Background

1. We have developed and own all Intellectual Property rights in an AI-powered livestock image recognition and management platform.
2. You are a farmer and would like to use our platform to assist you to monitor the health and ownership history of your animals and to manage stock theft and loss of livestock.
3. Our platform is currently in its beta phase and as part of our beta process, we are offering you free to access to our platform and you agree to provide feedback on the platform.
4. These Terms set out the terms and conditions on which we will make our platform available to you.

 1.   Our Disclosures

2.   Introduction

2.1    These terms and conditions (Terms) are entered into between STOKTAKE AUSTRALIA HOLDINGS PTY LTD ACN 664 352 103 (we, us or our) and you, together the Parties and each a Party.
2.2    We provide an AI-powered livestock image recognition and management platform which can be used in managing stock theft and loss of livestock and to monitor the health and ownership history of your animals (Platform).
2.3    In these Terms, you means the person or entity registered with us as an Account holder.
2.4    If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

3.   Acceptance and Platform Licence

3.1    You accept these Terms by downloading and/or using our Platform.
3.2    You must be at least 18 years old to use the Platform.
3.3    We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment and it adversely affects your rights, you may cancel your Account with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Account, you will no longer be able to use the Platform on and from the date of cancelation.
3.4    If you access or download our mobile application from Firebase, you agree to the Firebase Terms of Service.
3.5    Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
3.6    When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
(b) using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;
(c) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
(d) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
(e) facilitating or assisting a third party to do any of the above acts.

4.   Beta Testing

4.1    You agree that the Platform is still under development by us and that your access to the Platform is only the beta version of our Platform meaning that the Platform is not fully operational.
4.2    You acknowledge and agree that during the beta phase:

(a) the Platform is provided to you at no cost;
(b) the Platform is for evaluation purposes only and not for production or use;
(c) we make no commitments as to the functionality of the Platform or any of its features;
(d) we have no obligation to maintain, support, update or provide error connections for the Platform;
(e) we may make changes to the Platform (including amending any features and performing updates and fixes) at any time and without your consent, by providing notice to you;
(f) we make no commitments as to the Platform being available at all times;
(g) we may discontinue the Platform at any time at our sole discretion, and we reserve the right to never make the Platform generally available;
(h) you will:

(1) in a timely manner, cooperate with us and provide us with all assistance, resources, data, people, information, and documentation that is reasonably necessary to enable us to test and improve the Platform, as requested by us from time to time; and
(2) meet with us on a regular basis (as agreed between the Parties), for structured feedback sessions with the goal of helping us improve the Platform;

(i) to the maximum extent permitted by law:

(1) the Platform is provided “as is” and is exclusive of any warranty whatsoever, and we expressly disclaim any warranties of merchantability or fitness for a particular purpose;
(2) we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with the Platform.

4.3     Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you must place a request via email. We will endeavour to respond to any support requests in a reasonable period.
4.4    You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, CRM systems, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.
4.5    You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.
4.6    To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.

5.   Accounts

5.1    You must register on the Platform and create an account (Account) to access the Platform’s features.
5.2    You must register for an Account using your Google account. If you sign into your Account using your Google account, you authorise us to access certain information on your Google Account.
5.3    All personal information you provide to us will be treated in accordance with our Privacy Policy.
5.4    You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.
5.5    You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account. You agree to immediately notify us of any unauthorised use of your Account.
5.6    We may need to change what is available as part of your Account (for example, the inclusions, exclusions, updated features) from time to time. If we change what is available as part of your Account, we will provide you with notice of the change. After the notice period has lapsed, we will apply the changes to your Account. If you do not agree to the changes, you may cancel your Account at any time by providing written notice to us. Your cancellation will take effect from the date we confirm receipt of your notice and you will no longer be able to use the Platform.

6.   Database

6.1    Our Platform includes a database whereby each Account holder can input information about their animals (Database).
6.2   By accepting these Terms, you acknowledge and agree that the Database (including the animal ID related to each animal) can be accessed by all Account holders on the Platform.

7.   Fees

7.1    Your use of the Platform is currently not subject to a membership fee. However, we reserve the right to charge fees for your use of the Platform at any time in the future (Fees).
7.2   If we change the Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Fee to your Account. If the updated Fee is not acceptable to you, you may cancel your Account in accordance with these Terms.

