1. Background

    1. Bugwolf Pty Ltd ACN 151 896 721 (Bugwolf, we or us) provides its clients with access to a SaaS Platform and Desktop Video Capture Software (Platform) which utilises managed test Challenges as described below (Services) for the purpose of devising and conducting user acceptance testing of software, web applications, websites, mobile applications and other software, hardware, and products (Applications).
    2. Managed test Challenges takes the form of a game, or a challenge, in which teams of software testers compete on the 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 test challenge and leaderboard recognition.
    3. Managed test Challenges are devised and conducted by the following means:
      1. we recruit software testers who apply to participate in Managed Test Challenges as members of our Platform (Testers). In doing so we perform 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;
      2. we assemble teams of Testers from our pool of Testers and organise test challenges (Challenges), where these teams of Testers compete against each other to identify Bugs in Applications submitted by Clients;
      3. we facilitate the provision of a reward to Testers who identify bugs in an Application during a Challenge (Reward). Rewards are allocated based on Testers' individual performance;
      4. we assemble a report for our Clients specifying any bugs identified in their Applications.
    4. 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.
  2. General Provisions

    1. These Terms of Service and Participation (Terms or Agreement) govern Testers' and Clients' access to and use of the Platform, and participation in Challenges. Testers and Clients are collectively referred to as You or Users.
    2. You must agree to be bound by these Terms in order to access and use the Platform and to participate in a Challenge, whether as a Client or as a Tester. If you do not agree, you must not access or use the Platform or participate in any Challenges. 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 Platform or participation in a Challenge or receipt of Services.
    3. These Terms contain a number of Sections, and these govern (i) our relationship with Clients and with Testers, (ii) their access to the Platform, (iii) the conduct of Challenges and (iv) the allocation of Rewards for Challenges. The General Provisions in Section B apply generally, and the other Sections C to F apply to Clients, Testers, their access to the Platform, the conduct of Challenges and the allocation of Rewards for Challenges, as the case may be. To the extent of a conflict between a provision in Section B on the one hand, and any of Sections C to F in relation to the specific instance, the provisions of Section C to F (as the case may be) will prevail.
    4. These are the current Terms. They replace any other terms relating to the Platform, Challenges and Services published on our website before this date. We may at any time vary these Terms by publishing the varied Terms on this website. You accept that by doing this, we have provided you with sufficient notice of the variation. Your continued access to or use of the Platform or participation in a Challenge or receipt of Services signifies your agreement to the variation.
    5. We reserve any rights not expressly granted in these Terms.
    6. The Platform
      1. Subject to these Terms and any Client Agreement, 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 Platform for the purposes of your participation in Challenges, whether as a Client whose Application is to be tested, or as a Tester. You must not access or use the Platform for any other purpose.
      2. We may vary the terms on which access to the Platform 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.
      3. We may revoke or suspend your rights to access or use the Platform 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 Agreement. We will ordinarily advise you of any suspension or revocation however we are under no obligation to do so.
      4. You acknowledge and accept that the Platform may be:
        1. hosted by Bugwolf or utilising a third-party cloud-based hosting provider; and
        2. managed and supported exclusively by Bugwolf or utilising a third-party cloud-based hosting provider.
        The Platform is not a stand-alone application and is not available to be installed ‘locally’ on the User’s systems, and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing by Bugwolf.
      5. Bugwolf reserves the right to upgrade, maintain, tune, backup, alter, add or remove features from, redesign, improve or otherwise alter the Platform.
    7. Access & Use of Platform

      You acknowledge and agree that:

