amended from time to time by Carell Solutions , residing at PO Box 810 Northland
Center Vic 3072 and constitutes as a binding agreement between Carell Solutions
Carell Solutions provides you with a system to share information in your organization
(and outside of it). You can use Carell Solutions’ services to track your internal tasks,
sales, leads and routinely processes. You can invite anyone in your organization to
use the system, and you can invite outside contractors and consultants to participate
and engage in those internal processes or invite customers to share work progress.
When you create content through Carell Solutions’ services, you retain all your rights
in such content, and you may be allowed (to the extent the system enables you to) to
change its availability to other users, i.e. make it available only to your organization,
selected people in it, or other definitions.
Carell Solutions is meant to be used for sharing knowledge inside the organization.
Carell Solutions allows the administrators of your organization to moderate this, add
users, and track the use of the system internally.
Carell Solutions operates its services with best efforts, and takes steps to make sure
your information is protected. However, because of the nature of Carell Solutions’
services, which combine public and private information that is conveyed over the
public internet, Carell Solutions shall not be liable for any damage caused as a result
of your use of the services, their unavailability, any error or faults in the services.
We request that you read the full terms, as it is the sole agreement between yourself
and Carell Solutions.
1. Registration, Eligibility: In order to register to the services, Carell Solutions
may perform several actions to verify your identity, including the
authentication of your email account, or validation of other information. When
you register, you state and warrant that you adhere to Carell Solutions
eligibility terms, as stated hereunder:
1. Who Can Register?
1. Admins: If you are the authorized agent of your corporation,
and you are the first to register, you shall be deemed as the first
Administrator of your Carell Solutions account, which you may
share later with other employees. When you open the account, it
shall be under your corporate name, and you shall be
designated as "Administrator".
1. Corporation: You hereby warrant that you are a valid
corporation, business, partnership, non-profit entity
and/or government agency, which is solvent and may
enter into these binding terms. You hereby warrant the
1. Designated Agent: The first administrator who
opened an account is the designated agent who is
authorized to enter into these terms on your
2. Credit Card: You own a valid credit card and/or
visa debit, which shall be used to pay for the
services, if purchased. The credit and/or debit card
is under your name.
3. Owner of the Domain: You are the owner of the
domain name which was used to register your
account at Carell Solutions, and no other third
party has made any claims in regards to ownership
of such domain and/or trade name.
2. No Enemy State: You do not reside in any proscribed
state nor in any state that is embargoed by the United
States department of commerce Or Australian
Department of commerce or any other applicable law.
3. Solvency: You are solvent and have not filed for
bankruptcy, liquidation, debt arrangement or otherwise
lost your ability into entering into agreements such as
4. Previously Blocked: You were not previously blocked by
Carell Solutions from having an account.
2. Users: If you are a user, then you hereby warrant the following:
1. Age: You are over 18 years of age, or if you are a
corporation, the corporation is valid and allowed to enter
into this agreement. If you are under 18 and over 13, you
obtained your parents consent to these terms of service.
If you're under 13, don't use the Carell Solutions service.
2. Position: You hold a position in the entity which own the
Carell Solutions account.
3. Email Address: You hold and manage a valid email
2. Administrative Tasks: If you are the account’s administrator, you may
perform the following tasks which shall apply to the entire account:
1. Manage the Look and Feel: You may manage, according to
the service’s functionality, the look and feel of your account.
2. API: You may access, according to the specifications set forth
by Carell Solutions, the Application Programming Interface (API)
and perform several automated tasks.
3. Administer the Service: You may administer, according to the
service’s functionality, the accounts and services.
4. Moderate Content: You may, according to the service’s
functionality, moderate content created by other users in your
5. Invite: You may, according to the service’s functionality, invite
other users, which may or may not be employees of your entity,
as guests and/or users to your account.
3. Members: If you are a member, then you may, according to the
service’s functionality, perform the following activities:
1. Post Content: You may post content and interact with other
users’ content, such as text, images, videos, charts, polls and
other content types as available through the service’s
2. View Information: You may view content posted by other
users, as well as your content. Provided, however, that such
viewing is not restricted by the other users and/or the
4. Guests: If you are a guest, then you may, according to the service’s
functionality, perform the following activities:
1. Post Content: You may post content and interact with other
users’ content, such as text, images, videos, charts, polls and
other content types as available through the service’s
functionality, provided that the administrator allowed you to do
2. View Information: You may view some content, according to
what the administrators marked as content that you may view.
