- The Bugwolf Group consists of Bugwolf Pty Ltd (Bugwolf) and Bugdojo (Bugdojo) (collectively the Group). These Terms of Service and Participation apply to each member of the Group as follows: to the extent that Services are being provided by Bugwolf, parts B, D, E, F, G & I are applicable; and to the extent that Services are being provided by Bugdojo, parts C, D, E, F, H & I are applicable.
Background - Bugwolf
- Bugwolf provides its Clients and software testers with access to a SaaS Platform and Desktop Video Capture Software (Bugwolf Platform) which utilises managed test Challenges as described below (the Bugwolf Services) for the purpose of devising and conducting gamified exploratory testing of software, web applications, websites, mobile applications and other software, hardware, and products (Applications).
- Challenges take the form of a game, or a challenge, in which teams of software testers compete on the Bugwolf Platform to identify software errors, defects, and bugs including usability, functional, and user experience bugs in Client software (collectively, Bugs) in return for receiving payment based on their individual performance during a challenge.
Challenges are devised and conducted by the following means:
- Bugwolf recruits software testers who apply to participate in managed test Challenges as members of the Bugwolf Platform (Challenge Testers). In doing so Bugwolf performs a number of checks, including performance testing (based on having them compete in a test challenge), interviews, and probity and background checks conducted by an independent third party.
- Bugwolf or Clients can create Challenges by assembling teams of Challenge Testers from Bugwolf's pool of Challenge Testers and organise test challenges (Challenges), where these Challenge Testers compete against each other to identify Bugs in Applications submitted by Clients.
- Bugwolf facilitates the provision of a reward to Challenge Testers who identify bugs in an Application during a Challenge (Reward). Rewards are allocated based on Challenge Testers' individual performance.
- Bugwolf assembles reports for its Clients in the Bugwolf Platform specifying any Bugs identified in their Applications (Reports).
Bugwolf also makes the Bugwolf Platform available to its Clients, allowing them to:
- create and launch Challenges;
- invite and manage Project Testers and team member access;
- view, download and analyse Reports and videos;
- communicate with and manage Challenge Testers; and
- source, recruit and utilise their own testers to self-manage Challenges.
- We also make the Platform available to our Clients, allowing them to source, recruit and utilise their own testers, and to self-manage Challenges and conduct pilots with these testers.
Background – Bugdojo
- Bugdojo provides its Clients and software testers with access to a SaaS Platform and Desktop Video Capture Software (Bugdojo Platform) which utilises managed Projects described below (the Bugdojo Services) for the purpose of devising and conducting continuous regression testing of software, web applications, websites, mobile applications and other software, hardware, and products (Applications).
- Projects take the form of a list of test cases in which software testers on the Bugdojo Platform identify software errors, defects, and bugs including usability, functional, and user experience bugs in Client software (collectively, Bugs) in return for receiving payment based on their individual performance during a Project.
Projects are devised and conducted by the following means:
- Bugdojo recruits software testers who apply to participate in managed test Projects as members of the Bugdojo Platform (Project Testers). In doing so Bugdojo performs a number of checks, including performance testing (based on having them review sample test cases), interviews, and probity and background checks conducted by an independent third party.
- Bugdojo or Clients can create Projects by distributing test cases to Bugdojo's pool of Project Testers and organise test projects (Projects), where these Project Testers follow specific instructions for each test case and identify passes and fails in Applications submitted by Clients.
- Bugdojo facilitates the provision of payments to Project Testers in circumstances where they are eligible to receive Rewards.
- Bugdojo assembles reports for its Clients in the Bugdojo Platform specifying any Bugs identified in their Applications (Reports).
Bugdojo also makes the Bugdojo Platform available to its Clients, allowing them to:
- create and launch Projects,
- invite and manage Project Testers and team member access;
- view, download and analyse Reports and videos;
- source, recruit and utilise their own testers to self-manage Projects;
- connect third party tools; and
- leverage Bugdojo's application programming interface.
- These Terms of Service and Participation (Terms or Agreement) govern Challenge Testers', Project Testers' (collectively the Testers) and Clients' access to and use of the Bugwolf Platform and the Bugdojo Platform (collectively the Platforms), and participation in Challenges and Projects. Testers and Clients are collectively referred to as You or Users.
- You must agree to be bound by these Terms in order to access and use the Platforms and to participate in a Challenge or Project, whether as a Client or as a Tester. If you do not agree, you must not access or use the Platforms or participate in any Challenges or Projects. You may signify your agreement either by ticking the "I agree" checkbox when you sign up as a User or when these Terms are presented to You, or by Your continued access to or use of the Platforms or participation in a Challenge or Project or by receipt of the Services.
- These Terms contain a number of Sections, and these govern (i) our relationship with Clients and with Testers, (ii) their access to the Platforms, (iii) the conduct of Challenges and Projects and (iv) the allocation of Rewards for Challenges. The provisions in Section D apply generally, and the other Sections E to I apply to Clients, Testers, their access to the Platform, the conduct of Challenges and Projects, and the allocation of Rewards, as the case may be. To the extent of a conflict between a provision in Section D on the one hand, and any of Sections E to I in relation to the specific instance, the provisions of Section E to I (as the case may be) will prevail.