      1. Although we will use reasonable efforts to ensure the Platform is available 24 hours a day, 7 days per week, the Platform may become unavailable from time to time for scheduled downtime or as a result of events beyond our reasonable control. We will endeavour to ensure that scheduled downtime does not occur during a Challenge. In the case of downtime for reasons outside of our reasonable control, we 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; and
      2. we accept no responsibility for ongoing access to the Platform.
      3. You must:
        1. access and use the Platform for lawful purposes only and not copy, reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-licence or otherwise deal in the Platform except:
          1. as expressly provided for in the Client Agreement; or
          2. 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;
        2. not use the Platform 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; and
        3. take all reasonable precautions to ensure that your means of access to the Platform are protected at all times from misuse, damage, destruction or any form of unauthorised access, use, copying or disclosure; and
        4. not transfer, assign or otherwise deal with or grant a security interest in our rights under these Terms (including its right to access the Platform) to any person;
        5. not grant a sublicence to any person to access or use the Platform;
        6. not challenge:
          1. our ownership of (including the Intellectual Property Rights in) the Platform; or
          2. the validity of those Intellectual Property Rights; and
        7. notify us 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 Platform.
    8. Fees:
      1. 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.
      2. We may introduce new services with corresponding Fees by giving you written notice of their availability and applicability.
      3. A Tax Invoice must be issued for any payment pursuant to these Terms or a Client Agreement 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.
      4. Unless otherwise agreed in writing or specified in the invoice, payment of an amount invoiced by Bugwolf is due within 5 Business Days after the date of the relevant Tax Invoice.
      5. If you dispute any part of our invoice, you must notify us in writing of the dispute (giving reasonable detail) within the time for payment of the invoice, and pay us the undisputed portion of the invoice within the same time frame.
      6. 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).
      7. If you wish to obtain a credit account from us you must separately complete and submit to us a completed credit application form. We reserve the right to accept or reject any credit application, and if we accept it, such acceptance may be conditional. We can also withdraw credit at any time and for any (or no) reason.
      8. Unless we have otherwise agreed in writing, all transactions are processed in Australian dollars and conversion rates may apply for foreign currencies.
      9. 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.
    9. Intellectual Property Rights:
      1. You acknowledge and agree that we are the owner of the Platform and all Intellectual Property Rights comprised in it.
      2. You irrevocably agree that you will not:
        1. Copy the any part of the Platform or the services or functionality that it provides for your own commercial purposes or for the benefit of any other person; or
        2. 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.
      3. The name and trade mark ‘Bugwolf’ and the Bugwolf logo are our trade marks. Other trade marks that may appear on the Platform are the property of our respective licensors and are used under licence.
      4. Bugwolf may use software and other proprietary systems and Intellectual Property Rights for which Bugwolf has appropriate authority to use, and you irrevocably agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.
      5. You must not:
        1. use the Bugwolf's Intellectual Property Rights (or third party software and proprietary systems and Intellectual Property Rights licensed to Bugwolf) 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 that Intellectual Property Rights;
        2. 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
        3. 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.
    10. Confidentiality:
      1. Each party as a recipient of Confidential Information (Recipient) acknowledges and agrees that:
        1. The Confidential Information is secret, confidential and valuable to the other party (Discloser);
        2. It owes an obligation to the Discloser to maintain the confidentiality of the Confidential Information;
        3. It will only use the Confidential Information for the purposes contemplated by these Terms and any Client Agreement;
        4. It will take reasonable steps to keep all of the Confidential Information confidential and maintain its confidentiality;
        5. It will not without the Discloser's consent or as permitted in these Terms or a Client Agreement, disclose, release or make available the Confidential Information to a third party;
        6. 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.
      2. 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.
      3. The Recipient must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
        1. Any actual, suspected, likely or threatened breach by it of clause B.10.1;
        2. Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
        3. Any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
      4. 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:
        1. Any actual, suspected, likely or threatened breach of a term of this Agreement; or
        2. 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.
      5. Paragraph B.10.1 will not apply or will cease to apply to any information that:
        1. 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;
        2. 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
        3. 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.
    11. Liability
      1. The User agrees that it accesses and uses the Platform and participates in Challenges at its own risk.
      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.
      3. Bugwolf makes no representation or warranty to any User (unless expressly stated in these Terms or any Client Agreement), as to the merchantability, reliability, security, fitness for any purpose, utility or freedom from error or defect of the Platform or any Challenge. The User acknowledges and agrees that it has conducted its own enquiries and satisfied itself as to whether or not the Platform or any Challenge meets its needs.
      4. The User agrees to indemnify Bugwolf for any loss, damage, liability 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 or any Client Agreement.
      5. Subject to paragraph B.12,
        1. subject to sub-paragraph B.11.5(b), Bugwolf's liability under this Agreement will be the amount paid or payable to Bugwolf under these Terms or a Client Agreement in respect of the Challenge in respect of which the liability arose;
        2. Bugwolf will not 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 Agreement, the registration or otherwise of any person as a Tester, any Challenge, the Platform, or the User’s access to, or use of, or inability to use the Platform or otherwise in connection with any Challenge, 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 Bugwolf knew or should have known of the possibility of such loss or damage
    12. 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, 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 extent permitted by law. To the extent permitted by law, Bugwolf’s liability for breach of any non-excludable provision is restricted, at Bugwolf’s option to:
      1. The re-supply of services or payment of the cost of re-supply of services; or
      2. The replacement or repair of goods or payment of the cost of replacement or repair.
    13. Termination
      1. Without limiting any right we may have to suspend the operation of or to suspend or remove access to the Platform, or to suspend or end any Challenge, Bugwolf may terminate the Agreement under these Terms at any time by giving written notice to you, if we become aware of any breach of these Terms or a Client Agreement by you.
      2. 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.
      3. 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.
    14. Disputes
      1. All disputes shall be handled in accordance with the following process:
        1. Notification. If there is a dispute between the parties relating to or arising out of the Agreement, then either party may commence the dispute resolution process by delivering a written notice on the other party which must include the following:
          1. a statement that it is a notice under paragraph B.14 of these Terms;
          2. the facts relied upon in support of the claim, in sufficient detail to permit verification or assessment of the claim;
          3. 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;
          4. details of any amounts claimed and how those amounts have been calculated or claimed; and
          5. details of any other relief sought,
          (Notice of Dispute);
        2. 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;
        3. Senior Executive Discussion: If the dispute between the parties relating to or arising out of this Agreement 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.
        4. Mediation. If the dispute between the parties relating to or arising out of this Agreement 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 us; and
        5. 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.
    15. Electronic Communication, Amendment and Assignment
      1. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning as in that Act.
      2. 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. Bugwolf 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 Agreement (in the case of Users registered as Clients). Users can update their details by either updating their registration details or notifying Bugwolf of the Change in accordance with the Client Agreement. It is your responsibility to make sure at all times that your contact details are accurate, complete, and up to date.
      3. 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.
      4. The User may not assign or otherwise create an interest in this Agreement.
      5. Bugwolf may assign or otherwise create an interest in its rights under this Agreement. If it does so it will give written notice to the User.
      6. This document contains the current Terms. We may amend these Terms at any time by publishing the amended Terms on our website. We will notify you of the fact that amended terms have been published on our website 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, Bugwolf has provided you with sufficient notice of the amendment.
    16. General
      1. 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 both parties.
      2. 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.
      3. 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.
      4. Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there.
      5. Third parties. This document confers rights only upon a person expressed to be a party, and not upon any other person.
      6. Precontractual negotiation. This document: (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.
      7. 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.
    17. Interpretation

