Last Modified: 09 March 2018
The following terms of service entered into by and between Shorthand Pty Ltd (ABN 88 162 625 470) and its subsidiaries ("Shorthand ", the "Company" ,"our", "us" or "we") and you ("you", "your" or the "Customer"), together with any documents they expressly incorporate by reference (collectively, these "Terms of Service"), govern your access to and use of the software applications known as Shorthand and Shorthand Social (the "Apps") and our website ("the Website", and together with the Apps, the "Services").
The Services are accessed initially as a free-to-the-user service providing you with basic editing features, but no export or developer functionality ("Free Access").
Please read the Terms of Service carefully before you access or use the Services. It is important that you fully understand the Terms of Service outlined below. If you disagree with these Terms of Service, please cease all use of the Services. You may contact us at firstname.lastname@example.org to discuss your concerns. By accessing and using the Services, you accept and agree to be bound and abide by these Terms of Service.
The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company. If you do not meet all of these requirements, you must not access or use the Services.
The following terms apply to the Services:
Publish means exporting an individual story's source files from the Services or hosting an exported story on Shorthand’s servers.
Story means the combination of the Data and the Shorthand Story Assets which together make up an individual static web page.
Story Export means a compressed version of a story created by you using the Services and accessible via the Services, downloadable by visiting a unique URL on the Shorthand internet domain or directly through the Services.
Story Preview means a version of a story created by you using the Services and accessible via the Services, viewable by visiting a unique URL on the Shorthand internet domain.
1.2.1 Subject to all terms and conditions of this Agreement, Shorthand will use commercially reasonable efforts to provide the Services to You.
1.2.2 Shorthand grants you a non-transferrable, non-exclusive right to access and use the Services under the terms of this agreement.
1.2.3 You agree that:
1.2.4 You may modify stories created by you using the Services and exported from the Services subject to the following restrictions:
1.2.5. We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason whatsoever, including without limitation if, in our opinion, you have violated any provision of these Terms of Service.
Notwithstanding anything to the contrary herein, and for the avoidance of doubt, although you may upload whatever materials you deem necessary for editing purposes (so long as such materials do not at any time violate any applicable law), any published stories hosted by the Services may be taken down at any time in our sole discretion for any reason or for no reason whatsoever.
Any person or entity that uses the Services with your permission is an “Invited User”. This includes but is not limited to adding users via the Team Portal facility of the Services. You acknowledge and agree that, subject to any applicable laws or written agreements between you and Invited Users:
Shorthand reserves the right to modify or discontinue the Services or Plan (in full or in part) at any time and in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter.
Your continued access and use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page each time you access the Services so you are aware of any changes, as they are binding on you.
1.5.1. Shorthand will not be held responsible or liable for any service failures resulting from or attributable to: your computer systems or networks; computer systems or networks beyond our control; yours or a third party’s products, services, negligence, acts or omissions; any force majeure; scheduled maintenance; or unauthorised access or breaches by third parties.
If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party services linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such services.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
The Services may provide certain social media features that enable you to:
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The services from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Service.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Shorthand provides support services in accordance with the specifications of each Plan. You must make all reasonable efforts to diagnose problems before contacting Shorthand. The Shorthand helpdesk can be reached by sending email to email@example.com.
Shorthand will, from time to time, update the Services to repair faults, introduce new features or to make improvements. Generally, we will not give prior notice of these updates. Shorthand has no obligation to make updates to the Services, except as noted in these Terms of Service. Your continued use of the Services indicates your agreement to the updated Services and these Terms of Service.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or
in relation to any copyright, trademarks, designs, patents, circuit layouts, business and domain names, inventions,
and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields. Shorthand retains ownership of all Intellectual Property Rights conferred by statute, common law or equity in or in relation to the Services, the Website and any documentation relating to the Services. Shorthand retains ownership of all Intellectual Property Rights in the Shorthand Story Assets, and grants you the right to publish stories containing the Shorthand Story Assets.
You retain ownership of all data inputted by you or with your authority into the Services or Website (the “Data”). However, you grant Shorthand a licence to use, copy, transmit, store, and backup the Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of the Services to you. You agree to indemnify and hold Shorthand harmless from all claims, damages, liabilities, losses, costs and expenses (including legal fees) arising out of any use or disclosure of the Data in connection with the provision of the Services or to comply with any legal, regulatory or similar requirement or investigation. You agree to create archival copies or backup copies of the Data.
If you believe that any Stories violate your copyright, please inform us immediately at firstname.lastname@example.org. It is the policy of the Company to terminate the user accounts of repeat infringers.
Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Shorthand (and its licensors) shall retain all right, title and interest in and to the Services (including all Intellectual Property Rights embodied therein). You shall not take any action inconsistent with such rights.
Any material and content created using the Services may contain: images or text attributing the creation of the material and content to the use of the Services; or trademarks or logos owned by Shorthand ("the Attributions"). You must not take any action to remove or conceal the Attributions without the prior written consent of Shorthand. You must not use the Attributions without the prior written permission of the Company.
Confidential Information means any data, materials or information, regardless of its form, that is by its nature confidential or proprietary, including trade secrets, that is acquired by one party to this agreement about the other relating to its systems, practices,
customers or finances.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
5.2.3. If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
You agree to pay Shorthand the Fees in the amounts and at the times specified by the Plan you selected.