- These are the current Terms. They replace any other terms relating to the Platforms, Challenges, Projects and Services published on our websites before this date. We may at any time vary these Terms by publishing the varied Terms on our websites. You accept that by doing this, we have provided you with sufficient notice of the variation. Your continued access to or use of the Platforms or participation in a Challenge or Project or receipt of Services signifies your agreement to the variation.
- We reserve any rights not expressly granted in these Terms.
- Subject to these Terms and any Client Proposal, we grant you and you accept, a revocable, non-exclusive, non-transferable, non-sublicensable right, on the terms and conditions in these Terms, to access and use the Platforms for the purposes of your participation in Challenges and Projects, whether as a Client whose Application is to be tested, or as a Tester. You must not access or use the Platforms for any other purpose.
- We may vary the terms on which access to the Platforms is granted at any time, including by imposing further terms or limitations (including as to the number of users or volume of use or transactions) as we see fit.
- We may revoke or suspend your rights to access or use the Platforms in our absolute discretion for any reason, including for breach by you or any of your authorised users of the terms and conditions in these Terms or a Client Proposal. We will ordinarily advise you of any suspension or revocation however we are under no obligation to do so.
You acknowledge and accept that the Platforms may be:
- hosted by the Group or utilising a third-party cloud-based hosting provider; and
- managed and supported exclusively by the Group or utilising a third-party cloud-based hosting provider.
- The Group reserves the right to upgrade, maintain, tune, backup, alter, add or remove features from, redesign, improve or otherwise alter the Platforms.
Access & Use of Platform
You acknowledge and agree that:
- Although the Group will use reasonable efforts to ensure the Platforms are available 24 hours a day, 7 days per week, the Platforms may become unavailable from time to time for scheduled downtime or as a result of events beyond our reasonable control. The Group will endeavour to ensure that scheduled downtime does not occur during a Challenge or Project. In the case of downtime for reasons outside of the Group's reasonable control, the Group will use commercially reasonable efforts to overcome such circumstances or mitigate their effects, and resume full operation as soon as reasonably possible after the circumstances end;
- the Group accepts no responsibility for ongoing access to the Platforms; and
access and use the Platforms for lawful purposes only and not copy, reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-licence or otherwise deal in the Platforms except:
- as expressly provided for in the Client Proposal; or
- to the extent expressly permitted by any law or treaty that is in force in the Australia where that law or treaty cannot be excluded, restricted or modified by these Terms;
- not use the Platforms in a manner, nor permit the transmission, inputting or storage of any data, that infringes any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, defamatory, obscene, harassing, threatening, misleading, or unlawful in any way;
- take all reasonable precautions to ensure that your means of access to the Platforms are protected at all times from misuse, damage, destruction or any form of unauthorised access, use, copying or disclosure;
- not transfer, assign or otherwise deal with or grant a security interest in your rights under these Terms (including your right to access the Platforms) to any person;
- not grant a sublicence to any person to access or use the Platforms;
- the Group's ownership of (including the Intellectual Property Rights in) the Platforms; or
- the validity of those Intellectual Property Rights; and
- notify the Group in writing immediately (giving reasonable detail) after you become aware of any circumstance which may suggest that any person may have unauthorised knowledge, access to or use of the Platforms.
- access and use the Platforms for lawful purposes only and not copy, reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-licence or otherwise deal in the Platforms except:
- You agree 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.
- The Group may introduce new services with corresponding Fees by giving you written notice of their availability and applicability.
- A Tax Invoice must be issued for any payment pursuant to these Terms or a Client Proposal for which GST applies. Where a payment is received prior to the issue of a Tax Invoice such as in the case of certain credit card payments, a receipt will be issued which will also satisfy the requirements for a Tax Invoice under the GST Act.
- Unless otherwise agreed in writing or specified in the invoice, payment of an amount invoiced by a member of the Group is due within 5 Business Days after the date of the relevant Tax Invoice.
- If you dispute any part of our invoice, you must notify the relevant Group member in writing of the dispute (giving reasonable detail) within the time for payment of the invoice, and pay that Group member the undisputed portion of the invoice within the same time frame.
- Overdue Tax Invoices shall accrue interest at the rate of 1.5% per month, or the maximum rate of interest prescribed by law (whichever is lower).
- If you wish to obtain a credit account from a member of the Group you must separately complete and submit to the applicable Group member a completed credit application form. The Group reserves the right to accept or reject any credit application, and if we accept it, such acceptance may be conditional. The Group may also withdraw credit at any time and for any (or no) reason.
- Unless the Group has otherwise agreed in writing, all transactions are processed in Australian dollars and conversion rates may apply for foreign currencies.
