Terms Of Use

Carell Terms & Conditions.jpg
 
 

Terms of Use…

Carell Solutions Pty Ltd – Terms of Use Page 1

Terms of Use

These terms and privacy policy govern your use of the Carell Solutions services, as

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

and yourself.
 

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
 

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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

following:
 

1. Designated Agent: The first administrator who

opened an account is the designated agent who is

authorized to enter into these terms on your

behalf.

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

these terms.
 

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

address.
 

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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

account.
 

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

functionality.
 

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

administrators.
 

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

so.
 

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

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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

great password.
 

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 info@carell.com.au
 

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


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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

generated support.

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


Carell Solutions Pty Ltd – Terms of Use Page 6

content and legal action by both Carell Solutions and the person whose rights

were infringed.

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

Service.

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.
 

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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

trial period.

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

the service.

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.
 

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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.

6. Privacy Policy: Carell Solutions values your privacy, and therefore has set

up this extensive privacy policy to inform you of your rights. Please take into

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

party applications.

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

times.

4. Who Has Access To Your Information? Carell Solutions uses

selected third parties to provide you with the service, and shall share

 

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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

info@carell.com.au

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 info@carell.com.au 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

CORRECTED.
 

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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

LIMITATIONS.

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.
 

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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

notification.

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.