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Terms of Service

MEQ PROBE PTY LTD ACN 614 314 920 (we, us, our) makes available a solution that consolidates all carcass information, data, outputs, datasets and images, and derives valuable insights for your management, review and analysis (Services) through the website located at https://meqinsights.com/ and any other technological means from time to time (Platform).

These terms of service (Terms) constitute a legally binding agreement between you and us upon which we offer you access to the Services.

IMPORTANT:

By browsing or accessing the Platform and/or consenting (upon signing up for an Account), you acknowledge and agree that:

1. General Acknowledgments and Warranties

(a) We may change these Terms at any time for any reason. In the event of such change, we will notify you the details of the change through your nominated email or when you next access the Platform (where the terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services and the Platform).

(b) You warrant that you are, or have obtained permission from, the owner of the device(s) that the Platform has been accessed from (Devices) to be used in connection with the Platform. The owner of the Device may be charged by their service provider for internet access on the Devices. You accept responsibility in accordance with these Terms for the use of the Platform and any Services on or in relation to any Device, whether or not owned by you.

(c) The Platform may make use of location data sent from the Devices. You can turn off this functionality at any time by turning off the location services settings for the Platform on the Device. If you turn off location services, some functions of the Platform may not function. If you turn on location services, you consent to our (and our affiliates' and licensees') transmission, collection, maintenance, processing and use of your location data, in accordance with our Privacy Policy, to provide and improve the Services. You may withdraw this consent at any time by turning off the location services settings on the Device.

(d) By using this Platform, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Platform may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

(e) The Platform may contain links to other independent third-party websites (Third-party Sites). You acknowledge and agree that the Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

(f) By using the Platform, you consent to us:

(i) collecting and using technical information about the Devices, for the purposes of improving our Services, and providing any services to you; and

(ii) monitoring your conduct while using the Platform and collecting information associated with your conduct to be used by us in relation to the Platform.

2. User Account

(a) To use the Services and Platform you may be required to set-up an account on the Platform (Account).

(b) By creating an Account, you agree:

(i) you may only register for one Account;

(ii) to submit your own valid information, which may include your full name, e-mail address, mobile phone number and postal address;

(iii) that all information which you submit to us will be true and accurate, and not misleading, deceiving or fraudulent;

(iv) to keep confidential and secure, all aspects and information of your Account including your password;

(v) that you are responsible for any and all uses of your Account, whether or not you have authorised such use;

(vi) to keep confidential and secure all aspects of other users’ Account information that you may have access to;

(vii) that you will not use the Services for any unlawful or otherwise prohibited activity;

(viii) to maintain and promptly update your Account information to keep it accurate, current and complete at all times or as soon as reasonably practicable following any changes;

(ix) to notify us if you discover or suspect that your Account has been subject to illegal, hacking or unauthorised use; and

(x) that you are solely responsible for maintaining the confidentiality of your Account and associated password(s), and for restricting access to your Devices, and you accept responsibility for all activities that occur under your Account.

(c) We may, from time to time (despite not having an obligation to do so) confirm or check the accuracy of any information provided by you to us. Where we make a request, you must promptly provide to us any information we require to confirm that the information you submit to us is true and accurate (and not misleading, deceiving or fraudulent).

(d) We reserve the right to refuse your access to the Platform, Services or an Account, terminate your Account, remove or edit Content, or engage in any other act that we deem necessary, at any time, for any reason, at our sole discretion.

3. Intellectual Property

3.1. Ownership

(a) You acknowledge and agree that:

(i) all rights, title and interest in the Intellectual Property, anywhere in the world, belong to us or our licensors;

(ii) all rights in relation to the Intellectual Property are licensed (not sold) to you;

(iii) you hold no proprietary rights, title or interest in the Intellectual Property, other than the right to use such property in accordance with these Terms; and

(iv) nothing contained in these Terms shall be construed as an assignment or transfer of the Intellectual Property to you.

(b) For the purposes of these Terms:

(i) Feedback means any notes, messages, ideas, comments, concepts, feedback, suggestions, recommendations, or any other like content (in any form whatsoever) which you provide to us through our Platform and Services, in email or chat correspondence, or through any other means whatsoever, which relate to the functionality, operations or features of the Platform or Services, and any intellectual property rights associated with, or subsisting within, the same;

(ii) Images means the images and all associated data, outputs and information that is uploaded to the Platform by you or us from time to time;

(iii) Intellectual Property means all present and future industrial and intellectual property rights relating to the Platform, Images, Services, Materials, Feedback, and/or us, including, without limitation:

(A) inventions, patents, copyright, trade business, company or domain names, rights in relation to registered designs, registered and unregistered trade marks, know how, trade secrets and the right to have confidential information kept confidential, and any and all other rights to intellectual property which may subsist anywhere in the world; and

(B) any application for or right to apply for registration of any of those rights;

(iv) Materials means all of the materials displayed on or via the Platform, including (without limitation) all information, text, graphics, images, names, logos, trade marks, design, software and advertisements.