- If GST is payable by a supplier (or by the representative member for a GST group of which the supplier is a member) on any supply made under or in relation to this document, the recipient must pay to the supplier an amount (GST Amount) equal to the GST payable on the supply. The GST Amount is payable by the recipient in addition to and at the same time as the net consideration for the supply. If a party is required to make any payment or reimbursement, that payment or reimbursement must be reduced by the amount of any input tax credits or reduced input tax credits to which the other party (or the representative member for a GST group of which it is a member) is entitled for any acquisition relating to that payment or reimbursement. This clause is subject to any other specific agreement regarding the payment of GST on supplies.
- You agree to provide 30 days written notice for cancellations.
Intellectual Property Rights:
- You acknowledge and agree that the Group is the owner of the Platforms and all Intellectual Property Rights comprised in them.
You irrevocably agree that you will not:
- copy any part of the Platforms or the Services or functionality that they provide for your own commercial purposes or for the benefit of any other person; or
- directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platforms or any documentation associated with them.
- The name and trade mark ‘Bugwolf’, 'Bugdojo', the Bugwolf and Bugdojo logos are the Group's trade marks. Other trade marks that may appear on the Platforms are the property of our respective licensors and are used under licence.
- The Group may use software and other proprietary systems and Intellectual Property Rights for which the Group has appropriate authority to use, and you irrevocably agree that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.
You must not:
- use the Group's Intellectual Property Rights (or third party software and proprietary systems and Intellectual Property Rights licensed to the Group) in any way that prejudices or adversely affects the registration of the Intellectual Property Rights or any part of the Intellectual Property Rights, or any of the other party's rights in those Intellectual Property Rights;
- take, or assist any other person directly or indirectly to take, action which may invalidate, prejudice or impair any of the other party's rights in such Intellectual Property Rights; or
- contest, challenge or oppose registration or support any application to expunge or require any disclaimer concerning such Intellectual Property Rights or assist any other person to do so.
Each party as a recipient of Confidential Information (Recipient) acknowledges and agrees that:
- The Confidential Information is secret, confidential and valuable to the other party (Discloser);
- It owes an obligation to the Discloser to maintain the confidentiality of the Confidential Information;
- It will only use the Confidential Information for the purposes contemplated by these Terms and any Client Proposal;
- It will take reasonable steps to keep all of the Confidential Information confidential and maintain its confidentiality;
- It will not without the Discloser's consent or as permitted in these Terms or a Client Proposal, disclose, release or make available the Confidential Information to a third party;
- It will upon request by the Discloser, return or destroy the Confidential Information (at the Discloser's option), and certify having done so if required.
- All Intellectual Property Rights in the Confidential Information remain vested in the Discloser and disclosure of the Confidential Information by the Discloser does not in any way transfer or assign any rights or interests in the Intellectual Property Rights to the Recipient.
The Recipient must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
- Any actual, suspected, likely or threatened breach by it of clause D.10.1;
- Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
- Any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
The Recipient 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:
- Any actual, suspected, likely or threatened breach of a term of these Terms; or
- 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.
Paragraph D.10.1 will not apply or will cease to apply to any information that:
- was in the public domain at the date the information was provided to the Recipient, or subsequently enters the public domain through no fault of the Recipient;
- was in the possession of the Recipient prior to receiving it from the Discloser, or subsequently came into the Recipient's possession from a third party, without any obligation of confidentiality and without any breach of an obligation of confidence; or
- the Recipient is obliged by applicable law or the rules of a recognised stock exchange to disclose, provided that it has first advised the Discloser of this obligation, has allowed the Discloser reasonable time to avoid the disclosure having to be made, and has given the Discloser such assistance (at the Discloser’s cost) as the Discloser reasonably requests in doing so.
- Each party as a recipient of Confidential Information (Recipient) acknowledges and agrees that:
- The User agrees that it accesses and uses the Platforms and participates in Challenges and Projects at its own risk.
- Each User acknowledges that the Group is not responsible for the conduct or activities of any other User and that the Group is not liable for such under any circumstances.
- The Group makes no representation or warranty to any User (unless expressly stated in these Terms or any Client Proposal), as to the merchantability, reliability, security, fitness for any purpose, utility or freedom from error or defect of the Platforms or any Challenge or Project. The User acknowledges and agrees that it has conducted its own enquiries and satisfied itself as to whether or not the Platforms or any Challenge or Project meets its needs.
- The User agrees to indemnify the Group for any loss, damage, liability cost or expense that the Group may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platforms, including any breach by the User of these Terms or any Client Proposal.
Subject to paragraph D.12,
- subject to sub-paragraph D.11.5(b), each Group member's liability under these Terms will be the amount paid or payable to that Group member under these Terms or a Client Proposal in respect of the Challenge or Project in respect of which the liability arose;
- No Group member will be liable to the User or any other person for any loss, not arising naturally (that is according to the usual course of things), from the relevant breach or act or omission, or any direct, indirect, incidental or consequential damages, economic loss, or business interruption, loss or corruption of data, or loss of revenue, profits, goodwill, contracts, bargain or opportunity, loss of anticipated savings, or any other similar or analogous loss arising directly or indirectly from these Terms, any Client Proposal, the registration or otherwise of any person as a Tester, any Challenge, Project, the Platforms, or the User’s access to, or use of, or inability to use the Platforms or otherwise in connection with any Challenge or Project, regardless of the legal theory on which such claim may be based, including whether based on contract, tort, in equity or any other legal theory, and whether or not that Group member knew or should have known of the possibility of such loss or damage.
Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories whose exclusion, restriction or modification may not be permitted (non-excludable provisions). Apart from those non-excludable provisions, the Group and the Group'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 extent permitted by law. To the extent permitted by law, each Group member's liability for breach of any non-excludable provision is restricted, at that Group member's option to:
- the re-supply of Services or payment of the cost of re-supply of Services; or
- the replacement or repair of goods or payment of the cost of replacement or repair.
Liability of other Group members
- Notwithstanding, any provision in these Terms, you acknowledge and agree that no Group member will be liable for any breach of these Terms by, or any act omission of, the other Group member.
- Without limiting any right that a Group member may have to suspend the operation of or to suspend or remove access to the Platforms, or to suspend or end any Challenge or Project, a Group member may terminate the Agreement under these Terms at any time by giving written notice to you, if the Group member becomes aware of any breach of these Terms or a Client Proposal by you.
- Expiry or termination of the 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 the Agreement up to the date of expiry or termination.
- Expiry or termination of the Agreement will not affect any provision of the Agreement which are expressly or by implication intended to survive, come into or continue in force on or after such termination.
All disputes shall be handled in accordance with the following process:
Notification. If there is a dispute between the parties relating to or arising out of these Terms, then a party may commence the dispute resolution process by delivering a written notice on the other party(ies) which must include the following:
- a statement that it is a notice under paragraph D.15 of these Terms;
- the facts relied upon in support of the claim, in sufficient detail to permit verification or assessment of the claim;
- the technical and legal basis for the claim, whether based on a term of an agreement or otherwise, and if based on a term of an agreement, clearly identifying the specific term;
- details of any amounts claimed and how those amounts have been calculated or claimed; and
- details of any other relief sought,
- Discussion Within 5 Business Days of a party issuing a Notice of Dispute, senior representatives from each party must meet (or discuss directly via the telephone or internet) and use reasonable endeavours acting in good faith to resolve the dispute by joint discussions;
- Senior Executive Discussion: If the dispute between the parties relating to or arising out of these Terms is not resolved within 5 Business Days of a party issuing a Notice of Dispute under the previous paragraph, the chief executive of each party (or, if such persons are unavailable, a person of equivalent seniority and experience, or in the case of an individual party, that party or their representative) (Senior Executives) must meet within 10 Business Days after the Notice of Dispute being served (or such later date as the parties may agree), and use reasonable endeavours acting in good faith to resolve the dispute by joint discussions within 10 Business Days.
- Mediation. If the dispute between the parties relating to or arising out of this these Terms is not resolved within 20 Business Days after the issue of the Notice of Dispute, 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, the cost of which will be borne equally by you and the applicable Group member. Any mediation will be held in Melbourne, Australia; and
- Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of these Terms 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.
- Notification. If there is a dispute between the parties relating to or arising out of these Terms, then a party may commence the dispute resolution process by delivering a written notice on the other party(ies) which must include the following:
- All disputes shall be handled in accordance with the following process:
Electronic Communication, Amendment and Assignment
- The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning as in that Act.
- The User can direct notices, enquiries, complaints and other communications to Bugwolf at its contact details as set out in these Terms or on the "Contact" pages of the Bugwolf website at https://bugwolf.com/contact and can direct notices, enquiries, complaints and other communications to Bugdojo at its contact details as set out in these Terms or on the "Contact" pages of the Bugdojo website at https://bugdojo.com/contact/. The Group will notify the User of a change of details from time-to-time. The User's details for the receipt of notices and other communications will be as set out in the User's registration (in the case of Users registered as Testers) or the Client Proposal (in the case of Users registered as Clients). Users can update their details by either updating their registration details or notifying the Group of the change in accordance with the Client Proposal. It is your responsibility to make sure at all times that your contact details are accurate, complete, and up to date.
- A consent, notice or other communication is effective if it is sent as an electronic communication (unless required to be physically delivered under law). Any notice is effective for the purposes of this document upon delivery to the recipient or production to the sender of a facsimile transmittal confirmation report before 4.00 pm local time on a day in the place in or to which the written notice is delivered or sent or otherwise at 9.00 am on the next day following delivery or receipt.
- The User may not assign or otherwise create an interest in this Agreement.
- A Group member may assign or otherwise create an interest in its rights under these Terms. If it does so it will give written notice to the User.
- This document contains the current Terms. The Group may amend these Terms at any time by publishing the amended Terms on the Bugwolf and Bugdojo websites. The Group will notify you of the fact that amended terms have been published on our websites as and when this occurs. This may occur via an e-mail or text message, or a message on the website, or other electronic means. You accept that by doing this, the Group has provided you with sufficient notice of the amendment.