5. Securing Your Account: When registering to the services, you shall
be required to provide Carell Solutions with some information, and
Carell Solutions may request to access additional information.
1. Strong Password: Due to the sensitivity of information stored
on your behalf on service and the potential risk if it is exposed,
you are required to use a strong password. If you don't know
how to choose a strong password, then don't use any of the
following: (i) your name with "123" added; (2) your phone
number, or any other number; (iii) any word which appears in
the dictionary; (iv) anything like "password1234" or
"q1w2e3r4t5y6" even if it is a mix of name and numbers. A good
password is something that is easy to remember but hard to
guess; things like "It1was2a3moonlit4night5in6old7Mexico" is a
2. Don't Share Login Details: Please do not allow others to use
your account. You are required to inform Carell Solutions,
immediately, upon any case where you believe that your
account was breached and in any case you are in knowledge of
any unauthorized use of any Carell Solutions account. Such
notification shall be by email to firstname.lastname@example.org
3. If You Forgot Your Password: don't worry! Should you forget
your password you can request or replace it by pressing the
"forgot password" link.
6. Reclaiming Your Domain: If, by any chance, some other person
claimed your domain name, let Carell Solutions know, and it can assist
you in reclaiming a domain which was falsely used by other people.
2. The Services: Carell Solutions provides the following services as a part of the
"service" and or "services"; where these Terms refer to the term "Services"
and/or "Service" they refer to the services provided under this agreement and
defined in this article. It may add other services and functionality and/or
modify some of the services according to future decisions. However, material
changes in the service shall be posted.
1. Projects: Carell Solutions main service is the creation of "projects"
which are line items of content you interact with. You may post in
projects, add images and/or interact with them. You may share
different content through those line items, such as text, images, audio,
video or other types of content.
2. Tasks and Actions: You can assign tasks and Actions to people within your organisation or invited Project members.
3. Audit Tools: If you are an administrator, Carell Solutions may provide
you with audit tools to manage your account and view what activities
were performed by which users.
4. Branding: If you are the administrator of the account, Carell Solutions
may allow you to brand and design your account.
5. Intellectual Property Rights: Carell Solutions retains all applicable
intellectual property rights, as well as other rights, in the service. Your
use of the services does not grant you any title or right in the services
which is not specified in these terms. It is anticipated that You may
provide suggestions, comments or other feedback to the Carell
Solutions Service ("Feedback"). Feedback shall be deemed the sole
property of Carell Solutions. Without derogating from the above, Carell
Solutions will be free to adopt such Feedback for any of its products or
services, use it in any other manner, disclose, reproduce, license or
otherwise distribute and exploit the Feedback provided to it as it sees
fit, entirely without obligation or restriction of any kind on account of
intellectual property rights or otherwise. You and Your organization
hereby waive any right to the Feedback, including but limited to, any
right for royalties or any other consideration.
3. Support: Carell Solutions provides you with various means of support. The
support itself is provided by Carell Solutions trained staff and includes the
following support services:
1. Internal Manuals: Carell Solutions shall avail you to internal manuals
written by its experts who provide instruction for most of your needs:
from basic setup and use to the most detailed advanced uses.
2. Videos: Carell Solutions shall avail you to videos which include
audiovisual instruction material.
3. Phone & Email Support: Carell Solutions shall also provide you
support through phone and email. Such support shall be provided in
Carell Solutions regular business hours. Carell Solutions support shall
assist you in any service related question and shall also provide you
with workthroughs in the service. In any case of service malfunction,
Carell Solutions support shall also attempt to resolve the malfunction in
a timely manner.
4. User Generated Support: Carell Solutions may allow you to provide
other users with support through its on-line forums and/or methods.
