These Terms of Service (Terms) constitute a binding legal agreement between you and Spectrus (Spectrus, we, us or our). The words you, your and the Customer mean the person or entity that accesses or uses the Service. These Terms govern your access to and use of the Service.
By clicking to accept these Terms, by creating an account, or by accessing or using any part of the Service, you acknowledge that you have read and understood these Terms and agree to be bound by them. If you do not agree to these Terms, you must not access or use the Service. If you accept these Terms or use the Service on behalf of a business, company or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and references to you and the Customer are to that entity.
1. Definitions and interpretation
1.1 In these Terms, unless the context requires otherwise:
Applicable Laws means all laws, regulations, codes and mandatory industry standards that apply to a party or to the use of the Service in each relevant jurisdiction, including laws relating to electronic marketing and unsolicited messages, privacy and data protection, consumer protection and intellectual property.
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.
Consumer Guarantee means a guarantee, warranty, condition or right conferred by the Australian Consumer Law or any other Applicable Law that cannot lawfully be excluded, restricted or modified.
Credits means the units of usage that the Service requires in order to generate Decks.
Deck means a sales document or other material generated through the Service, and includes any Output comprising or forming part of it.
Intellectual Property Rights means all present and future intellectual property rights anywhere in the world, whether registered or unregistered, including copyright, trade marks, designs, patents, and rights in confidential information, know-how and data.
Loss means any loss, liability, cost, charge, expense, damage, claim, demand, action or proceeding of any kind, including legal costs on a full indemnity basis.
Output means the content, text, research, designs, calculations and other material generated by the Service, whether or not incorporated into a Deck.
Personal Information has the meaning given in the Privacy Act 1988 (Cth), and includes personal data as defined under any other Applicable Law.
Prospect means a person or entity that you research, address or pitch through the Service, or to whom you make a Deck available.
Related Parties means our related bodies corporate and our and their respective directors, officers, employees, contractors, agents, licensors and suppliers.
Service means the Spectrus websites, applications, application programming interfaces, generation engine, hosting, tracking and analytics functions, and all related products, features and services that we make available, and includes any Output.
Your Content means all data, information, text, images, logos, trade marks, brand assets, reviews, testimonials, competitor names, offer information and other material that you submit, upload, input or otherwise provide to or through the Service, or that you direct the Service to process.
1.2 In these Terms, unless the context requires otherwise: (a) the singular includes the plural and the reverse; (b) headings are for convenience only and do not affect interpretation; (c) including and similar words are not words of limitation; (d) a reference to a statute includes its subordinate legislation and any amendment, consolidation or replacement of it; (e) a reference to a person includes an individual, body corporate, partnership, trust and any other entity; (f) $ and dollars are references to Australian currency; and (g) if a payment or act must be made or done on a day that is not a business day in Melbourne, Victoria, it must be made or done on the next business day.
2. Acceptance, capacity and accounts
2.1 The Service is provided for business and professional use only. You must not access or use the Service for personal, domestic or household purposes.
2.2 You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding contract.
2.3 To use most features you must register for an account. You must provide accurate, current and complete information and keep it up to date. You may hold one account only, unless we agree otherwise in writing.
2.4 You are responsible for maintaining the confidentiality and security of your account credentials, including any multi-factor authentication, and you are responsible for all activities that occur under your account, whether or not authorised by you. You must notify us immediately if you become aware of any unauthorised access to or use of your account.
2.5 We may refuse registration, or suspend or terminate an account, in accordance with these Terms.
3. The Service
3.1 The Service uses automated systems and artificial intelligence to research publicly available information about Prospects and to generate personalised Decks based on inputs you provide, and it hosts each Deck at a web address and reports engagement with that address.
3.2 The Service operates using Credits and different generation tiers. The Credits required for a given tier, and the prices of plans and Credits, are as displayed in the Service from time to time and may change in accordance with clause 16.
3.3 You acknowledge that the Service is provided on an evolving basis, that features may be added, modified, limited, suspended or withdrawn, and that some features may be offered on a trial, beta or preview basis and may be incomplete or subject to change or removal.
4. Your control of Decks; review and distribution
4.1 The Service produces draft material for your use. You retain sole control over each Deck. Before a Deck is made available to any person, you may review it, edit it, regenerate it or discard it.
4.2 We do not transmit Decks to Prospects and do not contact any Prospect or recipient on your behalf. A Deck becomes accessible to another person only if and when you elect to make its link available. You alone determine whether to make a Deck available, to whom, and by what means, including by email, messaging, or any other channel or method.
