Terms & Conditions of Use
1 Our Software
1.1 Scope – We agree to provide you with a non-exclusive licence to access and use Vibe Surveys, on the terms & conditions set out below.
1.2 Changes – We may modify these terms & conditions to make changes from the current version of the terms & conditions (which is the version referred to above). We may make these changes at any time by incorporating a revised version into Vibe Surveys. The modified terms & conditions will become effective upon incorporation into Vibe Surveys. By continuing to use Vibe Surveys after the effective date of any modifications, you agree to be bound by the modified terms & conditions. It is your responsibility to check the terms & conditions for modifications.
1.3 Publicity – Except as required by law, or with our prior written consent, you may not:
a) refer to a Survey or our name or logo in a public document; or
b) make any public statement about us or the Surveys.
1.4 Changes to Vibe Surveys – As part of our continuing efforts to improve Vibe Surveys, PwC may change Vibe Surveys at any time. PwC may also add, alter, or remove functionality from the Surveys at any time without prior notice. PwC may also limit, suspend, or discontinue access to Surveys at its discretion.
2 Your responsibilities
2.1 Conduct – You must use the Surveys in compliance with, and only as permitted by, applicable law. In addition:
a) you may not misuse our Surveys by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
b) unless permitted by applicable law, you may not deny others access to, or reverse engineer, Vibe Surveys, or attempt to do so.
c) unless authorized by PwC in writing, you may not probe, scan, or test the vulnerability of any PwC system or network
d) you may not provide access to Vibe Surveys to any third party without our consent. You must not copy, reproduce, translate, modify or alter Vibe Surveys or do any act which infringes the copyright relating to Vibe Surveys except as expressly authorised in writing by PwC from time to time
e) you may not use Vibe Surveys to send, store or distribute any viruses, worms, Trojan Horses or other disabling code harmful to a network or system.
f) you must ensure that you use reasonable efforts to prevent any unauthorised use of Vibe Surveys, and immediately notify us in writing of any unauthorised use that comes to your attention.
2.2 Account details – PwC occasionally sends notices to the email address registered with your account. You must keep your contact details associated with your account current and accurate.
3 Confidentiality and privacy
3.1 Encryption keys - As referred to in clause 8, the completed Surveys will be encrypted. You acknowledge that encryption keys may be held by PwC and the Data Hosts (as defined in clause 8).
3.2 Surveys – You acknowledge that the Surveys, excluding your personal information, may not be treated confidentially. At our discretion, we may publish the anonymized, aggregated Surveys. As a User you consent to such publication.
4.1 Liability – Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions and impose obligations on PwC (Guarantees). If the Guarantees apply, to the extent permitted by law, PwC’s liability in respect of the Guarantees will be limited at its option to the resupply of Vibe Surveys or reimbursement of the cost of such resupply. Subject to any Guarantees, all representations, guarantees, conditions and warranties of any nature are expressly excluded. Nothing in this clause excludes, restricts or modifies your rights under a Guarantee.
4.2 No liability – Vibe Surveys is provided “as is” and you use it at your own risk. You agree that to the maximum extent permitted by law, we exclude any liability or responsibility to you or any other person in connection with Vibe Surveys. You agree to reimburse us for any liability (including reasonable legal costs) we incur arising from your breach of this agreement.
4.3 Consequential loss – To the extent permitted by law, we exclude all liability for:
a) loss or corruption of data
b) loss of profit, goodwill, business opportunity or anticipated savings or benefits
c) indirect or consequential loss or damage.
5 Intellectual property
Vibe Surveys remains PwC’s property, and no intellectual property in Vibe Surveys is transferred to you under the terms of this agreement or otherwise.
6 Transfer of information
We use contractors or suppliers located in Australia and overseas to provide us with services we use in performing our services and in our internal functions. Other PwC firms may be involved in our client relationship management and other admin systems and in quality reviews.
You consent to information provided to us by you or on your behalf (including personal information and your confidential information) being transferred to those contractors and suppliers and to other PwC firms and our subcontractors.
PwC may, in its absolute discretion, immediately terminate this agreement if this agreement or your access to or use of Vibe Surveys, results or may result in us or any other PwC firm ceasing to be independent of an audit or assurance client.
8 Data Hosting
8.1 Amazon Web Servers - We use Amazon Web Servers to host Vibe Surveys (under an arrangement with Heroku, Inc., a third party provider of cloud-based data hosting). We will store the information in the cloud environment in an encrypted format. You acknowledge that any information inputted into Vibe Surveys (including any personal information) will therefore be transferred to the hosting provider (who may in turn provide the information to other parties such as Heroku, Inc.) (together, the Data Host), who may be located outside of Australia.
The Data Host may not be subject to privacy obligations that are similar to the Australian Privacy Principles, and may be subject to a foreign law that could compel the disclosure of information (including personal information) to a third party, such as an overseas authority.
8.2 Agreement – You agree that, to the extent permitted by law, in no event shall PwC or any PwC firm be liable for any loss of any kind (including loss of your data) arising from an act or omission (including a negligent or dishonest act or omission) of a Data Host, which may include the following:
a) Vibe Surveys being subject to scheduled or unscheduled downtime;
b) the failure (or absence) of measures to secure the information against accidental or unlawful loss, access or disclosure;
c) suspension of access to Vibe Surveys; or
d) erasure or modification of the uploaded information.
8.3 End User – As an “End User” of the Data Host product, you agree not to do anything or omit to do anything that would give rise to liability of PwC (if it were our act or omission) under:
a) the AWS Customer Agreement available at http://aws.amazon.com/legal/ as modified from time to time (Customer Agreement), including without limitation by breaching the Acceptable Use Policy or other Policies (each as defined in that agreement); and
b) the Heroku Terms of Service, available from https://www.heroku.com/policy/tos.
Neither of us may assign or deal with our rights under this agreement without the other’s prior written consent.
10 Applicable law
The law applying to this agreement is the law of New South Wales. Both of us submit to the exclusive jurisdiction of the courts of that State and waive any right either of us may have to claim that those courts do not have jurisdiction or are an inconvenient forum.
In this agreement the following words and expressions have the meanings given to them below
11.1 PwC firm – an entity or partnership which carries on business under a name which includes all or part of the name ‘PricewaterhouseCoopers’, or is otherwise within or a correspondent firm of the global network of PricewaterhouseCoopers firms, each of which is a separate and independent legal entity
11.2 Surveys - the surveys created and issued by PwC using Vibe Surveys, including where relevant, all responses to the surveys
11.3 this agreement – these terms & conditions
11.4 User or you - any individual who uses Vibe Surveys
11.5 Vibe Surveys – software for the creation and delivery of surveys, developed and owned by PwC or a PwC firm.
11.6 we, us, or PwC – the Australian firm of PricewaterhouseCoopers ABN 52 780 433 757, a partnership formed in Australia
I have read and agree to these terms & conditions.
Privacy Collection Statement – Users
Where you provide us with personal information about others, you agree to inform the individual that the information is being collected and why, how it will be used and the matters outlined in this statement.
Who do we collect the personal information from?
As a User of Vibe Surveys your personal information (being information or an opinion about you) will be collected, held and used by us. You agree to provide accurate, complete and up to date information to us, and to keep that information up to date as it changes.
For what purposes do we collect personal information?
Who may we disclose personal information to?