Carell Solutions does not endorse, nor does it warrant, for any user
5. Restrictions. You shall not: (i) copy, distribute or modify any part of
the Carell Solutions service without our prior written authorization; (ii)
use, modify, create derivative works of, transfer (by sale, resale,
license, sublicense, download or otherwise), reproduce, distribute,
display or disclose Content (as defined below), except as expressly
authorized herein; (iii) disrupt servers or networks connected to the
Carell Solutions service; (iv) use or launch any automated system
(including without limitation, "robots" and "spiders") to access the Carell
Solutions service; and/or (v) disable or otherwise interfere with
security-related features of the Carell Solutions service or features that
prevent or restrict use or copying of any Content or that enforce
limitations on use of the Carell Solutions service.
4. Content Policy: By either providing Carell Solutions with visual, textual,
audiovisual, or other material or by using Carell Solutions Service to create
content, You hereby accept Carell Solutions User Generated Content Policy
as set forth. You acknowledge that any violation of the User Generated
Content Policy may cause termination of Your service, removal of your
content and legal action by both Carell Solutions and the person whose rights
1. What is "Content"? For the purpose of this policy, the term Content
shall refer to: (i) images and/or text and/or videos used in creating
content through the service, as well as comments; (ii) images or videos
retrieved from 3rd parties in such items; (iii) description, text and
information processed through Service; (iv) submissions made through
2. Guidelines: You hereby warrant that Your Content is not offensive in
any way and without derogating from the generality above you further
warrant the following:
1. Intellectual Property Infringing: Your Content does not
infringe any 3rd party copyright, design, patent, trademark, trade
secrets or any other intellectual property rights.
2. Pornography: Your Content does not contain any text, image or
depiction including nudity, profanity, sexual activity, sexual
innuendos, sexually offensive or otherwise obscene.
3. Slanderous: Your Content does not slander, defame or
otherwise harm the good name of others.
4. Hate Speech and Racism: Your Content does not include any
hate speech or racist opinions, as well as does not incite others
to violent acts against persons solely based on their inclusion in
a specific group.
5. Scams: Your Content is not used to initiate or encourage any
participation in a scam, market manipulation, pyramid scheme,
religion, alcoholics anonymous meetings, cults, phishing or
otherwise any use which may be used to extract goods and/or
money from others, including any virtual property.
3. License: You hereby warrant that you are the sole owner and
proprietor of any content you distribute through the service. For the
service, You hereby grant Carell Solutions license to use your Content
to provide other users within your organization, or those invited from
outside the organization by you, with the Services. It does not mean
that Carell Solutions may publish it publicly, it means that Carell
Solutions can provide others, inside your organization, with the
contents of your post.
4. Warranty: You hereby warrant that you are either the sole proprietor or
a designated licensee of any content you post through the service and
that no other party's rights are infringed or violated by your use of the
content and the Service. You moreover warrant that no legal claim,
dispute or lawsuit was filed against you or threatened against you for
publishing content through the Service.
5. Administration and Policy: It is Carell Solutions policy that each
administrator is the sole person in charge of moderating users’ content.
This means that your account may be moderated by the administrators,
and that they may remove content you provided. In extreme cases, if
Carell Solutions receives a 3rd party notice about content which is in
violation of this policy, it shall act according to applicable laws and
moderate and/or remove said content. Please note that if Carell
Solutions shall find repeat violations of this policy, it may block your
account permanently. Notwithstanding the above, it is hereby clarified
that Carell Solutions shall not monitor and/or moderate your Content or
other users' content and there shall be no claim against Carell
Solutions of not acting so.
5. Fees: In consideration for its services, Carell Solutions may charge you fees
as detailed in its website.
1. Trial Period: During the trial period, you will not be charged. Following
it, however, Carell Solutions may suspend your account or may
choose, according to its sole discretion, to re-allow you to enter into a
1. Referral: Carell Solutions may allow you to participate in a
referral program, according to the terms and stipulations of the
referral program published in its website ("the Referral
Program"). In the Referral Program, Carell Solutions may allow
Trial users, who have an account that is limited to a specific
number of users, to refer other users to join the service and
receive an extension of the Trial Period. Carell Solutions may
set a maximum extension, minimum extension or other terms,
and may terminate the Referral Program for any user at any
time. Joining the Referral Program is subject to Carell Solutions
sole discretion. The Referral Program
2. Payments: The payments made to Carell Solutions shall be made on a
recurring basis, and shall be changed in accordance to your usage of
3. Automated Upgrades: Should your use of the service be in excess of
your purchased package, for example by adding users and/or
accounts, your payment shall be recalculated according to the time
remaining in your outstanding balance and the addition shall be
charged on your next billing cycle.
