Terms of Service
Objective Redact is licensed desktop software that allows Users to perform redaction and irreversibly mask selected information from electronic documents. The software functions to generate redacted copies of electronic documents.
PLEASE NOTE: Below is a copy of the Objective Redact Terms of Service (“Agreement”) that appears when Objective Redact licensed desktop software is downloaded. For those visitors who wish to subscribe to Objective Redact and who are happy to read legal terms and conditions at the time of download the same terms can be read before clicking “I Agree” as part of the Registration process.
Last updated: 04 April 2018
THANKYOU FOR CHOOSING OBJECTIVE REDACT
THESE TERMS OF SERVICE (including these opening notes) ARE A BINDING AGREEMENT for supply by Objective of its Objective Redact software solution, including all updates and new releases, plug-ins, adaptors, components, modules or programs.
Objective makes Objective Redact available to individual persons for their own use. In such cases the person who clicks “I Agree” is representing to Objective that they are able to enter into a legally binding and enforceable contract, they have read and understood this Agreement, and they acknowledge they are personally bound by this Agreement.
Objective also makes Objective Redact available to single legal entities for their business use and use by authorised employees, agents and/or contractors as part of day-to-day business-related work activities. In such cases the person who clicks “I Agree” is representing to Objective that they have the authority to bind the Single Legal Entity to the terms and conditions of this Agreement, that this Agreement has been read and understood by the Single Legal Entity and the Single Legal Entity acknowledges it is bound by this Agreement and is responsible to ensure compliance with this Agreement by all the persons it authorises to use the Redact Service.
Objective invites prospective Customers to acquire a licence to use Objective Redact through the online sign on process. Clicking “I Agree” and completing the Registration process is an offer to Objective to acquire a licence to use Objective Redact on the terms of this Agreement and Objective’s processing of that Registration is Objective’s acceptance of that offer.
Completing the Registration process enables an individual person to become a registered User of Objective Redact, whether on their own behalf or as authorised by a Single Legal Entity Customer. All Users are bound to comply with the terms and conditions of this Agreement in so far as they relate to Users.
PLEASE NOTE THAT CLICKING THE “I AGREE” BUTTON BELOW MEANS OBJECTIVE’S TERMS AND CONDITIONS FOR OBJECTIVE REDACT HAVE BEEN REVIEWED AND AGREED AND THE PERSON CLICKING “I AGREE” IS REPRESENTING TO OBJECTIVE THAT OBJECTIVE CAN RELY ON THAT ACKNOWLEDGEMENT TO PROCEED TO PROCESS THIS AGREEMENT.
IF FOR ANY REASON THESE TERMS AND CONDITIONS ARE NOT ACCEPTED PLEASE DO NOT CLICK “I AGREE”. IF THE “I AGREE” BUTTON HAS BEEN CLICKED IN ERROR PLEASE CONTACT OBJECTIVE IMMEDIATELY AND BEFORE ANY USE IS MADE OF THE REDACT SERVICE SO WE CAN CANCEL THE ERRONEOUS ACCESS. WE CAN BE CONTACTED ON www.objective.com/about/contact
PLEASE ALSO READ OUR FAQs TO LEARN MORE ABOUT OBJECTIVE REDACT.
IN CONSIDERATION of the covenants in this Agreement Objective and the Customer agree as below.
- Licence Grant and Conditions
- This Agreement governs use of Objective Redact software by the Customer, including all those individual persons who complete Registration as Users for and on behalf of Customer.
- The licence period commences on acceptance which occurs when Objective processes the Customer’s Registration to use the software. Processing of Registration occurs: a) upon payment, for those Customers who pay for their licences without using the free trial or b) on commencement of the free trial for those Customers who wish to evaluate the software prior to their payment at the end of the free trial period, where they have not opted out.
- Objective licences Objective Redact to the Customer on the following basis and the Customer agrees to the licence conditions:
- a personal, non-exclusive, non-transferable and non-sublicensable limited term licence to use the Objective Redact software for the Term strictly for Customer’s own internal business purposes and by not more than the maximum number of named users, in object code form only and subject to the restraints in this Agreement. The Customer’s use must not exceed permitted use under any applicable copyright legislation. The Customer must ensure that any notices in relation to Intellectual Property rights contained in or placed on the Objective Redact software are not removed, or modified or adapted in any way;
- the Customer is authorised to make one copy of the Objective Redact software strictly as part of Customer’s for backup and archival purposes;
- Customer acknowledges Objective Redact will only function while the Objective Redact licence is covered by a paid period;
- Notwithstanding the end of this Agreement Customer’s obligation to comply with the licence conditions in this clause 1 continue in effect after termination.