- Special Conditions. The parties may agree to any special conditions in writing. Any special conditions must be signed by both parties. If there is any inconsistency between these Terms and any special conditions, the special conditions will prevail to the extent of the inconsistency. The special conditions may only be varied by a written agreement signed by the relevant parties.
- Waiver. Any failure by any party to exercise any right under this document does not operate as a waiver and the single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.
- Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms and the transaction facilitated by it.
- Governing Law. These Terms are governed by the laws of Victoria, Australia. Each of the parties hereby irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there.
- Third parties. This document confers rights only upon a person expressed to be a party, and not upon any other person.
- Precontractual negotiation. This document and the Client Proposal: (a) expresses and incorporates the entire agreement between the parties in relation to its subject matter, and all the terms of that agreement; and (b) supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the parties in relation to that subject matter or any term of that agreement.
- Severability. Any provision of this document which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this document or the validity of that provision in any other jurisdiction.
The following definitions apply in these Terms:
- Agreement means these Terms.
- 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.
- Client means a client of Bugwolf or Bugdojo.
- Client Proposal means a written Client proposal outlining the scope of the Services to be provided and associated fees signed by the applicable Group member and the Client governing the engagement by the Client of that Group member to provide the Services and access to the Platforms.
Confidential Information of a party (the Discloser) 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 or relating to the Discloser that is disclosed to or learned by the other party (the Recipient), including:
- technical or non-technical information, data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;
- business and marketing plans and projections, details of agreements and arrangements with third parties, and Client and supplier information and lists, and other information providing commercial advantage;
- financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;
- information concerning any employee, customer, client, contractor, supplier or agent of the Discloser;
- information which if disclosed may be detrimental to the Discloser's goodwill, reputation, standing or commercial best interests;
- The Discloser's policies and procedures;
- Information about the Platform, the Application, the Challenges and Projects and these Terms,
but excludes information that the Recipient can establish was at the time of initial disclosure or subsequently becomes:
- known by or in the Recipient's possession or control (other than through a breach of any obligation of confidentiality) and is not subject to any obligation of confidence; or
- is in the public domain other than by a breach of this document or any obligations of confidence.
- Fees mean the fees and charges notified by the Group in writing (including via the Platforms) for the provision of the Services, access to or use of the Platforms or participation in Challenges, Projects or other services from time to time.
- GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act).
Intellectual Property Rights means any intellectual property rights subsisting anywhere in the world, including:
- rights in relation to: copyright (registered or unregistered); inventions (including patents, innovation patents and utility models); Confidential Information, technical information and know-how; registered and unregistered designs; registered and unregistered trade marks; and circuit layout rights, topography rights, and rights in databases;
- any similar rights resulting from intellectual activity in the industrial, commercial, scientific, literary or artistic fields which subsist or may at any time subsist, including any Moral Rights;
- any application and the right to apply for registration for any of the above; and
- any right of action against any party in connection with any of the above;
- Moral Rights means any moral rights including the rights described in Part IX of the Copyright Act 1968 (Cth) (as amended and revised from time to time), or other analogous rights arising under any statute, that exist or that may come to exist, anywhere in the world.
- Reports has the meaning given to it in paragraphs B.3.4 and C.3.4, as applicable.
- Reward means a payment received by Testers pursuant to paragraph I.
- Services means the Bugwolf Services and the Bugdojo Services, as the case may be.
- Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
In these Terms, unless the context requires otherwise:
- clause and subclause headings are for reference purposes only;
- the singular includes the plural and vice versa;
- words denoting any gender include all genders;
- a reference to a person includes any other entity recognised by law and vice versa;
- where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
- any reference to a party to this document includes its successors and permitted assigns;
- any reference to any agreement or document includes that agreement or document as amended at any time;
- the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it;
- the expression at any time includes reference to past, present and future time and performing any action from time to time;
- a reference to an exhibit, annexure, attachment or schedule is a reference to the corresponding exhibit, annexure, attachment or schedule in this document;
- a reference to a clause described, prefaced or qualified by the name, heading or caption of a clause, subclause, paragraph, schedule, item, annexure, exhibit or attachment in this document means a cross reference to that clause, subclause, paragraph, schedule, item, annexure, exhibit or attachment;
- when a thing is required to be done or money is required to be paid under this document on a day which is not a Business Day, the thing must be done and the money paid on the immediately preceding Business Day; and
- a reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated.
- 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.
Each Client agrees and warrants that:
- In order for a Challenge or Project to be conducted you will be required to enter into and agree to the terms of a Client Proposal. The Client Proposal with respect to a Challenge or Project will constitute a separate contract comprising the terms and conditions of the Client Proposal specific to that Challenge or Project, the Challenge Terms (if applicable), the Project Terms (if applicable) and these Terms (current as at the date of the Client Proposal). To the extent of any inconsistency between the three documents referred to in the previous sentence, the one first appearing will prevail.
