A About Bugwolf

A.1 Bugwolf Pty Ltd ACN 151 896 721 721 (Bugwolf or we) provides a unique beta-testing platform (Platform) which utlises Managed Tests (Services) for user testing software, hardware, and products (Applications).

A.2 We do this by:

(a) software testers apply to become members of our Platform and assembling teams of Testers from this pool of applicants who use the Platform (Testers);

(b) organising a Challenge (Challenge) where Testers compete against each other to find software errors, defects, and bugs including usability, functional, and user experience bugs in an Application (collectively, bugs);

(c) facilitating payment of a cash reward to Testers that identify bugs, based on their individual performance during a Challenge (Reward); and

(d) providing a Platform which allows clients of Bugwolf (Clients) to source their own testers with their users and employees, and self-manage Challenges and conduct pilots with these testers.

B About This Agreement

B.1 This Agreement governs the use of the Platform and participation in any Challenge by a User whether as a Client or Tester (you or your). 

B.2 In addition to any other express or implied consents, by using the Platform each User accepts and agrees to the terms of this Agreement.

B.3 Terms defined (in bold) above and in the General Conditions have a particular meaning throughout this Agreement.

C Challenges

C.1 We will be engaged by a Client to use the Platform to implement a Challenge.

C.2 A Tester will apply for or be invited to participate in a Challenge.

C.3 The terms of each challenge (Challenge Terms) will be specified in the Platform, including:

(a) the start and end dates and times for the Challenge;

(b) the Application to be tested;

(c) the types of bugs to be reported;

(d) a guide to the Reward that may be payable in relation to any Challenge, including maximum Reward pool; and

(e) any specific goals that apply to the Challenge.

C.4 Testers participating in a Challenge must strictly comply with these Terms of Service and the Challenge Terms.

D Reward

D.1 Subject to the Challenge Terms:

(a) Testers may be rewarded with points and leaderboard recognition based on their performance for each Challenge; and

(b) a Reward pool may be shared with Testers participating in a Challenge who were able to identify bugs, based on individual performance.

D.2 We reserve the right to determine the final Reward payable to any Tester (in our absolute discretion).

D.3 We may or the Client will notify each Tester within a reasonable time from the end of each Challenge, if a Reward is awarded to them for a Challenge.

D.4 We will not pay Testers any Reward until the Tester either provides us with:

(a) a valid ABN (Australian Business Number);

(b) a completed Statement by Supplier form indicating why an ABN is not required (e.g. the activities were undertaken as a hobby); or

(c) written acknowledgement that any Reward paid to a Tester will be subject to withholding tax.

E Testers

E.1 We may set any registration requirements for Testers in its absolute discretion unless agreed otherwise in writing with a Client.

E.2 Each Tester agrees and warrants that:

(a) You are an independent service provider to Bugwolf and that you are not an employee or partner of Bugwolf in any way;

(b) You are not in breach of any employment or other contract with a third party, or in breach of any duty to a third party, by agreeing to these Terms of Service and becoming a Tester and/or participating in any Challenge; and

(c) You will not:

i hold yourself out as an agent of Bugwolf; or

ii incur obligations or liabilities on behalf of Bugwolf unless we provide express written permission.

E.3 Each Tester acknowledges and agrees that:

(a) Challenge Terms may be updated by Bugwolf at its absolute discretion;

(b) We reserve the right to amend, cancel or suspend the access to the Platform and/or registration of any Tester at any time in our absolute discretion and without notice;

(c) Participation in any Challenge is at your own risk; and

(d) We do not promise that use of the Platform or an Application during any Challenge will be free from anything which may damage your computer hardware, software or data.

E.4 Confidential Information.  Each Tester agrees and warrants that:

(a) You will strictly comply with obligations under the General Conditions in respect of Confidential Information of Bugwolf and its Clients, which shall include information relating to:

i Any Challenge, including Challenge Terms and Reward and bugs;

ii The subject Application, including its features and purpose;

iii Anything arising from participation in a Challenge, including source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the Tester or any other party with respect to the Platform;

iv A Client (including identity) and any data owned, controlled by, or residing on any hardware owned or controlled by a Client; and

(b) You must use Confidential Information solely for the purposes of a Challenge and only to the extent necessary for that Challenge.