- It is an express condition of the licence that the Customer will not:
- modify, enhance, improve, adapt, alter, translate, publish or create derivative works from the Objective Redact software;
- merge or otherwise subsume the Objective Redact software within or with other software and/or documents or permit it to be combined with any other programs to form a combined work;
- give, perform, deliver, display, distribute, licence, sub-licence, sell, lease, rent or loan the Objective Redact software, or any part thereof, or otherwise encumber it in any way, to any third party whether associated with the Customer or not, or otherwise delegate or subcontract any or all of the Customer’s rights or obligations arising out of the grant of licence, or transfer, assign or novate the Objective Redact software or provide access or use of it or any part, module, feature or function to any third party or third parties;
- reverse engineer, reverse compile, decompile, disassemble, or otherwise attempt to derive the source code or create derivative works from the source code for the Objective Redact software;
- open, break, crack, scan, read or otherwise violate any protected file relevant to the installation activity for the Objective Redact software. To avoid doubt, access to protected files by the software itself as part of its normal operation is not prohibited;
- publish the results of any benchmark tests run on the Objective Redact or any component or module of the it;
- remove or alter or obscure any proprietary labels or notices from the Objective Redact software; and/or
- use the Objective Redact software in furtherance of the planning, construction, maintenance, operation or use of any nuclear facility or for the flight, navigation or communication of aircraft or ground support equipment, or for any other purpose outside of the scope of this Agreement without Objective’s prior written consent.
- Objective Redact is licensed on a named user basis. The Customer can launch and simultaneously run the software for the number of Users equivalent to or less than the number of licences that have been purchased. The licence is not offered on a concurrent basis. It is a matter for the Customer to manage the number of named users using the software at any one time. Customers are welcome to edit their licensing to increase named users through their online account at objectiveredact.com .
- The Customer will:
- be responsible for all selection of information for redaction and use of Objective Redact licensed software;
- be responsible for all desktops upon which the software is installed;
- observe the licence conditions at all times and avoid all infringement of Objective’s Intellectual Property Rights; and
- updating and maintaining the accuracy of the information in the Customer’s Objective Redact Account; and
- monitoring and allocating named users of the Objective redact software.
- Capitalised terms used throughout this Agreement are defined in clause 13.
- Licence Term and Payment
- Objective Redact is licensed for one (1) year periods or, for those Customers to register for a free trial first, for the free trial period plus one (1) year.
- Objective’s licence fee is payable on an annual-in-advance basis and each licence period will be a separate licence contract. To be clear, additional year periods do not amount to extensions of the original licence grant.
- Objective has automated the process for inviting the Customer’s offer to enter into a fresh annual-in-advance licence. Objective will notify the Customer of a proposed new annual licence term and licence fee prior to the end of the Customer’s current licence period and the Customer will have the option to prevent the fresh licence from coming into effect or, alternatively, permit the new licence period to come into effect.
- If the Customer wants to prevent a new annual licence period from coming into effect or simply wishes to cancel the Objective Redact licence for convenience at any time, the Customer must cancel the applicable paid licence through the Customer’s Objective Redact account page before the end of the current annual period. Except as expressly provided in these terms, Objective will not refund any fees that the Customer has already paid at the time of cancellation for convenience. Please see clause 11 below for additional terms regarding cancellation or termination of a paid licence.
- Free Trial
- A Customer’s licence may start with a free trial. Objective may limit eligibility in order to prevent free trial abuse.
- Objective will require the Customer to provide payment details to start the trial. At the end of the trial, Objective may automatically start to charge the Customer for the licence on the first day following the end of the trial. By providing payment details in conjunction with the trial, the Customer agrees to this charge using such payment details. If the Customer does not want this charge, the Customer must cancel the applicable licence through the Customer’s Objective Redact account page or terminate its Objective Redact account before the end of the trial period.
- Changes to Licensing and Prices
- Objective does not make multi-year commitments of pricing for Objective Redact licences. Objective may change its prices for Objective Redact and its licensing bands from time to time. However, any price changes or changes to our licensing plans will apply to a current Customer only from the next annual licence period and the Customer will be notified at least thirty (30) days in advance to allow the Customer to opt out of a new licence at new prices.