Subject to the terms and conditions in the Client Proposal, the Challenge Terms (if applicable) and the Project Terms (if applicable), the Client authorises the Group and each Tester to:
- test the Application;
- probe hardware which hosts the software for the Application;
- subject the Application to and any hardware on which the Application may be resident to various probes, exploits and routines, in respect of some of which the Application may not have been designed.
- The Group and the Client are independent contractors and neither is an employee, partner, joint venturer or agent of the other;
- The Testers are not authorised to hold themselves out as agents for, or as being authorised to bind the Group or the Client in any way (provided that this acknowledgement will not apply to the Client in relation to a Tester that is in fact an employee of the Client);
The Client must not:
- hold itself out as an agent of the Group or as having any authority to bind the Group; or
- incur any obligations or liabilities or make any representation on behalf of the Group unless we expressly direct the Client to do so in writing.
- The Client grants the Group a royalty free licence to use any logos in any form, media or technology for the purpose of promoting or marketing the Platforms and performing the Services; and
- The Client acknowledges and agrees that its right to use the Platforms under these Terms, is subject to the payment of all Fees.
The Client acknowledges and accepts that:
Some of the techniques used by the Group and Testers may increase the load on the hardware hosting software, which can result in:
- degraded service on that hardware;
- the hardware to crash or fail;
- data loss;
- increased data usage.
- The Group and Testers may not be able to identify any bug, or every bug within an Application, and the Group makes no representation and gives no warranty that the Group or any Tester can or will do so;
- Although the Group takes reasonable steps to check and confirm the skills, training and experience, and bona fides of Testers during our recruitment processes and on an ongoing basis, and the Group will take reasonable steps to enforce these Terms and the terms of any Challenge Terms or Project Terms against them, the Group cannot and does not guarantee that the Testers possess the skills, training or experience they represent that they have, or that the Group can necessarily eliminate the risk of inappropriate behaviour by them;
- The Platforms should only be used in a non-production or test environment to prevent interruption or impact on the Application, your software or your hardware;
- You must retain backups of all software and data which is subject to our Platforms or otherwise used in connection with a Challenge or Project;
- You must ensure that the Application does not contain any virus, trojan or other malicious code;
- Your access to any use of the Platforms, and your submission of any Application to and your participation in any Challenge or Project is entirely at your risk;
- Some of the techniques used by the Group and Testers may produce unintended consequences with regard to your Applications and this may result in incidental embedding of code or other programs in the Applications;
- The Testers used to provide the Services are independent contractors and are not employees of the Group, and such Testers may be located in countries other than Australia when providing the Services;
- You will not solely rely on any Report generated by the Group as to the adequacy of your information system security to address shortcomings in your Applications;
- The Group will not be liable for any loss arising from any automated or non-automated attacks on your information systems or Applications, irrespective of whether or not the vulnerability exploited in such an attack was identified or could have identified as a result of the provision of the Services;
- Penetration and vulnerability testing or security testing is conducted in a test environment and that any Report generated by the Group as to the adequacy of your information system security will only represent a reasonable measure of system vulnerability and not an exhaustive account of all system vulnerabilities; and
- In performing any Services, the Group relies on the information provided by you and that, if any information given by you to the Group is inaccurate, incomplete, false or misleading (including by omission), this may adversely affect the Group's ability to perform those Services and the accuracy of any Report generated by the Group.
- Some of the techniques used by the Group and Testers may increase the load on the hardware hosting software, which can result in:
- You irrevocably agree that the matters you acknowledge in paragraph E 4 are not a defect in service or a breach of these Terms, and you accept your participation in the Challenge or Project, your access to and use of the Platforms, and the Services and deliverables the Group provides, on that basis.
Fees. The Fees payable by each Client will include one or more of the following:
- A Platform Licence Fee; and
- A Service Fee.
- Your continued right to access the Platforms, participate in Challenges or Projects, and receive any of our services or deliverables is subject to your prompt payment of those Fees, and your compliance with the terms and conditions of the Client Proposal including these Terms.
- Each Client agrees and warrants that:
- Only persons meeting our eligibility criteria (as published on our website from time to time) can register as Testers.
- We may set criteria that Testers must meet in order to be eligible to participate in a particular Challenge or Project or to participate in Challenges or Projects for a particular Client. Any person that does not meet those eligibility requirements for a Challenge or Project must not register as a Tester or participate in the applicable Challenge or Project.
Each Tester agrees and warrants that:
- You are an independent contractor to the applicable Group member and that you are not an employee, partner, joint venturer or agent of that Group member;
- Your registration as a Tester and your participation in a Challenge or Project will not cause you to breach any obligation by which you are bound (including under any applicable law, or any employment or other contract with a third party, or the order of any Court);
- You hold the necessary skills, training and experience to participate as a Tester and conduct acceptance testing activities;
- The information provided to the Group by the Tester at the time of registration was true, accurate, complete and up to date, and you have carefully checked and updated that information prior to registering for participation in each Challenge or Project and it is true, accurate, complete and up to date as at the date of participation in that Challenge or Project;
- You will promptly notify the Group of any of your details, including any details relating to your eligibility to remain registered as a Tester, or to participate in a particular Challenge or Project, changes;
- Except as set out in clause D.8.9 in respect of GST, you will bear all taxes, duties and charges (including income tax, payroll tax, fringe benefits tax, superannuation guarantee surcharge, stamp duty, long service leave levy and other tax, levy import, deduction, tax, concession, fee, charge, withholding plus any interest, penalty, charge fee or other amounts payable in respect thereof, and charges imposed or levied in Australia or overseas in connection with your participation in Challenges or Projects, or these Terms), and these will not cause any increase to the amount of any Reward or other payment for your Services..