4.3 Because each Deck is made available by means of a link, you may use it for any purpose you choose and are not limited to any particular use, channel or form of outreach. In all cases, you are the sender, publisher and distributor of the Deck, and you are solely responsible for the Deck, for its distribution, for your selection of recipients, and for all consequences arising from them.
4.4 You acknowledge, agree and warrant that: (a) you are solely responsible for reviewing each Deck and for verifying that its contents are accurate, appropriate and lawful before making it available to any person; (b) by making a Deck available, you confirm that you have reviewed and approved its contents and accept responsibility for it; and (c) you assume all risk arising from your use and distribution of Decks and from any reliance on Output.
5. Artificial intelligence; no assurance of accuracy or results
5.1 Decks and other Output are generated by automated systems and artificial intelligence using automated research of publicly available sources. Such systems can and do produce material that is inaccurate, incomplete, out of date, misleading or wrong, including in relation to facts about a Prospect, figures, calculations, descriptions, quotations and claims.
5.2 To the maximum extent permitted by law and subject to clause 13, we make no representation or warranty that any Output is accurate, complete, current, reliable, original, non-infringing or fit for any purpose. You must independently verify all names, figures, statements and claims before relying on them or making any Deck available.
5.3 Decks are marketing materials only. They do not constitute an offer capable of acceptance, a contract, a warranty or guarantee, or professional, financial, legal, taxation or other advice. Any figures, projections, estimates or return calculations are illustrative only and must not be relied upon.
5.4 We do not warrant or guarantee any outcome from your use of the Service. Whether any Deck results in a response, meeting, sale, or any other outcome depends on matters within your control and responsibility, including your offer, your Prospects, and the manner in which you use and distribute Decks.
6. Your content, our intellectual property, and licences
6.1 As between you and us, you own Your Content. You grant us and our Related Parties a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, reproduce, adapt, process, communicate, transmit and display Your Content and Decks, and to make back-up copies, in each case for the purposes of operating, providing, securing, maintaining and improving the Service and performing our obligations. This licence continues in respect of any item of Your Content until that item is deleted from the Service, except that we may retain copies in routine back-ups for a limited period and as required by Applicable Law.
6.2 To the extent that any Intellectual Property Rights subsist in the Output generated specifically for you, as between you and us those rights vest in you on creation, subject to your compliance with these Terms and to our and our licensors' rights in and to the Service and any pre-existing or generally applicable materials. We do not represent or warrant that any Intellectual Property Rights subsist in any Output, or that any Output is original or does not resemble material generated for or provided to other users or third parties.
6.3 We and our licensors own and retain all Intellectual Property Rights in and to the Service, including all software, the generation engine, models, templates, designs, text, graphics and branding, and all improvements to and derivatives of them. Except for the limited rights expressly granted in these Terms, no right, title or interest in the Service is granted to you. All rights not expressly granted are reserved.
6.4 You must not, and must not permit any person to: (a) copy, modify, adapt, translate or create derivative works of the Service; (b) reverse engineer, decompile or disassemble, or attempt to derive the source code, models or underlying structure of, the Service, except to the extent this restriction is expressly prohibited by Applicable Law; (c) sell, resell, sublicense, rent, lease, distribute or otherwise commercialise the Service; or (d) remove, obscure or alter any proprietary notice.
6.5 If you provide any suggestion, enhancement request, recommendation or other feedback relating to the Service (Feedback), you grant us a perpetual, irrevocable, worldwide, royalty-free and unrestricted right to use and exploit the Feedback for any purpose, without any obligation or compensation to you.
7. Your representations, warranties and undertakings
7.1 You represent, warrant and undertake, on each occasion that you use the Service, that: (a) you have the right and authority to enter into and perform these Terms; (b) you own or have all rights, licences, consents and permissions necessary to provide Your Content and to have it processed and used as contemplated by these Terms, including in respect of all logos, trade marks, brand assets, images, reviews and testimonials; (c) Your Content, and your use and distribution of any Deck, do not and will not infringe or misappropriate the Intellectual Property Rights, privacy rights or other rights of any person, and are not and will not be unlawful, misleading, deceptive, defamatory or harmful; (d) you have the right to provide any Personal Information you input and to use it for the purposes contemplated by these Terms, and you have provided all notices and obtained all consents required under Applicable Laws; and (e) your access to and use of the Service complies, and will comply, with all Applicable Laws.
7.2 You are solely responsible for Your Content and for all use and distribution of Decks, and you assume all risk associated with them.