- Objective Commitment
- Other than the express warranties following, Objective makes Objective Redact available to Customer on an “as is” basis as far as allowable by law and Customer agrees this is reasonable having regard to the fact that Objective Redact is a licensed desktop software solution and the Customer may access it on a free trial basis to evaluate the suitability of the software for the Customer’s own needs.
- Objective warrants that:
- It has the authority to enter into this Agreement with Customer;
- Objective Redact software will function substantially in accordance with the published documentation describing the software on objectiveredact.com .
- Privacy and Confidentiality
- Each Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, any of the other Party’s Confidential Information and will not disclose the other Party’s Confidential Information, except:
- to employees, agents, contractors or advisers needing to know the information for the purposes of this Agreement;
- with the other Party’s consent;
- if required to do so by law or a stock exchange; or
- as strictly required in Redaction with legal proceedings relating to this Agreement.
- Updating these Terms of Service
- This Agreement may be amended from time to time by Objective by posting the amended Agreement on the Website or sending a notice to Customer about the amendment or introducing the amendment into a login process. To be clear, Objective will act reasonably to bring any amendments to Customer’s attention and the amended Agreement will automatically be effective on the earlier of:
- Thirty (30) days of notice being posted on the Website;
- Thirty (30) days of notice being sent to Customer; or
- Customer’s acceptance of the amendment through the login process.
- Customer agrees it will, and will ensure its Users will make themselves aware of amendments and Customer acknowledges and accepts that continued use of the Redact Service will mean the amendments have been unconditionally accepted.
- Intellectual Property Rights
- Intellectual Property in Objective Redact software and all documentation associated with it, including any development throughout the Term and all the material presented on the Website (excepting third party trademarks and logos and open source software, if any) is held wholly by Objective.
- Intellectual Property in any and all new material created by Objective vests automatically and immediately upon creation in Objective.
- Objective does not acquire any right, title or interest in redacted material generated by a Customer.
- Users may provide Objective with comments and feedback (“Feedback”) using the Contact Us form on the Website. Customer automatically grants, and will ensure Users automatically grant, Objective a royalty-free, perpetual licence to use, reproduce, modify and adapt all such Feedback in any manner Objective sees fit without attribution to the individual author of such Feedback.
- Customer agrees Objective may use Customer’s trademarks and logos on the Website to publicise Customer’s use of Objective Redact software.
- Limitation of Liability
- Subject to clauses 9.3 and 9.5, Objective’s liability to Customer arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence and breach of warranty), or pursuant to statute or in equity or otherwise, shall be limited in aggregate and to direct loss only to the licence fees paid by Customer throughout the licence term in which the liability arose. The Customer agrees the foregoing limit is reasonable having regard to the nature of the Objective Redact software and the fact that Customer has the ability to utilise a free edition for evaluation purposes.
- In no event will Objective be liable to Customer for any consequential, indirect, exemplary, special, or incidental damages, even if Objective has been advised of, knows of, or should have known of the possibility of such loss, damage or expense, nor will Objective be liable for failure to make anticipated savings, lost opportunity (including loss of opportunity to earn additional profits or make savings), lost revenue, extra expenses incurred, extra costs of working, lost data, lost profit, damage to any items not provided by Objective, losses arising from business interruption or loss of goodwill, loss of use of service or equipment, loss of technology rights or services, whether arising under theory of contract, tort, strict liability or otherwise.
- The following liability types are not subject to the aggregate limit in clause 9.1:
- liability for directly causing bodily injury or death to any person; and/or
- liability for directly causing damage to the tangible property of any person.
- The parties intend to shorten the limitation period for claims, actions, suits or demands, whether arising on contract, tort (including negligence and breach of warranty) or pursuant to statute or otherwise, to six (6) months following termination of this Agreement, howsoever it occurs. To avoid doubt Customer agrees six (6) months is a suitable limitation period having regard to the nature of the Objective Redact solution.
- If any law, including but not limited to the Competition and Consumer Act 2010 (Clth) and the Australian Consumer Law, confers rights and remedies on a Customer that cannot be excluded, restricted or modified then Objective does not exclude any such rights but Objective does exclude all other conditions and warranties implied by custom, law or statute, and to the extent permitted by law Objective’s maximum aggregate liability to the Customer for failure to comply with a consumer guarantee in respect of the software is limited, at Objective’s option in its sole discretion to:
- the replacement of the software (or the particular component of the software, which caused the failure), or the supply of equivalent software (or particular component of the software); or
- the payment of the cost of replacing the software (or the particular component of the software, which caused the failure) or of acquiring equivalent software (or particular component of the software).