You must not:
- hold yourself out as an agent of the Group or as having any authority to bind the Group; or
- incur any obligations or liabilities or make any representation on behalf of the Group unless we expressly direct you to do so in writing.
Each Tester acknowledges and agrees that:
- the Group may amend these Terms or any Challenge Terms or Project Terms from time to time at our absolute discretion (changes to Challenge Terms or Project Terms will be in accordance with paragraphs G.8 or H.7, respectively);
- the Group may suspend or cancel your registration as a Tester for any reason and at any time;
- the Group has the right to cancel or suspend, or change the means or manner or times of access to the Platforms for any Tester or generally, at any time in our absolute discretion and without notice;
- the Group has the right to cancel or suspend the registration of any Tester, or their eligibility to participate in any Challenges or Projects at any time in our absolute discretion and without notice;
- Your Participation in any Challenge or Project is at your own risk and at your own expense;
- You must not introduce any virus, Trojan or other malicious code on to the Platforms or any Application, or any of the Group's or any Client's equipment or systems;
- You must provide your own computer hardware, software, and telecommunications and other facilities required for you to access the Platforms and participate in any Challenge or Project; and
- the Group does not promise that your access to or use of the Platforms, or to an Application during any Challenge or Project will not damage your computer hardware, software or data.
Additional Confidentiality undertakings. Each Tester irrevocably acknowledges, agrees and warrants that:
Any information that you learn or have access to while accessing the Platforms or an Application, or participating in a Challenge or Project, is Confidential Information and the valuable property of the Group and/or the Client. This includes:
- the Platforms themselves and means of access, the Challenges, the Challenge Terms, the Project Terms, the Projects, Reports and the Rewards, any bugs and the existence of any bugs;
- The Application, including its features and purpose and the fact that it has been subjected to a Challenge or Projects;
- Anything arising from a Challenge or Project or your participation in it, including source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the Tester or any other person with respect to the Platforms or the Application;
- The identity of the Client and the fact that they submitted the Application for a Challenge or Project, as well as any data owned, controlled by, or residing on any hardware owned, controlled or operated by or on behalf of a Client;
- You will use Confidential Information solely for the purposes of a Challenge or Project and only to the extent necessary for your participation in that Challenge or Project;
- You will, if the Client reasonably requires it in relation to a Challenge or Project or your participation in them, sign a confidentiality agreement in favour of the Client in a form required by the Client;
- You will promptly disclose to the Group full, accurate and complete details any bugs that you identify or suspect exist in an Application or the Platforms, whether you identify them during a Challenge or Project or at any other time;
- Any breach or threatened breach of an obligation under these Terms with respect to Intellectual Property Rights or Confidential Information may cause the Group or the Client immediate and irreparable harm for which damages alone may not be an adequate remedy; and
- Consequently the Group or the Client has the right, in addition to other remedies available to them at law or in equity, to seek injunctive relief against your (and your agents, assigns, employees, officers and directors, personally) or to compel specific performance of their obligations with respect to Intellectual Property Rights or Confidential Information (including paragraphs D.9, D.10, F.5, F.6, and F.7).
- Any information that you learn or have access to while accessing the Platforms or an Application, or participating in a Challenge or Project, is Confidential Information and the valuable property of the Group and/or the Client. This includes:
- Assignment of Intellectual Property Rights: In return for the Group permitting the Tester to participate in any Challenge or Project, the Tester hereby irrevocably and unconditionally assigns to the applicable Group member all current and any future rights, including Intellectual Property Rights that the Tester has created or may create in participating in any Challenge or Project or performing their role as a Tester for that Group member (including, without limitation, the Intellectual Property Rights in Reports. The Tester irrevocably agrees to sign any further or other documents that may be necessary to complete or perfect that assignment, or permit that Group member to be registered as the owner of, such rights.
- Moral Rights: To the extent that a Tester may have any Moral Rights in any of the works created by the Tester as a result of the Tester's participation in a Challenge or Project, or in performing their role as a Tester, the Tester expressly and unconditionally consents to any act or omission by the Group and/or the Group's Clients (or its or their assignees or licensees at any level) that would, but for this consent, infringe such Moral Rights in those works.
- To the extent that a Tester participates in Challenges, that Tester may be paid in accordance with section I.1.
- To the extent that a Tester participates in Projects, that Tester may be paid in accordance with section I.2.