3.2. Licences

(a) We grant you a limited, royalty-free, non-exclusive, non-transferrable, non-sublicensable, revocable, Australia-wide licence to use the:

(i) Intellectual Property to access the Platform and the Services; and

(ii) Platform on the Devices,

for internal purposes in connection with the necessary operation of your business only (and specifically excluding any commercial exploitation in competition with us or our Platform or Services), for the duration of these Terms, subject to these Terms and the Privacy Policy (Use Licence).

(b) You acknowledge and understand that you are solely responsible for your use of the Intellectual Property, Platform and the Services (including any other party’s use of your Account).

(c) You grant us an irrevocable, perpetual, sub-licensable, transferable, non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, alter, improve, distribute, publish, make derivative works from, and otherwise exploit (for both commercial and non-commercial purposes), any content that you provide to us through the Platform (Content), in whole or in part, and in any form, media or technology, whether now known or hereafter devised, in connection with our (and our successors’, licensees’ or affiliates’) business (Content Licence), which shall survive the expiry or termination of these Terms.

(d) You warrant and represent that:

(i) all rights, title and interest in the Content are your sole and exclusive property;

(ii) the Content (and its commercial or non-commercial use) will not in any way infringe upon or violate the rights of any other party (including without limitation any rights of copyright, patent, trade secret or other intellectual property rights);

(iii) but for you, no other party, or employee, contractor, shareholder, officer, associate and/or affiliate of you has or will have a legally enforceable right, title or interest in the Content, irrespective of whether or not the Content was created before, on or after these Terms; and

(iv) your submission of the Content to us does not (and will not) violate or infringe any third-party rights.

(e) You irrevocably and unconditionally consent to (and warrant that your employees, agents, and contractors irrevocably and unconditionally consent to) all uses, acts or omissions by or on behalf of us, our assigns, licensees, or successors in title or any of its authorised persons of, or in relation to, the Feedback and Content, including any uses, acts or omissions which would otherwise breach any of your (and/or your employees’, agents’, or contractors’) moral rights (as defined in Part IX of the Copyright Act 1968 (Cth)).

3.3. Use Licence Restrictions

Except as expressly set out in these Terms or as permitted by any local law, you undertake and agree that you will not (and will not allow any person using your Account to), without our prior written consent:

(a) rent, lease, sublicence, loan, sell or use for commercial purposes, the Intellectual Property, Platform and/or Services;

(b) modify, alter, merge, adapt, translate, reverse-engineer, decompile, disassemble, or make derivative uses of, the whole or any part of the Intellectual Property, Platform and/or Services;

(c) copy, imitate, mirror, reproduce, distribute, disseminate, publish, download, display, perform, post or transmit any Intellectual Property in any form or by any means;

(d) permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;

(e) copy the Platform except where such copying is incidental to normal use of the Platform, or where it is necessary for the purpose of back-up or operational security;

(f) use the Intellectual Property, Platform and/or Services in a way that may (or does) damage, disable, overburden, interfere with, or adversely affect the functionality of the Intellectual Property, and/or Services;

(g) use any data mining bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, in connection with the Platform or Services, or collect any information from the Platform or Services;

(h) use the Intellectual Property, Platform and/or Services in a way that may (or does) bring our business, the Platform or Services into disrepute;

(i) use the Intellectual Property unlawfully, in an inappropriate way or in a manner inconsistent with these Terms;

(j) infringe our rights (or the rights of any third parties) in relation to the Intellectual Property;

(k) bypass or avoid our security features or measures which have been implemented on the Platform or in connection with the Services (or attempt to do the same);

(l) apply to register, or challenge the validity of, the Intellectual Property;

(m) provide or otherwise make available the Platform in whole or in part (including object and source code), in any form to any third party without prior written consent from us;

(n) disclose, share or otherwise disseminate to any third parties any data, results, Images, measurements, information or materials from the Platform; and

(o) fail to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Platform or any Service.

4. Platform Use

4.1. Acceptable Use Terms

(a) You must not (and will not allow any person using your Account to):

(i) use the Platform or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform or any operating system;

(ii) infringe our Intellectual Property or the intellectual property of any third party in relation to your use of the Platform or any Service;

(iii) upload any Content which would be, or act in any manner that is (or may be seen to be) unlawful, not for a proper purpose, in contravention of third party rights, misleading or deceptive (or likely to mislead or deceive), fraudulent, or that does (or may) result us being vulnerable to any legal proceedings, liabilities or other sanctions;

(iv) transmit any material or Content that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform or Services (as determined at our sole and exclusive discretion);

(v) allow any other party to use your Account and list any Content on your Account and you shall be responsible for all Content on your Account;

(vi) use the Platform or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

(vii) collect or harvest any information or data from the Platform, any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

(b) You will only:

(i) upload Content to the Platform yourself (or cause or permit Content to be uploaded to the Platform by persons who have agreed to comply with these Terms, who you will ensure will comply with these Terms);

(ii) upload Content to the Platform that is correct and error-free, and you are responsible for all such Content; and

(iii) disclose Personal Information to us regarding yourself or others who have consented to that disclosure and subsequent use by us in accordance with our Privacy Policy.