- Suspending Account
- Objective may take the Customer’s Objective Redact account offline or filter or block the account and/or User access, without derogating from its right to terminate this Agreement and without liability for repudiation if:
- Objective is authorised to suspend the solution by a government, administrative, regulatory and/or law enforcement agency to do so;
- the presence of a Virus threatens the integrity of the Customer’s account;
- Customer and/or any User is reasonably believed to have undertaken any of the prohibited actions in this Agreement; and/or
- Objective is facing a Force Majeure circumstance.
- Objective will exercise its right to terminate in the event the suspension contemplated above continues for thirty (30) calendar days.
- Either party may terminate this Agreement for cause before the end of the Term if:
- The other Party commits a material breach of the terms of this Agreement and fails to cure the breach within fourteen (14) days of receipt of the complaining Party’s written notice detailing the nature of the breach; and/or
- The other Party commits an act of insolvency, comes under any form of insolvency administration, or assigns or purports to novate its rights otherwise than in accordance with this Agreement.
- Entire Agreement. This Agreement contains the entire agreement between the parties in relation to the supply of the Redact Service by Objective and supersedes all prior agreements and undertakings (oral or written).
- Assignment, Transfer and Sub-contracting. This Agreement and the obligations formed under it are personal to Objective and Customer. The Parties agree that neither Party may, directly or indirectly, assign or transfer or sub-contract any or all of its rights and/or obligations whether it is affected by sale of assets, merger, insolvency, machinery of government change or otherwise, without the other Party’s prior written consent which shall not be unreasonably withheld.
- Neither Party may novate this Agreement except with the other Party’s prior written consent which may be given or withheld at that Party’s sole discretion and on such terms as that Party thinks fit and in any event on terms not less favourable than the then existing terms.
- Non-solicitation of Objective personnel. Throughout the term of this Agreement and for a period of twelve (12) months after expiry or termination, Customer shall not solicit for employment, either directly or indirectly (for example though any agent, subsidiary company or associated person, firm or entity) any person employed or contracted by Objective and the Customer shall be restrained for the same period from employing or directly contracting with any such person.
- Any waiver under this Agreement must be in writing. Waiver of any part of this Agreement does not constitute a waiver of any other part of this Agreement.
- Governing Law and Jurisdiction. This Agreement is governed by and must be construed in accordance with the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, Australia and any court that may hear appeals from any of those courts, for any proceedings in Redaction with this Agreement and waives any right it might have to claim that those courts are an inconvenient forum.
- Except where Objective exercises its reserved right to update terms and conditions from time to time, the parties can only vary, modify, amend or add a term or terms of or to this Agreement if the variation, modification, amendment or addition is in writing signed by authorised representatives of each Party.
- All notices, consents, and approvals must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at the address identified in this Agreement and will be effective upon receipt of a facsimile confirmation message or three (3) Business Days after being deposited in the mail as required above, whichever occurs sooner. Either Party may change its address by giving written notice of the new address to the other Party but if the delivery or receipt is on a day which is not a Business Day or is after 5.00pm (addressee’s time) it is deemed to have been received at 9.00am on the next Business Day.
- The relationship between the parties is one of independent contractors. Nothing in this Agreement shall be regarded as giving one Party any authority to bind the other to any agreement or purport to act as the agent of the other Party and each Party covenants and agrees that it shall not represent to any person, or act so as to cause any person to believe, that Party or any of its employees, agents, contractors or officers has or have such an authority to act as the agent of the other Party.
- If a provision of this Agreement is invalid, illegal or unenforceable, then that provision, to the extent of the invalidity, illegality or unenforceability, must be ignored in the interpretation of this Agreement. All the other provisions of this Agreement remain in full force and effect. In the event and to the extent of any inconsistency between two or more documents which form part of this Agreement, those documents will be interpreted in the following order of priority.
- In the event and to the extent of any inconsistency between this Agreement and an attachment to or incorporated component it, this Agreement will take priority unless expressly specified otherwise.
- Time is not of the essence of this Agreement except in relation to the reduced limitation period and payment period.
