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ResDent Terms

  1. Acceptance
  1. The following terms govern your use of this ResDent  Website (“Site”) and/or the RESDENT PLATFORM (“Platform”) (together referred to as the “Solution”) provided by Digital Sleep Devices Pty Ltd (“DSD”). Please read it carefully.
  1. By clicking “I accept“ you agree to be bound by these terms without modification or variation (“Terms”) for the use of the Solution. 
  1. Your access and use of the Solution is governed by the software as a service agreement between DSD and your employer (“SaaS Agreement”).
  1. These Terms are incorporated with full force and effect into the SaaS Agreement, but which shall also form a legally binding agreement as between you and DSD. In the event of any conflicts, inconsistencies or ambiguities between the SaaS Agreement and these Terms, the provisions of the SaaS Agreement shall prevail.
  1. DSD reserves the right to amend these Terms from time to time with reasonable notice to you.
  1. Use of the Solution 
  1. You acknowledge and agree that you are not permitted to use the Solution except in accordance with the provisions of the SaaS Agreement and these Terms. If you do not agree to the Terms or SaaS Agreement, you must not use the Solution. 
  1. No services will actually be performed by DSD through the Solution. 
  1. Your username and password are personal to you and non-transferable. You are responsible for all use of the Solution made using your username and password, and DSD will not have any responsibility or liability in connection with any unauthorized use of the Solution. 
  1. If you become aware of a breach of security with respect to your password or of any other breach of security, you will immediately notify DSD.
  1. You are responsible for keeping copies of any Content you upload to or download from the Solution.
  1. Limitations
  1. You may not assign your rights and obligations under these Terms, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Solution.
  1. You may not:
  1. share the contents of the Solution, with others; 
  2. copy, install or use the Platform other than as set out in these Terms or as required for back-up purposes;
  3. seek to circumvent access or security controls or otherwise threaten the security of the Solution (e.g. hacking, introduction of viruses, malicious code or other harmful elements, denial of service, attempting to render the Site and  Platform inaccessible); or 
  4. interfere with other users’ use of the Solution. 
  1. Except as permitted by law, you may not:
  1. decompile, “reverse engineer”, disassemble, or otherwise attempt to derive the source code for the Solution;
  2. broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Solution or any part of the Solution;
  3. post or link the Solution or part of the Solution on any website; or
  4. use the Solution for commercial purposes other than in accordance with these Terms or the SaaS Agreement.
  1. You may not modify the Solution, create derivative works of or based upon the Solution, or use the Solution to develop any application having the same primary function as the Solution.
  1. Ownership

All rights, title and interest in and to the Solution, including without limitation all information, design right and related technology, shall remain with DSD (except with respect to the Content placed on the Solution by you), and you shall have no rights in the Solution or any of DSD’s intellectual property. 

  1. Warranties and exclusions
  1. Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on and its subsidiaries, affiliates, and suppliers (“Implied Terms“). If these Implied Terms apply, DSD’s liability will be limited at its option to resupply, repair or replacement of the Platform or the cost of such resupply, repair or replacement, to the extent permitted by law.
  1. Unless otherwise explicitly agreed to in writing by DSD, subject to the Implied Terms, all representations, guarantees, conditions and warranties of any nature are expressly excluded. 
  1. The Solution and confidential information provided to you hereunder are provided “as is,” and no guarantee that the use of the Solution will be continuous, uninterrupted, or error free.
  1. Nothing in this clause excludes, restricts or modifies your rights under an Implied Term.
  1. To the extent that the applicable jurisdiction limits DSD’s ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted by the relevant jursiidiction.
  1. Exclusion of damages

Subject to any Implied Term, DSD, its directors, officers, employees, or agents will not be liable to you or any other party for indirect, consequential, special, incidental, punitive or exemplary damages of any kind (including loss of revenues or profits or loss of business) arising in connection with these Terms, the Platform, any software for the Platform or any support services for the Platform, whether based on contract, tort, statute, or any other legal theory.

  1. Licensee indemnity

You will indemnify DSD, its directors, officers, employees, agents and contractors in full against any liability, loss, damages, costs and expenses as a result of or in connection with your use of the Platform, including but not limited to, any modification by you of the Platform which causes the Platform to infringe the intellectual property rights of a third party.

  1. Termination
  1. Without prejudice to any other rights DSD, may terminate this Agreement immediately and without further notice if you fail to comply with the Terms of this Agreement or if required by law. 
  1. The Platform is not intended as a permanent repository for any content or documents placed onto it and DSD will not retain any content or documents for longer than is required for operational purposes and to ensure compliance with applicable laws.
  1. General provisions
  1. Any provision of these Terms which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
  1. The failure, delay, relaxation or indulgence on the part of a party in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right, or remedy.
  1. If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
  1. This Agreement shall be governed by and construed in accordance with the laws of Queensland.

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