      The following definitions apply in these Terms:

      1. Agreement means these Terms.
      2. 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.
      3. Client Agreement means a written client services agreement signed by Bugwolf and the Client governing the engagement by the Client of Bugwolf to provide access to the Platform.
      4. Company means Bugwolf Pty Ltd ACN 151 896 721.
      5. 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:
        1. 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;
        2. 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;
        3. financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;
        4. information concerning any employee, customer, client, contractor, supplier or agent of the Discloser;
        5. information which if disclosed may be detrimental to the Discloser's goodwill, reputation, standing or commercial best interests;
        6. The Discloser's policies and procedures;
        7. Information about the Platform, the Application, the Challenges and this Agreement,

        but excludes information that the Recipient can establish was at the time of initial disclosure or subsequently becomes:

        1. 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
        2. is in the public domain other than by a breach of this document or any obligations of confidence.
      6. Fees mean the fees and charges notified by Bugwolf in writing (including via the Platform) for access to or use of the Platform or participation in Challenges r other services from time to time.
      7. GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act).
      8. Intellectual Property Rights means any intellectual property rights subsisting anywhere in the world, including:
        1. 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;
        2. 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;
        3. any application and the right to apply for registration for any of the above; and
        4. any right of action against any party in connection with any of the above;
      9. 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;
      10. Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
    18. In this Agreement, unless the context requires otherwise:
      1. clause and subclause headings are for reference purposes only;
      2. the singular includes the plural and vice versa;
      3. words denoting any gender include all genders;
      4. a reference to a person includes any other entity recognised by law and vice versa;
      5. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
      6. any reference to a party to this document includes its successors and permitted assigns;
      7. any reference to any agreement or document includes that agreement or document as amended at any time;
      8. the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it;
      9. the expression at any time includes reference to past, present and future time and performing any action from time to time;
      10. a reference to an exhibit, annexure, attachment or schedule is a reference to the corresponding exhibit, annexure, attachment or schedule in this document;
      11. 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;
      12. 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
      13. 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.
      14. 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.
  3. Clients

