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Outwrite Terms of Service

Last Updated on February 11, 2019

About the platform

Outwrite makes available the Site (any websites provided by Outwrite), Products (software and mobile applications) and Services (including, without limitation, tools to analyse and modify written text). Together, the Site, Products and Services form the Outwrite Platform (the Platform).

The Platform is operated by GradeProof Pty Ltd trading as Outwrite (ABN 79 604 347 659). Access to and use of the Platform, or any of its associated Products or Services, is provided by Outwrite. Please read these terms and conditions (the Terms) carefully. All Users should review our Privacy Policy which explains what data we collect and how we process it. If you are not located in the EU then by accepting these Terms you agree to the Privacy Policy. If you are located in the EU, then it will be necessary for you to separately consent to specific uses of your Personal Information. That is explained in our Privacy Policy which you must visit. If you do not agree with the Terms, you must cease usage of the Site, and any of the Products and/or Services, immediately.

Outwrite reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Outwrite updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

Acceptance of the terms

You accept the Terms by remaining on the Platform. You may also accept the Terms by:

  • Clicking to agree to the Terms where this option is made available to you within a Product; or
  • Signing up for an account with Outwrite; or
  • Logging in to your Outwrite Account.

Registration to use the Services

You are required to register for an account through the Platform before you can access the Services (the Account).

As part of the registration process, or as part of your continued use of the Platform, you may be required to provide personal information about yourself (such as identification or contact details). Further information about which information we collect, and how we handle your personal information, can be found in our Privacy Policy. If you are located in the EU, then it will be necessary for you to separately consent to specific uses of your Personal Information. That is explained in our Privacy Policy, which you must visit.

You warrant that any information you give to Outwrite in the course of completing the registration process will always be accurate, correct and up to date. You must not use a false email address, impersonate others or misrepresent your affiliation with others.

Once you have completed the registration process, you will be a registered user of the Site (User). As a User, you will be granted access to the Services included in your Subscription.

You may not use the Services and may not accept the Terms if:

Your obligations as a User

As a User, you agree to comply with the following:

Your obligations as a User

In order to access some features provided in the Platform (the Pro Features), a paid subscription (the Subscription) may be required.

You must pay the applicable fee for the selected Subscription (the Subscription Fee) before you are provided access to the Pro Features relevant to the Subscription you have selected.

You will be granted access to the relevant Pro Features from the time you have completed your payment, until the subscription period expires (the Subscription Period).

In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.

Subscriptions are renewed automatically until cancelled by the User. This means that Users are billed for the next period of their subscription on or around the date that their current Subscription Period expires (the Renewal Date). If a User does not wish to continue their Subscription beyond their Renewal Date, they must cancel their Subscription before the Renewal Date.

The method of cancelling your subscription is dependent on the payment method used to subscribe to Outwrite:

Free trial

Users may be provided with an option to start a Free Trial. Users are required to provide a payment source to start their Free Trial. The Free Trial will begin after a valid payment source is provided and will last for the period specified in the trial offers. The Free Trial will allow the User to access Outwrite's Pro Features. The payment source will be charged the Subscription Fee following the lapse of the trial period if the Subscription has not been cancelled prior to that time. After the Subscription Fee has been paid, the User will begin their Paid Subscription as per above. Any payments made prior to cancellation will be subject to our Refund Policy. If the User cancels their Free Trial, the User's access will become limited to Free Features immediately.

Payment

Payments made in the course of your use of the Services are made using third party payment providers, including Stripe, Braintree and Apple. When making a payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the terms and conditions of the relevant payment provider, which are available on their respective websites.

You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.

Refund policy

Outwrite will only provide you with a refund of the Subscription Fee in the event they are unable to provide the Services, or if the management of Outwrite makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the proportion of the Subscription Fee refunded will be in the proportional amount of the Subscription Period that remains unused by the User (the Refund).

Outwrite does not provide a Refund for change of mind. It is the responsibility of the User to ensure that the Subscription they have chosen is appropriate before paying the Subscription Fee.

Fair Use

To ensure the availability of the Services to all Users, the following Fair Use provisions apply to your use of the Platform:

Platform availability and security

The Platform is hosted on virtual servers located at and managed through third party data centre(s) (the Data Centre).

The availability of the Platform (including business continuity and data recovery measures) is under the control of the Data Centre.

From time to time Outwrite will conduct preventative and remedial maintenance on the Platform and in respect of the infrastructure it deploys in the provision of the Platform (Scheduled Maintenance).

Outwrite will endeavour to give reasonable notice of any planned downtime for the Platform.

Subject to Outwrite’s obligations under this Agreement in respect of Privacy Obligations and confidentiality and compliance with other relevant Laws, Outwrite reserves the right to monitor the operation of the Platform to enable Outwrite to perform its obligations and exercise its rights under these Terms.

User Data refers to your own text, documents or other information which you submit to Outwrite’s Service in order to receive intelligent proofreading. User acknowledges that, notwithstanding business continuity and disaster recovery policy of the Data Centre, User Data may be lost and not capable of being recovered. The User must ensure that it has taken all appropriate measures to preserve a back-up copy of any User Data.

Copyright, intellectual property, and User Data

The Platform, the Services and all of the related products of Outwrite are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, websites, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Outwrite or its contributors.

All trademarks, service marks and trade names are owned, registered and/or licensed by Outwrite.

Outwrite does not grant you any other rights whatsoever in relation to the Platform. All other rights are expressly reserved by Outwrite.

Outwrite retains all rights, title and interest in and to the Platform and all related Services.

You may not, without the prior written permission of Outwrite and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms.

You warrant and represent that you either own, or have a valid, enforceable licence to all User Data submitted to Outwrite.

All intellectual property rights to the User Data remain the property of the User. By entering or uploading any User Data, you grant to Outwrite, to the extent permitted by applicable laws, a non-exclusive, royalty-free, perpetual, worldwide, irrevocable license to use any User Data, as well as feedback and results, for the purposes of:

Outwrite has a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Platform any general suggestions, enhancement requests, recommendations or other feedback provided by Users.

Please note: Any cessation of the use of the Platform or Services shall not result in the termination or expiration of the two above licences.

Privacy

Outwrite takes your privacy seriously and any information provided through your use of the Platform and/or Services are subject to Outwrite's Privacy Policy, which is available on the Site.

General disclaimer

Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded. However, the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.

Subject to this clause, and to the extent permitted by law:

Use of the Platform and the Services is at your own risk. Everything on the Platform and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Outwrite make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Outwrite) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

Limitation of liability

Outwrite's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

Termination of contract

The Terms will continue to apply until terminated by either you or by Outwrite as set out below.

If you want to terminate your Account, you may do so by:

Outwrite may at any time, terminate the Terms with you if:

Subject to local applicable laws, Outwrite reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Outwrite's name or reputation or violates the rights of another party.

After termination

On termination of your Account, the platform will cease to be available to the User.

Outwrite has no obligation to return to any User any User Data submitted to the Platform. Outwrite will have no obligation to maintain any Works submitted to the Platform but may do so at its discretion.

If this Agreement is terminated, then the User will remain liable to pay to Outwrite and Outwrite is entitled to recover from the User all Fees that fall due for payment before termination and have not been paid.

Indemnity

You agree to indemnify Outwrite, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

Governing law

The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

Independent legal advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

Outwrite
ABN: 79 604 347 659