Welcome to the MAP for Workplace™ online application and service (the “Service”) operated by MAP Biotech Pty Ltd., an Australian limited company (“MAP”, “we” or “us”) with an address at Suite 229, 41/464-480 Kent Street, Sydney, NSW 2000, Australia, Attention Compliance Officer.
MAP is a life science, deep health tech, and information services and technology company that provides SaaS scientifically-validated applications and systems that measure and improve psychosocial wellbeing at the individual and enterprise level in real time.
The Enterprise version of MAP, MAP for Workplace, is a Service designed to measure and increase the well-being of people within a group of any size, provide insight into the culture and dynamics of the group and establish a shared vision between the group as a whole and the individuals within it. MAP for Workplace is also designed to make groups more cohesive and connected, and actively encourages them to make well-being and optimal performance a high priority. If you would like to learn more about MAP prior to entering into this Agreement, please go to the homepage.
You have been selected by your organization to participate in the Service.
Please read this Agreement carefully. This Agreement is a binding contract between us and you, (“you” or “your”), and governs your use of the Service. BY CLICKING THE “I ACCEPT” CHECKBOX OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT CLICK ON THE “I ACCEPT” CHECKBOX AND DO NOT ACCESS OR USE THE SERVICE.
YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD OR THE AGE OF MAJORITY IN YOUR JURISDICTION.
WE RESERVE THE RIGHT TO CHANGE OR AMEND THIS AGREEMENT AT ANY TIME. If we make a change, we will post the revised Agreement or amended terms on the MAP website and revise the “Last Updated Date” at the top of this page. If you have provided us with your email address, we will also notify you by email of material changes to this Agreement by sending an email to the email we have on file prior to the effective date of the changes. We will also provide a notification to registered users the next time they login to the Service with the revised Agreement and users will be asked to acknowledge that they have read and accept the changes by clicking “I Accept.” We recommend that you read this Agreement each time you use the Service in case you missed our notice of changes. Your continued use of the Service following the posting of changes to this Agreement also means you accept those changes. Any amendment or change to this Agreement will not apply to any dispute that we had actual notice of prior to the effective date of the amendment or change.
- We do not Provide Medical Advice. NO LICENSED MEDICAL PROFESSIONAL RELATIONSHIP IS CREATED BETWEEN YOU AND MAP BY USING THE SERVICE. PLEASE SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER DIRECTLY WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR EMERGENCY.
The reports, documents, content, text, graphics, sound, images, information, data and documentation provided to you through MAP and the Service (collectively, “Content”) are designed to offer a practical solution to measure and improve happiness and well-being. However, the Content DOES NOT constitute medical advice and is not intended to be a substitute for professional medical advice, diagnosis or treatment. MAP does not recommend or endorse any specific tests, opinions or other information that may be mentioned or linked to MAP.
- Accounts. When you use MAP, you are responsible for maintaining the confidentiality of your account and any passwords, and you agree to be solely responsible for all activities that occur under your account or passwords. You agree to notify MAP immediately of any breach of security or unauthorized use of your account or passwords of which you are aware.
- License to Use the Service. Upon completion of your registration and setting up of your account to use the Service, MAP grants you during the term of this Agreement a non-exclusive, non-transferable, non-sub-licensable, limited right and license for you to access and use the Service.
- License Restrictions. You agree to use the Service in compliance with all applicable laws and to not decompile, disassemble, or reverse engineer any part of the Service or any related applications or software. You further agree not to (i) access or use any portion of the Service that you are not authorized to use, (ii) circumvent any usage or other restrictions imposed, (iii) copy, print, alter, or translate the Service or any associated software or applications, (iv) create any derivative works of the Service or any associated software or applications, or use the foregoing for application development purposes, (v) disclose or publish performance benchmark results or test results to non-affiliated third parties with respect to the Service, (vi) export the Service or any associated software or applications in violation of export administration regulations, (vii) delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on, in or through the Service, (viii) sublicense, sell, lease, rent, timeshare, distribute, or otherwise attempt to transfer its rights to access and use the Service to any other person or entity; or (ix) use the Service in a facility management or service bureau manner or permit third parties to access such software over the Internet or through an application service provider model except as expressly provided herein.
- Support. If you have technical questions with respect to the Service or wish to report a Service outages or failure, please contact us at MAP Support.
- Suspension. MAP or its licensors may suspend the Service without liability if (a) we have reason to believe that you are in violation of this Agreement or are investigating a potential breach; (b) there is an attack on the hosting environment used for the Service; (ii) MAP is required or requested to do so by law or law enforcement agency; or (iii) there is another event for which MAP reasonably believes that the suspension of the Service is necessary or appropriate to protect its, authorized user or third party systems, networks or data.
- No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND MAP HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICE OR THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- Intellectual Property Rights.
- Ownership of MAP’s Intellectual Property. You acknowledge and agree that, as between you and MAP, all intellectual property rights and proprietary interests in and to the Service, and MAP’s and its licensors’ software and systems used to provide the Service, and all related content are vested solely in MAP and its licensors. You agree not to challenge the validity of MAP’s intellectual property rights or proprietary interests therein.
- License to Transmit Data. You hereby grant MAP a license to receive, transmit and store your personally identifiable information through the Service as contemplated herein.
