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Terms of Service

Make API and Services Access Terms

1. Who we are and how to contact us

1.1 We are On Brand Investments Pty Ltd ACN 606 816 639, trading as Outfit (we, us and our).

1.2 To contact us, please email contact@outfit.io.

2. The Make API and Services and this Agreement

2.1 You are required to accept these access terms (Agreement) before using the Make API, management application, user interfaces, reporting tools and related services (Make API and Services).

2.2 Any use of the Make API and Services by you must be in accordance with this Agreement.

2.3 Use of the Make API and Services requires you to log in with a GitHub account.

3. Your obligations

3.1 It is your responsibility to ensure that:

(a) you comply with the terms of this Agreement;

(b) you cooperate with us in all matters relating to the Make API and Services;

(c) you provide us with such information and materials we may reasonably require in order to supply the Make API and Services, and ensure that such information is complete and accurate in all material respects;

(d) you obtain and maintain all necessary licences, permissions (including to various developer accounts) and consents which may be required for your use of the Make API and Services; and

(e) you comply with all applicable laws.

3.2 If there is any failure by you to fulfil any obligation listed in clause 3.1 (Your Default):

(a) we will be entitled to suspend your access to the Make API and Services;

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide the Make API and Services; and

(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

4. Restrictions

4.1 You will not access, store, distribute or transmit, any material during the course of your use of the Make API and Services that:

(a) contains malware, worms, trojan horses, viruses and other similar things;

(b) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(c) facilitates illegal activity;

(d) depicts sexually explicit images;

(e) promotes unlawful violence;

(f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

(g) causes damage or injury to any person or property,

and we reserve the right, without liability to you, to disable access to any material that breaches the provisions of this clause 4.1.

4.2 You must not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Make API and Services in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Make API and Services;

(b) access all or any part of the Make API and Services in order to build a product or service which competes with the Make API and Services;

(c) use the Make API and Services to provide services to third parties unless otherwise agreed with us, in advance;

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Make API and Services available to any third party; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Make API and Services, other than as provided under this agreement.

4.3 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Make API and Services and, in the event of any such unauthorised access or use, promptly notify us.

5. Charges

5.1 In consideration of us providing the Make API and Services, you must pay our charges (Charges) in accordance with this clause 5..

5.2 The Charges are the prices quoted on our site at the time you submit your order.

5.3 If you wish to change the scope of the Make API and Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

5.4 Our Charges are exclusive of goods and services tax (GST). Where GST is payable in respect of some or all of the Make API and Services, you must pay us such additional amounts in respect of GST, at the applicable rate, at the same time as you pay the Charges.

5.5 If you purchase a specific number of credits, or a usage allowance, in relation to a specific period, those credits will expire at the end of that period (and will not, for the avoidance of doubt, rollover).

5.6 To the extent permitted by law, all Charges are non-refundable.

6. Payment

6.1 Payment for the Make API and Services is usually in advance. We will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance.

6.2 We will send you an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a $20 administration fee will be charged.

7. Intellectual property rights

7.1 As between you and us, all intellectual property rights in the Make API and Services will be owned by us (or one of our third party licensors).

7.2 Subject to you paying all Charges and complying with the Agreement, we agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the period specified in your order to use the Make API and Services as specified in your order, for the purpose enabling you to generate and process web content into images and PDFs and such other purposes that we might specify.

7.3 You may not sub-license, assign or otherwise transfer the rights granted in this clause 7.2.

7.4 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the purpose of providing the Make API and Services to you.

8. How we may use your personal information

8.1 We will use any personal information you provide to us to:

(a) provide the Make API and Services;

(b) process payment for the Make API and Services;

(c) inform you about similar products or services that we provide, but you may stop receiving this information at any time by contacting us; and

(d) as provided for in our privacy and security policy which is available at https://make.cm/privacy-security-policy.

8.2 If you provide or make available any personal information to us in connection with the Make API and Services, you must make all disclosures and obtain all consents necessary to allow us to collect, store, use, disclose and otherwise deal with that personal information lawfully.