E.5 Injunctive relief.  Each Tester acknowledges and agrees that:

(a) Any breach or threatened breach of an obligation under this Agreement with respect to Intellectual Property or Confidential Information may cause Bugwolf or its Client immediate and irreparable harm for which damages alone may not be an adequate remedy; and

(b) Consequently Bugwolf or its Client has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

F Clients

F.1 Each Client agrees and warrants that:

(a) Each Challenge will create a separate contract comprising the Challenge Terms and this Agreement, subject to the terms of a valid and binding Client Agreement with respect to the Challenge (which shall prevail to the extent of any inconsistency with this Agreement);

(b) Bugwolf and each Tester is authorized to, without limitation to the Challenge Terms:

i test the Application;

ii probe hardware which hosts the software for the Application;

(c) Bugwolf and each Tester is an independent service provider to the Client and that is not an employee or partner of the Client in any way, unless an employee of the Client;

(d) The Client will not:

i hold itself out as an agent of Bugwolf; or

ii incur obligations or liabilities on behalf of Bugwolf unless Bugwolf provides express written permission.

(e) It grants Bugwolf a royalty free licence to use any logos in any form, media or technology for the purpose of promoting or marketing the Platform; and

(f) Its licence to use the Platform, as provided for in the General Conditions, is subject to the payment of all Fees.

F.2 Each Client acknowledges and accepts that:

(a) Some of the techniques used by Bugwolf and Testers may increase the load on the hardware hosting software, which can result in:

i degraded service on that hardware;

ii the hardware to crash or fail;

iii data loss;

iv increased data usage.

(b) We may not be able to identify every bug within an Application and we make no representation that we can or will;

(c) We recommend that our Platform should only be used in a non-production or test environment to prevent interruption or impact on the Application, your software or your hardware;

(d) You should retain backups of all software and data which is subject to our Platform or otherwise used in connection with a Challenge.

(e) You agree that the matters you acknowledge in this clause F.2 are not a defect in service, and you accept our services and use of the Platform subject to these matters

F.3 Fees.  The Fees payable by each Client will include one or more of the following:

(a) A Platform Licence Fee; and

(b) A Managed Test Fee.

General conditions

1 Interpretation

1.1 The following definitions apply in this Agreement:

(a) Agreement means these Terms of Service.

(b) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

(c) Client Agreement means a client services agreement governing the engagement by the Client for Bugwolf to provide the Platform.

(d) Company means Bugwolf Pty Ltd ACN 151 896 721.

(e) Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:

i All technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;

ii All business and marketing plans and projections, details of agreements and arrangements with third parties, and customer and supplier information and lists, and other information providing commercial advantage;

iii All financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;

iv All information concerning any employee, customer, contractor, supplier or agent of the relevant party;

v All information which if disclosed may be detrimental to a party’s goodwill, reputation, standing or commercial best interests;

vi The party's policies and procedures,

But excludes information that the other party can establish:

vii Is known by or is in the other party's possession or control other than through a breach of this document and is not subject to any obligation of confidence; or

viii Is in the public domain other than by a breach of this document or any obligations of confidence.

(f) Corporations Act means the Corporations Act 2001 (Cth).

(g) Fees mean the fees and charges notified by Bugwolf in writing (including via the Platform) for use of the Platform from time to time.

(h) General Conditions means the terms and conditions set out in the section of this Agreement entitled “General Conditions”.

(i) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(j) Intellectual Property Rights means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

(k) Moral Rights means:

i Moral rights pursuant to the Copyright Act 1968 (Cth);

ii Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).

(l) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

1.2 Headings are only for convenience and do not affect interpretation.  The following rules apply unless the context requires otherwise:

(a) The singular includes the plural and the opposite also applies.