- Feedback. We welcome and appreciate your feedback, analysis, suggestions and comments regarding MAP and the Service (collectively, “Feedback”). YOU AGREE THAT MAP AND/OR ITS LICENSORS SHALL HAVE A PERPETUAL, WORD-WIDE, ROYALTY FREE AND IRREVOCABLE RIGHT AND LICENSE TO USE, MODIFY, AND OTHERWISE PUBLISH AND EXPLOIT ALL OR ANY PORTION OF YOUR FEEDBACK IN ANY MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO YOU.
- Termination by Us. We reserve the right to terminate or restrict your access to or use of the Service, without notice or liability, for any or no reason whatsoever. In addition, we may terminate your account and license to use the Service with us by sending notice to you at the email address you provided in your application for membership, or pursuant to Section 18 below. In addition, your license to use the Service shall automatically expire upon termination of any agreement between MAP and the business or person who procured a license for you to use the Service. Upon termination of this Agreement, you will not be entitled to any refund of any unused fees or other prepaid amounts. All decisions regarding the termination of accounts and your license to use the Service shall be made by us in our sole discretion. We are not required, and may be prohibited, from disclosing to you the reason for termination of your Account, membership or license to use the Service.
- Termination by You. You may terminate your account and license to use the Service at any time, and termination will be effective immediately upon receipt of notice.
- Effect of Termination. Upon termination of this Agreement for any reason, those provisions which, by their nature survive termination (including, but not limited to, Sections 1, 2, 3, 8, 9, 10.3, 11, 12, 13, 14, 15, 16, 17 18, 19, 20, 21, 22, 23, 24, 25 and 26 shall survive termination in accordance with their respective terms.
- Aggregated Data. MAP will own and shall have the right to use aggregated, non-personally identifiable statistical data derived from the operation of the Service across its subscriber base, including without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service (collectively, “Aggregated Data”).
- Interactions with other Providers and Users. In the event that you have a dispute with one or more other users, you hereby release MAP, its parent, subsidiaries and affiliated entities, and their respective shareholders, directors, officers, employees, agents, successors and assigns from any and all claims, demands, damages (actual and consequential), losses and liabilities of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
- Limitation of Liability.
WHEN PERMITTED BY LAW, MAP, AND MAP’S LICENSORS AND SUPPLIERS, WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF MAP, AND ITS LICENORS AND SUPPLIERS, FOR ANY CLAIMS UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF THE AMOUNT YOU PAID US TO USE THE AGREEMENT OR $50, WHICHEVER IS LESS.
IN ALL CASES, MAP AND ITS LICENSORS AND SUPPLIERS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
- Choice of Law. This Agreement shall be governed by the laws of Australia.
- Venue. You agree to exclusive jurisdiction and venue in Sydney, Australia for all arbitration and other legal proceedings arising out of this Agreement.
- Arbitration of Disputes. Arbitration of Disputes. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND MAP OR OUR AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THIS AGREEMENT (INCLUDING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THIS AGREEMENT), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN SYDNEY AUSTRALIA. If you are a foreign citizen, such arbitration shall be conducted in accordance with the International Arbitration Act 1974 (Cth) (IAA). If you are a resident of Australia, such arbitration shall be conducted in accordance with the Commercial Arbitration Act 2011 (ACT). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between you and us. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section 16 shall be deemed to prohibit us from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve ours or our licensors' rights in and to intellectual property or confidential information.
- Class Action Waiver. IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM.
- Electronic Communications. By using the Service, you consent to receiving electronic communications, e.g., email, from us or our subsidiaries and affiliated entities. These communications will include notices about your account and information concerning or related to the Service. These communications are part of your relationship with us and you receive them as part of your membership. You agree that any notice, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including but not limited to, any requirements that such communications be in writing.
- Severability. If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.
- Merger; Translations. This Agreement represents the entire understanding between us parties with respect to the subject matter hereof and supersede all previous understandings, written, oral or implied. Where we have provided you with a translation of the English language version of this Agreement, then you agree that the translation is provided for your convenience only and that the English language versions of this Agreement will govern your relationship with us. If there is any contradiction between what the English language version of this Agreement and any translation, the English language version shall take precedence.
- Force Majeure. Neither you nor we shall be held responsible for any delay or failure in performance hereunder caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war, or other causes beyond the affected party's reasonable control.
- Notices. Except as explicitly stated otherwise, legal and other notices (including but not limited to notices of legal proceedings) shall be delivered to Suite 229, 41/464-480 Kent Street, Sydney, NSW 2000 Australia, Attention Compliance Officer, or to you at the email address you provided us (a) at the time you registered; (b) through a subsequent notice of an address change; or (c) through a posting through the Service. Physical notices shall be effective when received. Email notices allowed hereunder shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. In addition, we may provide notice by certified mail, postage prepaid and return receipt requested. In such case, notice shall be deemed given when received.
- Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. No waiver of a breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless granted in writing and signed by an authorized representative of us at our director level or above.
- Limitations of Claims. You agree that any claim or cause of action arising out of or related to this Agreement or your use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- No Assignment. You may not resell, assign or transfer any of your rights or obligations under this Agreement without our prior written consent.
- Agreement Binding. This Agreement shall be binding upon the parties and their successors and permitted assigns.
Thank You. We look forward to a mutually engaging relationship. This Agreement was last modified on September 7, 2020
© 2010 - 2021 MAP Biotech Pty Ltd. All Rights Reserved.