Terms and Conditions of Use
1. About the Website
(a) Welcome to Morton Watershed Digital (Website). The Website is mortonwatersheddigital.com (Services). The Website is operated by Morton Watershed Digital. Access to and use of the Website, or any of its associated Products or Services, is provided by Morton Watershed Digital. Please read these terms and conditions (Terms) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of the Services, immediately.
(b) Morton Watershed Digital reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Morton Watershed Digital updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms prior to implementation, with a notice period of at least 30 days. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
(c) You agree that Morton Watershed Digital may, in its sole discretion and without prior notice, modify, discontinue, or restrict the use of any portion of the Website or Services, including the availability of any features, database, or content. Morton Watershed Digital shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or Services.
2. Acceptance of the Terms
You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Morton Watershed Digital in the user interface.
3. Your obligations as a Member
As a Member, you agree to comply with the following:
(d) you will use the Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(e) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(f) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Morton Watershed Digital of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(g) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Morton Watershed Digital providing the Services;
(h) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Morton Watershed Digital;
(i) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(j) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Morton Watershed Digital for any illegal or unauthorised use of the Website; and
(k) you acknowledge and agree that any automated use of the Website or its Services is prohibited.
4. Payment
(l) All payments made in the course of your use of the Services are made using STRIPE. In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the STRIPE terms and conditions which are available on their website.
(m) You acknowledge and agree that where a request for the payment of the Services is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the transaction.
(n) You agree and acknowledge that Morton Watershed Digital can vary the subscription as it relates to client needs within the parameters of a minimum 30 days notice. This includes but not limited to monthly access fees by GoHighLevel, or specific changes to client needs/packages in terms of access to services provided by Morton Watershed Digital.
(o) You acknowledge and agree that Morton Watershed Digital may, at its sole discretion and without prior notice, suspend or terminate your access to the Website and Services if you breach these Terms or engage in any conduct that Morton Watershed Digital believes, in its sole discretion, violates any applicable law or is harmful to the interests of Morton Watershed Digital, its affiliates, or any third party.
5. Refund Policy
(p) Morton Watershed Digital will set up and have your AI systems running within 30 days of the commencement of the Services. If the systems are not live and working as described within that period, Morton Watershed Digital will continue working at no extra cost until they are.
(q) If, within the first 30 days of the commencement of the Services, you feel the setup is not delivering what was promised, Morton Watershed Digital will refund your setup fee.
(r) The subscription fee for the ongoing provision and hosting of your AI bots, which is billed separately to the setup fee, is non-refundable except where Morton Watershed Digital is unable to continue to provide the Services, or where the manager of Morton Watershed Digital makes a decision, at its absolute discretion, that it is reasonable to provide a refund under the circumstances, including but not limited to;
(iii) power outages
(iv) network outages by service providers
(v) exceptional circumstances
(s) Any benefits set out in this Terms and Conditions may apply in addition to consumer's rights under the Australian Consumer Law.
6. Copyright and Intellectual Property
(t) The Website, the Services and all of the related products of Morton Watershed Digital are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Morton Watershed Digital or its contributors.
(u) All trademarks, service marks and trade names are owned, registered and/or licensed by Morton Watershed Digital, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
(vi) use the Website pursuant to the Terms;
(vii) copy and store the Website and the material contained in the Website in your device's cache memory; and
(viii) print pages from the Website for your own personal and non-commercial use.
(v) Morton Watershed Digital does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Morton Watershed Digital.
(w) Morton Watershed Digital retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(ix) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(x) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(xi) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process).
(x) You may not, without the prior written permission of Morton Watershed Digital and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
(y) You acknowledge and agree that all content and materials available on the Website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorised by Morton Watershed Digital, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.
(z) You agree to indemnify and hold harmless Morton Watershed Digital from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms, your violation of any law, or your violation of the rights of a third party.
7. Privacy
Morton Watershed Digital takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Morton Watershed Digital's Privacy Policy, which is available on the Website.
8. General Disclaimer
(aa) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
(bb) Subject to this clause, and to the extent permitted by law:
(xii) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded.
(cc) Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Morton Watershed Digital make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Morton Watershed Digital) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(xiii) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(xiv) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(xv) costs incurred as a result of you using the Website, the Services or any of the products of Morton Watershed Digital; and
(xvi) the Services or operation in respect to links which are provided for your convenience.
(dd) Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the ACICA Arbitration Rules. The seat of arbitration shall be Adelaide, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.
9. Limitation of liability
(ee) Morton Watershed Digital's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you or, where applicable, the refund of the setup fee in accordance with the Refund Policy set out in clause 5.
(ff) You expressly understand and agree that Morton Watershed Digital, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
10. Competitors
If you are in the business of providing similar Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of Morton Watershed Digital. Competitors are not permitted to use or access any information or content on our Application. If you breach this provision, Morton Watershed Digital will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.
11. Termination of Contract
(gg) The Terms will continue to apply until terminated by either you or by Morton Watershed Digital as set out below.
(hh) If you want to terminate the Terms, you may do so by:
(xvii) providing Morton Watershed Digital with 7 days' notice of your intention to terminate; and
(xviii) closing your accounts for all of the services which you use, where Morton Watershed Digital has made this option available to you.
(ii) Your notice should be sent, in writing, to Morton Watershed Digital via our email address info@mortonwatersheddigital.com.
(jj) Morton Watershed Digital may at any time, terminate the Terms with you if:
(xix) you have breached any provision of the Terms or intend to breach any provision;
(xx) Morton Watershed Digital is required to do so by law;
(xxi) minor breaches include a cure period of 7 days to allow client and/or users time to remedy minor breaches before termination,
(kk) Subject to local applicable laws, Morton Watershed Digital reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Morton Watershed Digital's name or reputation or violates the rights of those of another party.
12. Indemnity
You agree to indemnify Morton Watershed Digital, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(ll) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;
(mm) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(nn) any breach of the Terms.
13. Dispute Resolution
13.1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
13.2. Notice:
A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
13.3. Resolution:
On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must:
(oo) Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(pp) If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Mediation Association;
(qq) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(rr) The mediation will be held in Adelaide, Australia.
13.4. Confidential:
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
13.5. Termination of Mediation:
If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
14. Venue and Jurisdiction
The Services offered by Morton Watershed Digital is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of South Australia, Australia.
15. Governing Law
The Terms are governed by the laws of South Australia, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of South Australia, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
16. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