8. Acceptable use and compliance with laws
8.1 You are solely responsible for ensuring that your access to and use of the Service, and your distribution of any Deck, comply with all Applicable Laws, including laws relating to electronic marketing and unsolicited commercial electronic messages (such as the Spam Act 2003 (Cth) and equivalent laws in any jurisdiction into which you distribute Decks) and laws relating to privacy and data protection.
8.2 You must not, must not attempt to, and must not permit any person to: (a) use the Service to create, send, publish or distribute any material that is unlawful, infringing, misleading, deceptive, defamatory, harassing, threatening or otherwise objectionable; (b) impersonate any person, or misrepresent your identity or affiliation; (c) infringe or misappropriate the Intellectual Property Rights, privacy or other rights of any person; (d) upload or transmit any malicious or harmful code, or interfere with, disrupt, probe or attempt to gain unauthorised access to the Service, its systems or any account; (e) circumvent, disable, defeat or interfere with any Credit, billing, usage, security or authentication control, or use the Service in any manner intended to avoid fees, or to exceed any applicable limit; (f) access or use the Service to build, train or benchmark a competing product or service, or to scrape, harvest or systematically extract data from the Service; or (g) use the Service in any manner not expressly permitted by these Terms.
8.3 We may establish and enforce limits on use, including on volume, frequency and rate. We may monitor and investigate any suspected breach of these Terms, and may remove or disable access to any content, and suspend or terminate access, in accordance with clause 12.
9. Personal information and data protection
9.1 In using the Service you will provide, and cause us to process, Personal Information relating to Prospects. You determine the Personal Information provided to the Service and the purposes and means of your distribution of Decks. You are solely responsible for that Personal Information and for your compliance with all Applicable Laws relating to privacy and data protection, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles and, where relevant to your activities, any foreign law including the General Data Protection Regulation of the European Union and of the United Kingdom.
9.2 You represent and warrant that you have the right to provide all Personal Information you input, and to use it for the purposes contemplated by these Terms, and that you have made all disclosures and obtained all consents required by Applicable Laws.
9.3 We process Your Content and Prospect Personal Information on your behalf and at your direction for the purpose of providing the Service. Our Privacy Policy sets out how we handle Personal Information, including the engagement information collected on public Deck pages, and forms part of these Terms.
9.4 Engagement tracking on public Deck pages operates without cookies and without session recording, and does not place or read cookies or other identifiers on, or record the screen of, a visitor's device. We use cookies, analytics and session recording (including Microsoft Clarity) only on our marketing website and not on public Deck pages, as further described in our Privacy Policy.
9.5 You acknowledge and consent to the storage and processing of Your Content, Decks and associated data, including Personal Information, on infrastructure located in the United States and in any other location used by us or our service providers to provide the Service.
9.6 We may collect, generate, use and disclose data in aggregated or de-identified form that does not identify you, any Prospect or any individual, for any lawful purpose, including to operate, analyse, secure and improve the Service.
9.7 The Service is provided by Hybrid Acquisition Pty Ltd, and references in these Terms to Spectrus, we, us and our are references to Hybrid Acquisition Pty Ltd.
10. Fees, Credits, payment and GST
10.1 The Service requires Credits, and generating a Deck consumes Credits according to the tier selected. Credit requirements, plan prices and Credit prices are as displayed in the Service and may change in accordance with clause 16.
10.2 Payments are processed by our third party payment provider. You authorise us and our payment provider to charge your nominated payment method, and you are responsible for providing valid and current payment details. We do not store your full payment card details.
10.3 If a Deck generation does not complete and no Deck is saved to your account, you will not be charged for it and any Credits held for it will be released.
10.4 Except as provided in clause 10.3, or to the extent required by a Consumer Guarantee or other Applicable Law that cannot be excluded, all fees and payments are non-refundable and non-cancellable, including after a Deck has been generated. Credits have no monetary value, do not constitute property, are not redeemable for cash, and are non-transferable.
10.5 Credits may remain recorded against your account but cannot be used during any period in which your account does not have an active paid plan. Your access to previously generated Decks, and the operation of their links, may be limited or disabled during any such period, and may be restored on resumption of an active paid plan, subject to any earlier deletion under these Terms.
10.6 All amounts are stated exclusive of GST unless expressed otherwise. If GST is payable on any taxable supply made under these Terms, the recipient must pay to the supplier, in addition to the consideration for that supply and at the same time, an amount equal to that GST, on receipt of a valid tax invoice. Expressions used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
10.7 We may charge interest on any amount that is overdue at a rate equal to the Reserve Bank of Australia cash rate target from time to time plus 2% per annum, accruing daily, and you must reimburse us for all reasonable costs incurred in recovering overdue amounts. We may set off any amount you owe us against any amount payable by us to you.