9. Limitation of liability

9.1 Nothing in this Agreement limits or excludes our liability:

(a) for death or personal injury caused by our negligence or wilful misconduct or that of our employees, as applicable;

(b) for fraud or fraudulent misrepresentation by us or our employees, as applicable; or

(c) where liability cannot be limited or excluded by applicable law.

9.2 Subject to clause 9.1 and 9.4 we will not be liable to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with this Agreement, including any: loss of profits; loss of sales or business; loss of production; loss of agreements or contracts; loss of business opportunity; loss of anticipated savings; loss of or damage to goodwill; loss of reputation; or loss of use or corruption of software, data or information.

9.3 Subject to clauses 9.1, 9.2 and 9.4, our aggregate liability to you for any loss or damage or injury arising out of or in connection with the supply of Make API and Services under this Agreement, including any breach by us of this Agreement however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is excluded to the fullest extent permitted by law.

9.4 Nothing in this Agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL), or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services.

9.5 If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, our total liability to you for that failure is limited to, at our option:

(a) in the case of services, the resupply of the services or the payment of the cost of resupply; and

(b) in the case of goods, the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired.

9.6 To the extent permitted by law, we:

(a) do not warrant that use of the Make API and Services will be uninterrupted or error-free or that the Make API and Services and/or the information obtained by you through the Make API and Services will meet your requirements; and

(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Make API and Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.7 This clause 9. will survive termination of the Agreement.

10. Indemnities

10.1 Except to the extent caused or contributed to by our negligent act or omission, wilful misconduct or breach of this Agreement, you indemnify us against any losses, liabilities, costs, charges or expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by us arising out of or in connection with:

(a) any claim made against us by a third party for actual or alleged infringement of a third party's intellectual property rights (of any nature) or moral rights arising out of or in connection with the materials provided by you in connection with the Make API and Services;

(b) any breach of this Agreement by you; or

(c) any negligent act, omission or wilful misconduct by you.

11. Confidentiality

11.1 You undertake not to at any time disclose to any person any confidential information concerning our business, affairs, customers, clients or suppliers.

12. Termination

12.1 We may suspend the supply of Make API and Services, or terminate this Agreement without cause, by giving you reasonable notice.

12.2 Without affecting any of our other rights, we may suspend the supply of Make API and Services, or terminate this Agreement with immediate effect by giving written notice to you if:

(a) you commit a material breach of any other term of this Agreement and that breach is irremediable or (if that breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) an insolvency event occurs in relation to you; or

(c) there is a change of control of your company without our consent.

12.3 On termination of the Agreement you must immediately cease use of the Make API and Services.

12.4 Termination of this Agreement does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Agreement that existed at or before the date of termination.

12.5 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

12.6 We may modify or withdraw the Make API and Services on reasonable notice to you.

12.7 You may terminate this Agreement without cause by giving us 30 days’ prior written notice. Upon termination, you will be unable to, and must not, access the Make API and Services until you accept this Agreement.

12.8 If:

(a) you cease to pay for access to the Make API and Services; or

(b) this Agreement is terminated or expires, you will have 30 days to remove your materials. After 30 days, Outfit can delete your materials.

13. General

13.1 We may amend these terms and conditions from time to time and will give you reasonable notice of any such amendment.

13.2 Neither of us may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this Agreement unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver. Words or conduct referred to in clause 13.2 include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

13.3 We may assign or transfer our rights and obligations under the Agreement to another entity. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing. A breach of clause 13.3 by you entitles us to terminate this Agreement.

13.4 If the whole or any part of a provision of this Agreement is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not. Clause 13.4 does not apply if the severance of a provision of this Agreement in accordance with that clause would materially affect or alter the nature or effect of the parties' obligations under this Agreement.

13.5 The Agreement is between you and us. No other person has any rights to enforce any of its terms

13.6 These terms and conditions, their subject matter and their formation, are governed by Queensland law. You and we both agree that the courts in Queensland will have exclusive jurisdiction.

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