In order to gain Paid Access to Shorthand, you must provide your payment information, including your name, billing address, and telephone number. Depending upon the agreed payment method, you may also need to provide your credit card details. We will never charge your credit card without your authorisation. By providing your payment information you are authorising us to charge the designated credit card in accordance with the Fees for the Plan you have selected. Shorthand may terminate this Agreement in the event the designated credit card cannot be charged. If you selected a Tailored plan, alternative payment methods may be negotiated.
The Services are billed as per the terms outlined for each plan we offer, the details of which you may find on our website or in an email sent to you in response to your enquiry. Subscription plans are for a specified period (the “Billing Period”). Subscription Plans will be renewed, and you will be billed, automatically at the beginning of each Billing Period, unless you cancel your subscription prior to your plan renewal date. Some plans also offer pay-as-you-go story exports, for which you will be billed separately. Shorthand will not provide refunds in the case of cancellations, downgrades or for unused pay-as-you-go credits in your account.
You can upgrade or expand your Plan at any time. Expansions include the purchase of additional seats, themes and any other add-on items. We calculate the upgrade or expansion cost as follows.
Your new Billing Period commences at the time of upgrade.
Your chosen Plan may include a specified number of pageviews each month. In the case that you exceed this pageview limit, we may charge you at the overage rate specified in the terms of the given plan. Overages are charged on a monthly basis.
You are responsible for payment of all taxes and duties levied by federal, state and local governments in addition to the Fees. If you are an Australian Customer, Goods and Services Tax (GST) will be added to the Fees for Paid Access.
Shorthand gives no warranty about the Services. Without limiting the foregoing, Shorthand does not warrant that the Services will meet your requirements or that they will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT. YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents. These Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Shorthand disclaims any liability for any direct, indirect, special, incidental, punitive, exemplary or consequential damage, arising out of any use of the Services or any performance of this agreement including any loss of revenue, loss of profit and opportunity loss incurred by you under or in connection with your use of the Services and any damage incurred by you resulting from unauthorised access to the software by a third party, whether or not you have informed us of the possibility of such damages and whether or not such damages are foreseeable.
8.1.1 Shorthand agrees to indemnify and hold harmless the customer in respect of all liabilities, damages, costs and expenses (including reasonable legal fees) incurred in connection with any third party claims alleging that use of the Services and Shorthand Story Assets by the customer in accordance with these Terms infringes such third party’s Intellectual Property Rights.
8.1.2 To remove doubt, this does not include any liability for third party claims that the material or content created by you using the Services in accordance with these Terms infringes such third party’s copyright or Intellectual Property Rights.
8.1.3 You agree to indemnify and hold harmless Shorthand and its affiliates, and their respective owners, directors, officers, employees, contractors, advisors, agents and representatives (“Related Persons”) against all actions, claims, charges, costs (including reasonable legal costs), expenses, losses, damages and other liability that it may sustain or incur, directly or indirectly, as a result or as a consequence of any third party claims alleging that the content or material created by you using the Services, or inputted to the Services, in accordance with these Terms of Service infringes such third party’s copyright or Intellectual Property Rights.
8.1.4 You agree to indemnify and hold harmless Shorthand and its Related Persons against all actions, claims, charges, costs (including reasonable legal costs), expenses, losses, damages and other liability that it may sustain or incur, directly or indirectly, as a result or as a consequence of any third party claims alleging that the content or material created by you using the Services, or inputted to the Services, is defamatory, scandalous or otherwise unlawful; as a result or as a consequence of any act or omission by you or on your behalf in connection with the Services; or as a result or as a consequence of your breach of these Terms of Service or any other terms or policies referenced herein.
IN NO EVENT WILL THE COMPANY OR ITS RELATED PERSONS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER SERVICES.
The liability of Shorthand in damages (including special, indirect or consequential damages) in respect of any act or omission of Shorthand in connection with its obligations under this agreement or in respect of any defect, fault or error in the Services, will not exceed the amount of the Fees paid by you, even if Shorthand has been advised by you as to the possibility of such damage being incurred or such damage was foreseeable.
To remove doubt, Shorthand will not be held liable for:
This Agreement will continue in full effect unless and until your account or this Agreement is terminated as described herein. You have the right to deactivate your account at any time by using the account management facilities provided by the Services, or by sending us a written request. Cancellation of any subscription Plan prevents automatic billing in the next and subsequent billing periods, and reverts the Customer to Free Access; however, the Customer continues to be bound by these Terms of Service, unless and until the Customer deactivates their account.
Shorthand is entitled to terminate this Agreement, and deactivate your account in the event that Fees due to Shorthand have not been paid in the manner outlined in these Terms of Service.
The following are also considered Terminating Events:
Your obligation to pay Shorthand any outstanding Fees survives the termination of this Agreement.
In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in one of the following cities as mutually agreed between the parties: Brisbane (Australia), London (UK) or New York, NY (USA). If the parties are unable to agree to one of these cities, then the arbitration shall proceed in New York, NY. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Shorthand is entitled to modify these Terms of Service at any time. Shorthand will make every effort to communicate any changes to these Terms of Service through the Website. Your continued use of these Services after these modifications implies your acceptance and agreement to the modified Terms of Service.
Any notice given under these Terms by either party to the other must be in writing, in English by email and will be deemed to have been given on transmission. Notices to Shorthand must be sent to email@example.com or to any other email address notified by email to you by Shorthand. Notices to you will be sent to the email address which you provided when setting up your access to the Services.
This Agreement is the entire agreement between you and Shorthand with respect to the Services, including use of the Website, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Shorthand with respect to the Services.