11. Third party services and dependencies
11.1 The Service relies on and integrates third party products and services, including providers of artificial intelligence and computing, hosting, data storage, database and authentication services, email delivery, geolocation, and, where you use them, scheduling and booking tools. The Service also retrieves publicly available information from third party websites for the purpose of researching Prospects.
11.2 We do not control, and are not responsible or liable for, any third party product or service, its availability, or the acts or omissions of any third party. Your use of any third party product or service may be subject to separate terms imposed by the relevant provider, and you are responsible for complying with them.
12. Suspension and termination
12.1 You may cease using the Service and request closure of your account at any time by contacting us using the details in clause 18.
12.2 We may, at our discretion and without liability to you, suspend, restrict or terminate your access to the Service or any part of it, immediately and with or without notice, if: (a) you breach, or we reasonably suspect you have breached, these Terms or any Applicable Law; (b) we reasonably consider it necessary to protect the Service, our systems, any person or us; (c) required to do so by law or by a third party provider; (d) any amount payable by you is overdue; or (e) we cease to provide the Service or the relevant feature.
12.3 On any suspension, closure or termination, or during any period in which your account does not have an active paid plan: (a) the operation of Decks and their public links may cease; and (b) Your Content, Decks and associated data and assets may be restricted, disabled or deleted. Deletion of an account results in the permanent loss of its Decks, public links and associated engagement data. Where the cessation arises solely because your account has no active paid plan, the effect described in this clause is generally reversible on resumption of an active paid plan, subject to any earlier deletion.
12.4 Termination does not affect any right or remedy that has accrued before termination. Any clause that by its nature is intended to survive termination survives, including as set out in clause 17.10.
13. Disclaimers and the Australian Consumer Law
13.1 To the maximum extent permitted by law, and subject only to clauses 13.2 and 13.3, the Service and all Output, including Decks, are provided on an "as is" and "as available" basis, and we and our Related Parties expressly exclude and disclaim all representations, warranties, conditions, guarantees and terms of any kind, whether express, implied or statutory, including any implied warranty or condition of merchantability, acceptable quality, fitness for a particular purpose, accuracy, completeness, reliability, timeliness, title, security or non-infringement, and any arising from a course of dealing, course of performance or usage of trade. Without limitation, we do not warrant that the Service will be uninterrupted, timely, secure or error free, that any defect will be corrected, that the Service is free of harmful components, or that any Output will be accurate, complete, current, original, non-infringing or fit for any purpose.
13.2 Nothing in these Terms excludes, restricts or modifies any Consumer Guarantee, or any other right or remedy you may have under the Australian Consumer Law or any other Applicable Law, to the extent that to do so would contravene that law or cause any part of these Terms to be void.
13.3 To the extent that the Australian Consumer Law applies and permits us to limit our liability for a failure to comply with a Consumer Guarantee, and the goods or services supplied are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for such failure is limited, at our option, to: (a) in the case of services, supplying the services again, or paying the cost of having the services supplied again; and (b) in the case of goods, replacing or repairing the goods, supplying equivalent goods, or paying the cost of doing so.
14. Indemnity
14.1 You indemnify and will keep indemnified, and will defend, us and our Related Parties from and against all Loss arising out of, in connection with, or in any way related to: (a) Your Content; (b) any Deck you make available, share or distribute, your selection of recipients, and the manner and consequences of that distribution; (c) your breach of these Terms; (d) your breach of any Applicable Law; (e) any of your representations or warranties being or becoming untrue or misleading; (f) any actual or alleged infringement or misappropriation of the Intellectual Property Rights, privacy rights or other rights of any person arising from Your Content or your use of the Service; (g) your dealings with any Prospect or recipient of a Deck; or (h) any unauthorised use of your account that is not directly caused by us.
14.2 We may, at our option, assume sole control of the defence and settlement of any matter subject to indemnification under clause 14.1, using counsel of our choosing and at your cost, in which case you must provide all reasonable assistance. You must not settle or compromise any such matter in a manner that imposes any obligation or liability on, or requires any admission by, us or any Related Party, without our prior written consent.
14.3 Your obligations under this clause 14 are continuing obligations, are independent of your other obligations, survive termination, and are not subject to the limitations in clause 15, except that your liability under this clause 14 is reduced proportionally to the extent that the relevant Loss was directly caused by our fraud, wilful misconduct or breach of these Terms.