(a) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

(b) A reference to a clause refers to clauses in this Agreement.

(c) A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.

(d) Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

(e) A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

(f) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

(g) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

2 The Platform

2.1 The User agrees and accepts that the Platform may be:

(a) Hosted by Bugwolf utilising a third-party cloud-based hosting provider and shall only be installed, accessed and maintained by Bugwolf, accessed using the internet or other connection to Bugwolf servers and is not available ‘locally’ from the User’s systems; and

(b) Managed and supported exclusively by Bugwolf utilising a third-party cloud-based hosting provider and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing.

2.2 Bugwolf reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.

3 Access & Use

3.1 Each User agrees and acknowledges that Bugwolf shall provide access to the Platform to the best of its abilities, however:

(a) Access to the Platform may be prevented by issues outside of its control; and

(b) It accepts no responsibility for ongoing access to the Platform.

3.2 Each User agrees and warrants that it shall only use the Platform for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Bugwolf in its discretion.

4 License

4.1 Subject to compliance with the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable license to access and use the Platform for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

4.2 Bugwolf may issue the license to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

4.3 Bugwolf may revoke or suspend the User’s license(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User or any of its users. Bugwolf will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.

5 Fees

5.1 The User agrees to pay all Fees as and when they fall due and to the extent permissible by law. Fees are non-cancellable and/or non-refundable once ordered or paid.

5.2 Bugwolf may introduce new services with corresponding Fees by giving the User written notice of their availability and applicability.

5.3 Unless otherwise agreed in writing, all transactions are processed in Australian dollars and conversion rates may apply for foreign currencies.

5.4 All consideration provided under this Agreement is exclusive of GST unless it is specifically expressed to be GST inclusive. Pricing is in USD exclusive of local taxes. If Bugwolf makes a taxable supply to another party (Recipient) under or in connection with this Agreement in respect of which GST or the equivalent local tax is payable, the Recipient must pay Bugwolf an additional amount equal to the GST payable on the supply (unless the consideration for the taxable supply was specified to include GST). The additional amount must be paid by the Recipient by the later of:

(a) the date when any consideration for the taxable supply is first paid or provided; and

(b) the date when Bugwolf issues a tax invoice to the Recipient.

6 Tax Invoices & Payment

6.1 A Tax Invoice must be issued for any payment pursuant to this Agreement for which GST applies.

6.2 Unless otherwise agreed in writing, payment is due within 5 Business Days of the date of the relevant Tax Invoice.

6.3 Written notice of any disputed Tax Invoice must be given 5 Business Days of the date of the Tax Invoice. Any amount under a Tax Invoice not in dispute must be paid within the prescribed payment period.

6.4 Overdue Tax Invoices shall accrue interest at the rate of 1.5% per month, or in default, the maximum rate of penalty interest prescribed under law.

6.5 Each User authorises Bugwolf to use the User’s information for the purposes of obtaining a credit assessment or to otherwise make investigations as to the User’s payment history.

7 Intellectual Property

7.1 The Platform. The User agrees and accepts that Bugwolf is the owner of the Platform and all Intellectual Property Rights comprised in it and the User further warrants that the User will not:

(a) Copy the Platform or the services that it provides for the User’s own commercial purposes; and

(b) Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.

7.2 Trademarks. ‘Bugwolf’ and the Bugwolf logo are trademarks of the Company. Other trademarks that may appear on the Platform are the property of our respective licensors. Each User shall not copy, alter, use or otherwise deal in any trademark without the prior written consent of the relevant owner.

7.3 Proprietary Information. Bugwolf may use software and other proprietary systems and Intellectual Property for which Bugwolf has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Platform.

7.4 Intellectual Property Rights.  Testers hereby expressly and unconditionally assign all current and any future Intellectual Property Rights that may be created by them in performing their role as a Tester to Bugwolf. Testers agree that they will sign any additional documents that may be necessary to perfect, or register Bugwolf as the owner of, such Intellectual Property Rights

7.5 Moral Rights.  To the extent that Testers may have Moral Rights in any of the works they create in performing their role as a Tester, each Tester expressly and unconditionally consents to any act or omission by Bugwolf and/or Bugwolf’s Clients that would, but for this consent, infringe his or her Moral Rights in those works.