4. Downgrades: Should you require to downgrade your account, you
should contact Carell Solutions and it may change your package.
5. Storing Your Credit Card: As Carell Solutions uses 3rd party services
to provide billing services, it may store your credit card information at
such party’s premises. Carell Solutions shall only use 3rd party
services who are compliant with professional standards and the law.
6. Refunds: as Carell Solutions provides you with tailored services, you
are not entitled for any refunds under applicable laws. However, Carell
Solutions may refund you according to its sole discretion.
consideration that your information travels through third parties as part of our
services, and that Carell Solutions shall obey local regulations if required by
law, which may require disclosure of information.
1. Information Carell Solutions Collects: Carell Solutions collects some
information, both personally identifiable and non-personally identifiable,
according to the following criteria:
1. Information You Provide Carell Solutions: Carell Solutions
may retain information you voluntarily provide it, such as your
name, email address, profile photo, job title, skills and other
information you submit through the services.
2. Information Carell Solutions Collects Through Your Use of
the Services: Carell Solutions may also retain information it
gathers through your use of the services such as your device’s
type, browser type, screen resolution, operating system, system
preferences, the pages you viewed, the content you submitted
and other information it collects through your use of the
services, which may be personally identifiable.
3. Information Carell Solutions receives From Third
Parties: Carell Solutions may also retain information it received
and/or procured from third parties, such as its service providers,
ad networks and marketing agencies, which all relate to your
preferences and your use of the services.
2. How Does Carell Solutions Use The Information? Carell Solutions
uses your personally identifiable information to provide you with the
services, such as to let other users to view your content and contact
information. Carell Solutions also uses aggregated, non-personallyidentifiable
information to provide improvement in the services and to
perform random tests for additional features. Carell Solutions shares
your information inside your organization, and may share information
with third parties you requested it to share through its API and/or third
3. Your Privacy Settings: Carell Solutions uses some third party
services to provide with parts of the services and therefore shall make
best efforts to comply with all privacy settings set in your account.
However, as your information travels through various networks and
servers, Carell Solutions cannot ensure that it shall remain private at all
4. Who Has Access To Your Information? Carell Solutions uses
selected third parties to provide you with the service, and shall share
some information with them, under strict confidentiality obligations, to
provide you with the services. Such service providers shall include
Amazon S3 and Google. Moreover, Carell Solutions employees and
agents, who are under the most strict confidentiality obligations, also
have monitored access to some of your information. Carell Solutions
employees undergo casual and routine monitoring. Lastly, your
information will be shared with people you specifically ask to share.
5. How Is Your Information Secured? Your information is secured in
Carell Solutions server, which is secured under industry standards.
Carell Solutions also performs occasional penetration tests, to make
sure your information is secure.
6. How Can You Review Your Information? You can review all your
information using Carell Solutions web panel.
7. How Can You Remove Your Information? Should you request to
remove your account, please contact Carell Solutions at
8. Can Carell Solutions Contact You? Carell Solutions may send you
periodic updates regarding the service, your use and other information
relating to the service as well as promotional messages. You can optout
of these messages at any time.
9. What Can You Do If You Feel That Your Privacy Was Violated? If
you feel your privacy was compromised, you can contact Carell
Solutions privacy officer at email@example.com and request that he’ll
review your complaint.
7. Indemnification: Your organisation and you hereby warrant and agree to
hold Carell Solutions harmless and to indemnify Carell Solutions for any
damage, loss, expense, legal expense or cost incurred as a result of (i) your
use of the services in direct violation of these terms, including any false
representation; OR (ii) any claim, complaint or notification filed maliciously or
negligently against any Carell Solutions or other Carell Solutions user where
no such claim had any legal standing.
8. Warranty: CARELL SOLUTIONS DOES NOT WARRANT FOR SERVICE
AND SUPPLIES IT ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOUR
USE OF SERVICE IS AT YOUR OWN RISK AND UNDER YOUR LIABILITY.