- Clauses relating to confidentiality, Intellectual Property, the Customer’s prohibited activities, limitation of liability, shortened limitation period, payments and dispute resolution have continuing effect and survive termination of this Agreement.
- Definitions & interpretation
- “Confidential Information” means all non-trivial information concerning a Party’s business or purpose, including information marked or otherwise designated as confidential, that the discloser treats as confidential or which the recipient knows or ought reasonably to know is confidential, and includes any trade secret, and to be clear it includes the Objective Redact software. It does not include any information which is in the public domain other than as a consequence of breaching an obligation of confidence under this Agreement.
- “Customer” means, as the case may be:
- the individual person acquiring a licence to use Objective Redact software on their own account and agreeing to be bound by this Agreement; or
- the Single Legal Entity, whether a private sector or government entity, acquiring the Redact Service for itself to be used by persons working for or contracted to that entity, and who agrees to be bound by these Terms of Service and to ensure those persons also comply.
- “Force Majeure” means a situation, circumstance or cause, the effect of which, directly or indirectly, is that Objective is not reasonably able to meet its obligations under this Agreement and may include but is not limited to communications network interruption or outage or storage tape or disc failure, or acts of God, fire, lightning, flood, explosion, earthquake, storm, cyclone, natural disaster; radioactive, toxic or dangerous chemical contamination; riots, terrorism, civil commotion, malicious damage, sabotage, act of a public enemy, war (declared or undeclared) or revolution; action or inaction by a court, government or authority, denial, refusal or failure to grant any permit, authorisation, licence, approval or acknowledgement despite timely best endeavours exercised by Objective to obtain the grant; labour trouble (but not labour trouble of the workforce of the Objective) including strikes, lockouts, industrial or labour disputes or difficulties, work bans, blockages or picketing; accident; inability to obtain material, power, equipment and/or transportation, unavailability of essential equipment, goods, supplies or services including internet and other communications link access and abnormal breakdown of any facilities, machinery or equipment.
- “Intellectual Property” means industrial or intellectual proprietary rights under statute or at common law or equity which now exist or may exist in the future, including but not limited to copyright, design, trademarks, patents, semi-conductor or circuit layout rights, trade secrets, business or company names, domain names, blog, social networking and other internet titles, or right to apply for any of the rights referred to in above and subsists in all documents, reports, diagrams, code, application interfaces and other materials. The foregoing list is not exhaustive and to avoid doubt it covers Objective’s Redact software code, whether source or object, routines and related programming language, instructions, methods, techniques, links and templates, documents, manuals, diagrams and images including virtualised images of the Application, howsoever stored or hosted.
- “Objective” means Objective Corporation Limited ABN 16 050 539 350 a company duly incorporated in the State of New South Wales, Australia and having its registered office at Level 30, 177 Pacific Highway, North Sydney, N.S.W 2060 AUSTRALIA.
- “Registration” means the act of signing up to acquire a licence to use Objective Redact software (i.e logging in, creating a password which meets Objective’s security criteria and activating new registration from an email link). To be clear a person registers by designating a specific user ID and password in order to commence use of the Redact Service as a User.
- “Single Legal Entity” means a company, business, firm, agency, department or other organisation or entity recognised as a legal entity and capable of forming a legally binding contract for the acquisition of the Redact Service.
- “Term” means the duration of the Objective Redact software licence acquired by the Customer.
- “User” means an individual person registered to use Objective Redact software, whether as a Customer in their own right or an allocated named user of a paying Customer entity.
- “Virus” means any malicious code affecting a computing device and includes but is not limited to adware, spyware, Trojan horses and worms and other malicious code, whether or not it replicates itself, having the effect of interrupting, diminishing, altering or stopping the operation of the Redact Service.
- “Website” means objectiveredact.com
- In this Agreement, unless the context otherwise requires:
- The singular includes the plural and vice versa;
- Headings are used for convenience only and do not affect the interpretation of this Agreement;
- A reference to a clause is a reference to a clause of this Agreement;
- a clause contains a number of sub-clauses then, unless expressly stated otherwise, each sub-clause is an independent requirement or obligation;
- the word “person” means a natural person or any other legal entity whether incorporated or not;
- the word “includes” or any form of that word must be construed as if it were followed by the words “without being limited to”;
- “month” means calendar month and “year” means calendar year;
- “day” means calendar day;
- reference to “writing” includes any mode of representing and reproducing words in tangible and permanently visible form and includes facsimile and e-mail transmission.