    1. Each Client agrees and warrants that:
      1. In order for a Challenge to be conducted you and we will be required to enter into a Client Agreement. The Client Agreement with respect to a Challenge will constitute a separate contract comprising the terms and conditions of the Client Agreement specific to that Challenge, the Challenge Terms and these Terms (current as at the date of the Client Agreement). To the extent of any inconsistency between the three documents referred to in the previous sentence, the one first appearing will prevail.
      2. Subject to the terms and conditions in the Client Agreement and the Challenge Terms, the Client authorises Bugwolf and each Tester to:
        1. test the Application;
        2. probe hardware which hosts the software for the Application;
        3. 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.
      3. Bugwolf and the Client are independent contractors and neither is an employee, partner, joint venturer or agent of the other;
      4. The Testers are not authorised to hold themselves out as agents for, or as being authorised to bind Bugwolf 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);
      5. Your participation in any Challenge and your access to and use of the Platform is entirely at your own cost and risk;
      6. The Client must not:
        1. hold itself out as an agent of Bugwolf or as having any authority to bind Bugwolf; or
        2. incur any obligations or liabilities or make any representation on behalf of Bugwolf unless we expressly direct the Client to do so in writing.
    2. The Client 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
    3. The Client acknowledges and agrees that its right to use the Platform under this Agreement, is subject to the payment of all Fees.
    4. The Client acknowledges and accepts that:
      1. Some of the techniques used by Bugwolf and Testers may increase the load on the hardware hosting software, which can result in:
        1. degraded service on that hardware;
        2. the hardware to crash or fail;
        3. data loss;
        4. increased data usage.
      2. Bugwolf and Testers may not be able to identify any bug, or every bug within an Application, and Bugwolf makes no representation and gives no warranty that Bugwolf or any Tester can or will do so;
      3. Although we take 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 we will take reasonable steps to enforce these Terms and the terms of any Challenge Terms against them, we cannot and do not guarantee that they possess the skills, training or experience they represent that they have, or that we can necessarily eliminate the risk of inappropriate behaviour by them;
      4. The 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;
      5. You must retain backups of all software and data which is subject to our Platform or otherwise used in connection with a Challenge;
      6. You must ensure that the Application does not contain any virus, Trojan or other malicious code; and
      7. Your access to any use of the Platform, and your submission of any Application to and your participation in any Challenge is entirely at your risk.
    5. You irrevocably agree that the matters you acknowledge in paragraph C 4 are not a defect in service or a breach of this agreement, and you accept your participation in the Challenge, your access to and use of the Platform, and the services and deliverables we provide, on that basis.
    6. Fees. The Fees payable by each Client will include one or more of the following:
      1. A Platform Licence Fee; and
      2. A Service Fee.
      Your continued right to access the Platform, participate in Challenges, 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 Agreement including these Terms.
  4. Testers