8.   Our Intellectual Property

8.1    You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.
8.2    You acknowledge and agree that any idea, suggestion, recommendation or feedback (Feedback) you share with us, whether verbally, in writing, directly or indirectly, in connection with the Platform, will at all times vest, or remain vested is us. You agree that we may use Feedback in any manner which we see fit (including to develop new features on the Platform, or improve existing features) and no benefit will be due to you as a result of any use by us of any Feedback.
8.3    We authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. You may only access Our Intellectual Property on your personal device, and you may not use Our Intellectual Property for any commercial purpose.
8.4    You must not, without our prior written consent:

(a)    copy, in whole or in part, any of Our Intellectual Property;
(b)    reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
(c)    breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

8.5   This clause will survive the termination or expiry of these Terms.

9.   Your Data

9.1    You own all data, information or content you upload into the Platform (Your Data).
9.2    You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data to:

(a)    communicate with you (including to send you information we believe may be of interest to you);
(b)    supply the Platform to you;
(c)    diagnose problems with the Platform;
(d)    enhance and otherwise modify the Platform;
(e)    perform Analytics;
(f)     develop other services, provided we de-identify Your Data; and
(g)    perform our obligations under these Terms.

9.3    You agree that you are solely responsible for all of Your Data that you make available on or through the Platform. You represent and warrant that: 

(a)    you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
(b)    neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

9.4    You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.
9.5    We do not endorse or approve, and are not responsible for, any of Your Data.
9.6    You acknowledge and agree that the performance of the Platform is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.
9.7    This clause will survive the termination or expiry of these Terms.

10.   Confidential Information

10.1    You agree that we are providing the Platform as part of our beta testing process. As such, our Platform is not available publicly and the existence of these Terms, your use of the Platform, the features, functionality, Feedback, look, feel and effectiveness of the Platform is confidential and forms part of our Confidential Information.
10.2   You represent, warrant and agree that:

(a)    you will not disclose our Confidential Information to any third party;
(b)    you will protect our Confidential Information from any unauthorised disclosure;
(c)    to only use our Confidential Information for the purposes of exercising your rights or performing your obligations under these Terms.

10.3   The obligations in clause 9.1 do not apply to Confidential Information that:

(a)    is authorised to be disclosed as agreed by us in writing;
(b)    is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms or other duty of confidence; or;
(c)    must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) we have given you notice prior to disclosure.

10.4    You acknowledge and agree that monetary damages may not be an adequate remedy for a breach of this clause 9 and we are entitled to seek an injunction, or any other remedy available at law or in equity, at our discretion, to protect ourselves from a breach (or continuing breach) of this clause 9.
10.5    This clause will survive the termination or expiry of these Terms.

11.   Warranties

11.1    You represent, warrant and agree that:

(a)    you will not use our Platform, including Our Intellectual Property and/or Confidential Information, in any way that competes with our business;
(b)   there are no legal restrictions preventing you from entering into these Terms; and
(c)   all information and documentation that you provide to us in connection with these Terms is true, correct and complete.

12.   Australian Consumer Law

12.1    Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
12.2    If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
12.3    Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
12.4    This clause will survive the termination or expiry of these Terms.

13.   Liability

13.1    Despite anything to the contrary, to the maximum extent permitted by law:

(a)    neither Party will be liable for Consequential Loss;
(b)    each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that Party to mitigate its losses; and
(c)    our aggregate liability for any Liability arising from or in connection with these Terms will be limited to $100.

13.2    This clause will survive the termination or expiry of these Terms.

14.   Termination

14.1    Either Party may terminate these Terms at any time by providing written notice to the other Party. The termination will take effect immediately.
14.2   These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 5 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party.
14.3   Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
14.4   Upon termination of these Terms:

(a)    we will remove your access to the Platform and your Account will be deleted; and
(b)    where we terminate your Account as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees.

14.5    Termination will not affect any rights or liabilities that a Party has accrued under these Terms.
14.6    This clause will survive the termination or expiry of these Terms.

15.   General

15.1    Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
15.2   Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
15.3   Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
15.4   Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations and uses reasonable endeavours to minimize the duration and adverse consequences of the Force Majeure Event.
15.5   Governing law: These Terms are governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
15.6   Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
15.7   Privacy: If applicable to us, we agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
15.8   Publicity: You agree that we may advertise or publicise the fact that you are a user of our Platform, including on our website or in our promotional material.
15.9   Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
15.10   Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

16.   Definitions

16.1    Confidential Information means information which is disclosed to you (including via the Platform), or that you otherwise have access to in connection with these Terms, whether or not such information or documentation is reduced to a tangible form, or making in writing as “confidential” and howsoever you receive that information, and includes the meaning in clause 9.1.
16.2   Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or, any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay us the Fee under these Terms will not constitute “Consequential Loss”.
16.3   Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.
16.4   Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
16.5   Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions or notices, please contact us at:

STOKTAKE AUSTRALIA HOLDINGS PTY LTD ACN 664 352 103

Email: contact@stoktake.au

Last update: 31 March 2023