15. Limitation and exclusion of liability
15.1 Nothing in these Terms operates to exclude, restrict or modify any liability that cannot be excluded, restricted or modified by law, including any liability under a Consumer Guarantee, which is addressed in clause 13.
15.2 Subject to clause 15.1, and to the maximum extent permitted by law, in no event will we or any Related Party be liable to you, whether in contract, tort (including negligence), under statute, in equity, under an indemnity or on any other basis, for any: (a) indirect, incidental, special, consequential, punitive or exemplary Loss; or (b) Loss of profit, revenue, business, production, anticipated savings, opportunity, goodwill or reputation, or Loss or corruption of data, or Loss arising from any third party claim, or Loss arising from any Deck or its distribution or from any reliance on Output, in each case whether direct or indirect, and even if the Loss was foreseeable or the party was advised of the possibility of it.
15.3 Subject to clause 15.1, and to the maximum extent permitted by law, our and our Related Parties' total aggregate liability to you arising out of or in connection with the Service and these Terms, however arising, is limited to the greater of: (a) the total fees actually paid by you to us for the Service in the twelve month period immediately before the event giving rise to the liability; and (b) one hundred dollars ($100).
15.4 You acknowledge and agree that the exclusions and limitations in this clause 15 represent a fair and reasonable allocation of risk between the parties, form an essential basis of the bargain and are reflected in the fees, and apply notwithstanding any failure of the essential purpose of any limited remedy. The limitation in clause 15.3 does not apply to your obligations to pay fees or amounts due under these Terms, or to your obligations under clause 14.
15.5 To the extent permitted by law, you must commence any claim or proceeding arising out of or in connection with the Service or these Terms within twelve months after the event giving rise to the claim, failing which the claim is permanently barred.
16. Changes to these Terms and to the Service
16.1 We may amend these Terms from time to time. Where an amendment is material, we will take reasonable steps to notify you, including by email or through the Service. Unless stated otherwise, an amendment takes effect when the amended Terms are posted. Your continued access to or use of the Service after an amendment takes effect constitutes your acceptance of the amended Terms. If you do not agree to an amendment, your sole remedy is to stop using the Service and close your account.
16.2 We may change, suspend, limit or discontinue the Service or any feature, and may change the Credits required for any tier and the prices of plans and Credits, at any time. We will take reasonable steps to notify you of a material change to pricing before it applies to you.
17. General
17.1 Governing law and jurisdiction. These Terms are governed by the laws in force in the State of Victoria, Australia. You and we irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria and the courts competent to hear appeals from them, and waive any objection to proceedings in those courts on the grounds of venue or inconvenient forum. Nothing in this clause prevents us from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.
17.2 Notices. We may give you notices by email to the address associated with your account, by posting within the Service, or by other reasonable means, and such notices are taken to be received when sent or posted. You must give us notices at the address in clause 18.
17.3 Force majeure. We are not liable for any failure or delay in performing our obligations to the extent caused by any event beyond our reasonable control, including acts of God, failures of telecommunications, internet, hosting or third party services, power failures, industrial action, and acts of any government or authority.
17.4 Assignment. You must not assign, novate or otherwise transfer any of your rights or obligations under these Terms without our prior written consent. We may assign, novate or transfer any of our rights or obligations under these Terms without your consent, including to a purchaser or successor of our business.
17.5 Severability. If any provision of these Terms is or becomes illegal, invalid or unenforceable in any jurisdiction, it is to be read down to the minimum extent necessary to achieve its intent, or, if it cannot be read down, severed, without affecting the validity or enforceability of the remaining provisions.
17.6 Waiver. A failure or delay by a party to exercise any right or remedy does not operate as a waiver of it, and a single or partial exercise of any right or remedy does not preclude any further exercise of it or of any other right or remedy.
17.7 Entire agreement and no reliance. These Terms, together with our Privacy Policy, constitute the entire agreement between the parties in relation to the Service and supersede all prior agreements, representations and understandings in relation to it. You acknowledge that you have not relied on any representation, warranty or statement made by or on behalf of us that is not expressly set out in these Terms.
17.8 Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, employment or fiduciary relationship between them.
17.9 Third parties. Our Related Parties may enforce and rely on the benefit of any provision of these Terms expressed to be for their benefit, including clauses 13, 14 and 15. Except as stated in this clause, a person who is not a party to these Terms has no right to enforce any of its provisions.
17.10 Survival. Clauses which by their nature are intended to survive termination or expiry survive, including clauses 4, 5, 6, 7, 9, 10, 13, 14, 15, 17 and 18.
18. How to contact us
You may contact us in relation to these Terms at support@spectrus.io.