s individual needs;
b. it is the Client’s obligation to ensure Reel.Reviews is suitable for the Client’s needs; and
c. Qualie may add to, remove, or alter the functionality of Reel.Reviews at any time in its discretion.
16. Limitation of Liability
16.1 To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall Qualie be liable for any direct and indirect loss, damage or expense, loss of profits, loss of revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, loss of business, or any other loss not arising naturally from the relevant breach – irrespective of the manner in which it occurs – which may be suffered due to a Client’s or User’s use of Reel.Reviews or any other part of the Qualie system, or as a result of the inaccessibility of Reel.Reviews or any other part of the Qualie system and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.
16.2 If a Client or User is not satisfied with Reel.Reviews or the terms of this Agreement, the Client or User’s sole remedy is to cease using Reel.Reviews and to terminate this Agreement in accordance with Clause 11.2.
16.3 The Client acknowledges that Reel.Reviews is delivered via a web application and is dependent upon web access for functionality. Accordingly, and without affecting any other limitation of liability set out in this Agreement, Qualie will not have any liability to the Client in the event that the Client is unable to access Reel.Reviews as a result of:
a. any internet outage;
b. any failure of the Client’s systems;
c. the failure of any system used by a User or customer of the Client; or
d. the failure of any service provided by a technology provider of Qualie (such as a cloud service provider)
16.4 Notwithstanding anything else set out in this Agreement, to the extent that Qualie has any liability to a Client other than in respect of loss or corruption of data as set out in Clause 16.5 below, Qualie’s total aggregate liability to that Client in connection with any breach of this Agreement by Qualie will be limited at Qualie’s sole discretion to:
a. the resupply of the Reel.Reviews services to the Client; or
b. the payment of the cost of having the services supplied to the Client again.
16.5 Notwithstanding anything else set out in this Agreement the Client agrees that in the event of any loss or corruption of Client Data or any other data held by Qualie on the Client’s behalf Qualie’s sole liability to the Client will be limited to using reasonable efforts to try to recover that data from Qualie’s available backups.
17.1 Entire Agreement
17.2 No Assignment
A Client or User may not assign or transfer any rights under this Agreement to any third party without Qualie’s prior written consent.
18. Jurisdiction and governing law
Last Updated: 6 October 2020