CARELL SOLUTIONS MAKES NO WARRANTY THAT (I) THE SERVICE
WILL MEET YOUR REQUIREMENTS AND (II) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE AND (III) THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE
WILL BE ACCURATE OR RELIABLE AND (IV) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU THROUGH SERVICE WILL MEET
YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICE WILL BE
9. Liability: FOR NO CASE AND FOR NO REASON SHALL CARELL
SOLUTIONS BE HELD LIABLE FOR ANY DAMAGE, DIRECT OR
INDIRECT, CONSEQUENTIAL, EXEMPLARY, PHYSICAL OR SPECIAL, TO
YOU, ANY OTHER USER OR ANY 3RD PARTY DUE TO ITS
MISPERFORMANCE OF DUTIES HEREIN. CARELL SOLUTIONS
PROVIDES SERVICE ON AN AS-IS BASIS AND SHALL NOT BE HELD
LIABLE, TO THE EXTENT PERMITTED BY LAW, BY ANY CASE OF
MISCONDUCT, NEGLIGENCE, GROSS NEGLIGENCE, MALICE OR ANY
OTHER MEAN, TO ANY DAMAGES OR LOSS OF PROPERTY, VIRTUAL
PROPERTY, REPUTATION AND BUSINESS REPUTATION, USER
ACCOUNT INFORMATION INCLUDING LOGIN INFORMATION, LOSS OF
PROFIT, LOSS OF GOOD NAME, ALL RESULTING FROM THE USE OR
INABILITY TO USE CARELL SOLUTIONS'S SERVICES. SOME
JURISDICTIONS DO NOT ALLOW SUCH LIMITATION OF LIABILITY. IN
SUCH CASE, THEN CARELL SOLUTIONS'S LIABILITY SHALL BE LIMITED
SOLELY TO THE SUMS PAID BY YOU TO CARELL SOLUTIONS DURING
THE 6 MONTHS PRIOR THE EVENT CAUSING THE DAMAGE. YOU
ACKNOWLEDGE THAT THIS DISCLAIMER OF LIABILITY WAS A
MATERIAL PART OF CARELL SOLUTIONS’S TERMS AND THAT IF
CARELL SOLUTIONS WOULD HAVE BEEN REQUIRED TO BE LIABLE
FOR SOME PART OF THE SERVICE AND/OR TO PROVIDE ANY
WARRANTIES, THEN THE FEES SET FORTH IN THIS AGREEMENT
WOULD HAVE BEEN MATERIALLY AND SIGNIFICANTLY HIGHER. NO
ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER
THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU
BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE
PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF
10. Amending these terms: Carell Solutions may amend these terms from time
to time, provided that the administrator of your organization shall be informed
by electronic mail upon such change. Such changes shall not come into effect
until at least 14 days following the amendment and shall not have any
retroactive effect on your rights. If you are the Administrator, you should notify
all the users in your organization immediately upon any change that you will
be informed on.
11. Terminating Your Service: Carell Solutions shall have the right to terminate
your use of the Carell Solutions Service or to terminate the Carell Solutions
Service at any time and by providing you, or the entirety of users, a 7 day
prior notice. Notwithstanding, Carell Solutions may terminate your use of the
Carell Solutions service at any time and without prior written notice in any
case where it believes that you breached these terms and such breach may
cause Carell Solutions irreparable harm unless your account is terminated
immediately. Upon termination of these terms, you shall cease all use of the
Carell Solutions services. The Content shall be available for you for thirty (30)
days following the termination of the Carell Solutions Service and thereafter
may be deleted by Carell Solutions.
12. Survival: Upon termination of these Terms of Service, the stipulations relating
to limitation of user generated content, liability, warranty, indemnification,
governing law and jurisdiction shall survive.
13. Third Party Advertisements: Carell Solutions services may contain
advertisements made by third parties. Carell Solutions is not affiliated to, nor it
endorses, these ads.
14. Assignment: You may not assign any of your rights and/or obligations under
these terms to any third party. Carell Solutions may assign its rights and
obligations under these terms, by providing you with a 30 day written
15. Governing Law, Jurisdiction: The laws of the state of Australia shall govern
your use of the Services and these Terms of Service. Any dispute arising
between Carell Solutions and yourself shall solely be brought to the
competent courts of the Australian Law System. You hereby agree and
acknowledge that you may only bring claims against Carell Solutions on an
individual basis and not as a plaintiff or class member in any purported class
or representative action or proceeding.