- Where possible, Testers must provide us with either:
- a valid ABN (Australian Business Number); or
- a Statement by Supplier form (as issued by the Australian Taxation Office) duly completed by the Tester, specifying why an ABN is not required (e.g. the activities were undertaken by the Tester as a hobby); or
- a written acknowledgement by the Tester that any payment paid to the Tester will be subject to withholding tax (which we may withhold and remit to the appropriate taxing authorities).
- If a Tester does not provide us with any of the materials listed in clause 8.3 the Tester agrees and acknowledges that we may be required to withhold an amount of the payment it would otherwise be eligible to receive under these Terms.
- Clients engage us to conduct Challenges to test their Application for bugs. In collaboration with the Client, we or the Client will set up the Challenge on the Bugwolf Platform.
Bugwolf will set out the operational terms relevant to each Challenge (Challenge Terms) which may include the following:
- the start and end dates and times applicable to the Challenge;
- the Application to be tested;
- the types of bugs to be reported;
- the types of technology to be tested;
- a guide to the Reward that may be payable in relation to any Challenge, including any maximum Reward pool;
- any specific goals that apply to the Challenge;
- the specific criteria that Testers must meet in order to be eligible to participate in the Challenge; and
- any specific terms or conditions that will apply to the Challenge.
- A Challenge is a game of skill. Bugwolf will appoint a judge or a judging panel to review the results of your participation in any Challenge and judge the outcome based on a number of objective criteria as described in the Challenge Terms, to determine the allocation of Rewards. Chance plays no part in the termination of the allocation of Rewards. All judging decisions are as determined by the judges, in their absolute discretion.
- The Challenge Terms incorporate these Terms by reference. To the extent that there is a conflict between these Terms and the Challenge Terms, the Challenge Terms will prevail.
- Parties (including Challenge Testers) participating in a Challenge must strictly comply with these Terms of Service and the Challenge Terms.
- Bugwolf may cease, suspend or discontinue a Challenge at any time and for any reason, and may or may not continue or recommence such Challenge at any time without any liability to any person.
- Bugwolf may exclude any person from participation in a Challenge or disqualify them from being awarded any Reward, if Bugwolf has any reason to suspect that the person is not complying with the Challenge Terms or these Terms.
- Bugwolf may amend the Challenge Terms at any time prior to the commencement of the Challenge to which they relate, or during any suspension under paragraph G.6.
- Clients engage us to conduct Projects to test their Application for bugs. In collaboration with the Client, we or the Client will set up the Project on the Bugdojo Platform.
- Bugdojo will set out the operational terms relevant to each Project (Project Terms) which may include the following:
- the start and end dates and times applicable to the Project;
- the Application to be tested;
- the types of bugs to be reported;
- the types of technology to be tested;
- a guide to the Reward that may be payable in relation to any test case in a Project;
- any specific instructions that apply to each test case in the Project;
- the specific criteria that Testers must meet in order to be eligible to participate in the Project; and
- any specific terms or conditions that will apply to the Project.
- The Project Terms incorporate these Terms by reference. To the extent that there is a conflict between these Terms and the Project Terms, the Project Terms will prevail.
Parties (including Project Testers) participating in a Project must strictly comply with these Terms of Service and the Project Terms.
- Bugdojo may cease, suspend or discontinue a Project at any time and for any reason, and may or may not continue or recommence such Project at any time without any liability to any person.
- Bugdojo may exclude any person from participation in a Project or disqualify them from being awarded any Reward, if Bugdojo has any reason to suspect that the person is not complying with the Project Terms or these Terms.
- Bugdojo may amend the Project Terms at any time prior to the commencement of the Project to which they relate, or during any suspension under paragraph H.5.
Rewards for Challenges
Subject to the Challenge Terms:
- Challenge Testers may be rewarded with points and leader board recognition based on their performance for each Challenge by reference to a number of objective criteria as described in the Challenge Terms; and
- a Reward pool may be allocated to a group of Testers participating in a Challenge who were able to identify bugs. The allocation of the Reward among that group will be based on individual performance by reference to the objective criteria referred to above.
- Bugwolf reserves the right to determine the final Reward allocation to any Challenge Tester (in its absolute discretion).
- Bugwolf may or the Client will notify each Challenge Tester within a reasonable time after the end of the Challenge, as to whether or not a Reward has been allocated to them for a Challenge, and if so, the amount of that Reward.
Rewards for Projects
Subject to the Project Terms:
- Project Testers may be rewarded a fixed amount per report generated as result of a test case completed during a Project.
- If a report generated pursuant to a test case is rejected by a Client, acting reasonably, within 72 hours of the Project Tester submitting that report, the Tester will not be entitled to receive any Reward for that report.
- Bugdojo reserves the right to determine the final Reward allocation to any Project Tester (in its absolute discretion).
- Bugdojo may or the Client will notify each Project Tester within a reasonable time after the end of the Project, as to whether or not a Reward has been allocated to them for a test case during that Project, and if so, the amount of that Reward.
Date of issue: 25th May 2018