    1. Only persons meeting our eligibility criteria (as published on our website from time to time) can register as Testers.
    2. We may set criteria that Testers must meet in order to be eligible to participate in a particular Challenge or to participate in Challenges for a particular Client. Any person that does not meet those eligibility requirements for a Challenge must not register as a Tester or participate in the Challenge.
    3. Each Tester agrees and warrants that:
      1. You are an independent contractor to Bugwolf and that you are not an employee, partner, joint venturer or agent of Bugwolf;
      2. Your registration as a Tester and your participation in a Challenge 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);
      3. You hold the necessary skills, training and experience to participate as a Tester and conduct acceptance testing activities;
      4. The information provided to Bugwolf 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 and it is true, accurate, complete and up to date as at the date of participation in that Challenge;
      5. You will promptly notify us 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, changes;
      6. Except as set out in clause B.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 the Activities or this Agreement), and these will not cause any increase to the amount of any Reward.
      7. You must not:
        1. hold yourself out as an agent of Bugwolf or as having any authority to bind Bugwolf; or
        2. incur any obligations or liabilities or make any representation on behalf of Bugwolf unless we expressly direct you to do so in writing.
    4. Each Tester acknowledges and agrees that:
      1. We may amend these Terms or the Challenge Terms from time to time at our absolute discretion (changes to the Challenge Terms will be in accordance with paragraph  E.8);
      2. We may suspend or cancel your registration as a Tester for any reason and at any time;
      3. We have the right to cancel or suspend, or change the means or manner or times of access to the Platform for any Tester or generally, at any time in our absolute discretion and without notice; and
      4. We have the right to cancel or suspend the registration of any Tester, or their eligibility to participate in any Challenges at any time in our absolute discretion and without notice.
      5. Your Participation in any Challenge is at your own risk and at your own expense;
      6. You must not introduce any virus, Trojan or other malicious code on to the Platform or any Application, or any of Bugwolf's or any Client's equipment or systems;
      7. You must provide your own computer hardware, software, and telecommunications and other facilities required for you to access the Platform and participate in any Challenge; and
      8. We do not promise that your access to or use of the Platform, or to an Application during any Challenge will not damage your computer hardware, software or data.
    5. Additional Confidentiality undertakings. Each Tester irrevocably acknowledges, agrees and warrants that:
      1. Any information that you learn or have access to while accessing the Platform or an Application, or participating in a Challenge, is Confidential Information and the valuable property of Bugwolf and/or the Client. This includes:
        1. the Platform itself and means of access, the Challenges, the Challenge Terms and Rewards, any bugs and the existence of any bugs;
        2. The Application, including its features and purpose and the fact that it has been subjected to a Challenge;
        3. Anything arising from a Challenge 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 Platform or the Application;
        4. The identity of the Client and the fact that they submitted the Application for a Challenge, as well as any data owned, controlled by, or residing on any hardware owned, controlled or operated by or on behalf of a Client; and
      2. You will use Confidential Information solely for the purposes of a Challenge and only to the extent necessary for your participation in that Challenge;
      3. You will, if the Client reasonably requires it in relation to a Challenge or your participation in it, sign a confidentiality agreement in favour of the Client in a form required by the Client;
      4. You will promptly disclose to Bugwolf full, accurate and complete details any bugs that you identify or suspect exist in an Application or the Platform, whether you identify them during a Challenge or at any other time;
      5. Any breach or threatened breach of an obligation under this Agreement with respect to Intellectual Property Rights or Confidential Information may cause Bugwolf or the Client immediate and irreparable harm for which damages alone may not be an adequate remedy; and
      6. Consequently Bugwolf or the Client has the right, in addition to other remedies available to them at law or in equity, to seek injunctive relief against the Recipient (and its 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 B.9, B.10, D.5, D.6, and D.7).
    6. Assignment of Intellectual Property Rights: In return for Bugwolf permitting the Tester to participate in any Challenge the Tester hereby irrevocably and unconditionally assigns to Bugwolf all current and any future rights, including Intellectual Property Rights that the Tester may create in participating in any Challenge or performing their role as a Tester to Bugwolf. The Tester irrevocably agrees to sign any further or other documents that may be necessary to complete or perfect that assignment, or permit register Bugwolf to be registered as the owner of, such rights.
    7. 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 in performing their role as a Tester, the Tester expressly and unconditionally consents to any act or omission by Bugwolf and/or Bugwolf’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.
  5. Challenges

    1. 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 Platform.
    2. We will set out the operational terms relevant to each Challenge (Challenge Terms) which may include the following:
      1. the start and end dates and times applicable to the Challenge;
      2. the Application to be tested;
      3. the types of bugs to be reported;
      4. the types of technology to be tested;
      5. a guide to the Reward that may be payable in relation to any Challenge, including any maximum Reward pool;
      6. any specific goals that apply to the Challenge;
      7. the specific criteria that Testers must meet in order to be eligible to participate in the Challenge; and
      8. any specific terms or conditions that will apply to the Challenge.
    3. A Challenge is a game of skill. We 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.
    4. A Challenge is a game of skill. We 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.
    5. 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.
    6. Parties (including Testers) participating in a Challenge must strictly comply with these Terms of Service and the Challenge Terms.
    7. We 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.
    8. We may exclude any person from participation in a Challenge or disqualify them from being awarded any Reward, if we have any reason to suspect that the person is not complying with the Challenge Terms or these Terms.
    9. We 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 E.6.
  6. Rewards

    1. Subject to the Challenge Terms:
      1. 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
      2. 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.
    2. We reserve the right to determine the final Reward allocation to any Tester (in our absolute discretion).
    3. We may or the Client will notify each 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.
    4. Testers will not be eligible to receive any Reward unless and until the Tester provides us with either:
      1. a valid ABN (Australian Business Number); or
      2. 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
      3. a written acknowledgement by the Tester that any Reward paid to the Tester will be subject to withholding tax (which we may withhold and remit to the appropriate taxing authorities).
END OF TERMS OF SERVICE AND PARTICIPATION DOCUMENT

Version: 1.0

Date of issue: 4th April 2017

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