8 Confidentiality

8.1 Each party acknowledges and agrees that:

(a) The Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

(b) It owes an obligation of strictest confidence to the Discloser concerning the Confidential Information;

(c) It must not disclose, release or make available the Confidential Information to a third party except as permitted in this Agreement;

(d) Upon request, return or destroy Confidential Information, and certify that if required;

(e) All Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

8.2 A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:

(a) Any actual, suspected, likely or threatened breach by it of clause 8.1

(b) Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

(c) Any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

8.3 The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

(a) Any actual, suspected, likely or threatened breach of a term of this Agreement; or

(b) Any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

9 Liability & Indemnity

9.1 The User agrees that it uses the Platform at its own risk.

9.2 Each User acknowledges that Bugwolf is not responsible for the conduct or activities of any other User and that Bugwolf is not liable for such under any circumstances.

9.3 The User agrees to indemnify Bugwolf for any loss, damage, cost or expense that Bugwolf may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform, including any breach by the User of these Terms.

9.4 In no circumstances will Bugwolf be liable for any direct, incidental, consequential or indirect damages, economic loss, business interruption, loss or corruption of data, loss of revenue, profits, goodwill, contracts, bargain or opportunity, loss of anticipated savings, obligation to indemnify or compensate another person, or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Platform or otherwise in connection with any Challenge, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not Bugwolf knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

9.5 Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, Bugwolf and Bugwolf’s related entities exclude all representations, conditions and warranties that may be implied by legislation, law equity, trade, custom or usage or otherwise, to the fullest extent permitted by law. To the extent permitted by law, Bugwolf’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at Bugwolf’s option to:

(a) The re-supply of services or payment of the cost of re-supply of services; or

(b) The replacement or repair of goods or payment of the cost of replacement or repair.

10
Termination

10.1 Without limitation to any right to suspend or remove access to the Platform, Bugwolf may terminate this Agreement by giving written notice upon becoming aware of any breach by the User of this Agreement.

10.2 EExpiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

10.3 The rights and obligations under the relevant provisions of clauses 1, 5, 6, 7, 8, 9, 10, 11, 12 and 13 survive termination of this Agreement.

11 Disputes

11.1 All disputes shall be handled in accordance with Bugwolf’s dispute resolution policy.

11.2 Where Bugwolf does not have a relevant dispute resolution policy for a type of dispute, the following process shall apply:

(a) Negotiation.  If there is a dispute between the parties relating to or arising out of this Agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;

(b) Mediation.  If the dispute between the parties relating to or arising out of this Agreement is not resolved within five Business Days of notification of the dispute under Clause 11.1, the parties must agree to submit the dispute to mediation (or other alternative dispute mechanism agreed by the parties), administered by lawyers engaged in alternative dispute resolution;

(c) Court proceedings.  A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.

12 Electronic Communication, Amendment and Assignment

12.1 The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

12.2 The User can direct notices, enquiries, complaints and so forth to Bugwolf as set out in this Agreement.  Bugwolf will notify the User of a change of details from time-to-time.

12.3 Bugwolf will send the User notices and other correspondence to the details that the User submits to Bugwolf, or that the User notifies Bugwolf of from time-to-time. It is the User’s responsibility to update its contact details as they change.

12.4 A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

12.5 Notices must be sent to the parties’ most recent known contact details.

12.6 The User may not assign or otherwise create an interest in this Agreement.

12.7 Bugwolf may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

13 General

13.1 Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.

13.2 Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

13.3 Relationship.  The relationship of the parties to this Agreement does not form a joint venture or partnership.

13.4 Waiver.  No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

13.5 Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

13.6 Governing Law.  This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

13.7 Severability.  Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

END GENERAL CONDITIONS

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