4.2. General Use Acknowledgements

You acknowledge and agree that:

(a) we may remove, alter or amend any Content that you upload to the Platform at any time, for any reason, at our sole and exclusive discretion; and

(b) where you have provided contact details (through any method) of a person (Contact Person) we may contact that Contact Person in relation to the Platform to improve the Services, and you authorise us to contact that Contact Person via email, text, phone or any other method, unless you request that we provide otherwise.

5. Information and Data

(a) Our use of your Personal Information is governed by our Privacy Policy.

(b) You acknowledge and agree that:

(i) we may collaborate with third-party meat processors from time to time to deliver carcass information, data, outputs, datasets and images to you through the Service and Platform (End Data); and

(ii) your End Data will be accessible to you (as the authorised holder of your Account), and any other parties that may require access to such End Data in order to provide you with the Service and access to the Platform, including, but not limited to, any of your or our officers, directors, employees, agents, subcontractors, licensors, and suppliers or other third parties (and their officers, directors, employees, agents, subcontractors, licensors, and suppliers).

(c) In addition to the terms governing our use of your Personal Information under our Privacy Policy, you agree and consent to:

(i) us sharing the End Data with the aforementioned third-party meat processors only for the purposes of providing you with the Services and access to the Platform;

(ii) us using our authentication services in connection with your Personal Information and the End Data as provided from time to time; and

(iii) your email address and password relating to your Account (and any other Personal Information) being stored through the ‘Zitadel’ service by CAOS Ltd (Zitadel) and any other third-party providers, and you agree to abide by any terms and conditions prescribed by those providers from time to time (as applicable).

6. Disclaimer

You acknowledge and agree that:

(a) the Platform has not been developed to meet your individual requirements;

(b) it is your responsibility to ensure that the processes and functions of the Platform meet your requirements;

(c) we assume no duty of care to you or any other party who relies on anything provided for by the Platform;

(d) the use of the Platform and/or Services is at your own risk, and you assume all risk of injury, illness, damage or loss to you or any other parties in connection with such use;

(e) the Platform and Services are provided on an “as is” and “as available” basis and we do not guarantee that the Platform and/or Services will be, available from time to time and/or suitable for your needs;

(f) we do not warrant or guarantee that the Platform will be provided in an uninterrupted, continuous and error-free manner;

(g) while we will use reasonable endeavours to ensure that the Platform and Services (and all information provided thereto) are up-to-date and current, it is not our responsibility to monitor any changes in generally accepted standards and we assume no liability associated with the same;

(h) we do not guarantee that any information and data made available on the Platform, including, but not limited to, the End Data, is accurate or correct, and we assume no liability associated with your use and reliance on that information and data;

(i) we rely on all warranties and undertakings provided by you in relation to the Services and the Platform as set out in these Terms;

(j) we cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third-party service providers;

(k) while we may collect Personal Information in accordance with these Terms, without limiting our right to make reasonable enquiries to ascertain the accuracy of Personal Information, at no stage are we responsible for (nor do we make any representations or warranties with respect to) the Personal Information and/or the Content, nor are we obligated to confirm or check the accuracy of the Personal Information and/or the Content; and

(l) we disclaim any and all warranties and representations (express or implied, oral or written) with respect to the Platform and/or Services, including any:

(i) implied warranties of merchantability;

(ii) implied warranties of fitness or suitability for any purpose; and

(iii) warranties of non-infringement or condition of title.

7. Limitation of Liability

(a) To the maximum extent permitted by law, we have no liability to you for:

(i) any loss of profit or anticipated profit, loss of data, loss of use, damage to goodwill, or loss due to delay, or any direct or indirect loss or damage (including, without limitation, consequential loss or damage) however caused (including, without limitation, due to breach of contract, negligence, statute, or any acts or omissions by third parties, including but not limited to Zitadel) which may be suffered or incurred by you or which may arise from or in connection with your use of the Platform or the Services, or your use of or reliance upon any of the information or the Intellectual Property provided through the Platform or Services, or otherwise provided by us to you;

(ii) any losses, costs, expenses and damages (including legal costs and disbursements) sustained or incurred, whether directly or indirectly or consequentially or in any other way, arising in connection with:

(A) death, personal injury or property damage resulting directly or indirectly from your use of the Platform and/or Services; and/or

(B) any failure or delay due to matters beyond our reasonable control.

(iii) any act or omission, made in error by you, in the course of using the Platform or the Services; and

(iv) your Device not being a compatible with the Platform.

(b) Our maximum aggregate liability under or in connection with these Terms whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total price paid by you to us in the preceding 12 months for the Services.

8. Events Outside Our Control

(a) We will not be liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under these Terms that are caused by any act or event beyond our reasonable control, including but not limited to, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, epidemics, pandemic or passage of Law or any action taken by a governmental or public authority, including imposing an embargo (Event Outside Our Control).

(b) If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

(i) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(ii) we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.

9. Termination

(a) Either party may, at any time, for any reason, terminate these Terms immediately by written notice to the other party.

(b) On termination for any reason:

(i) all rights granted to you under these Terms shall immediately cease;

(ii) you will no longer be granted access to the Services or the Platform;

(iii) the Use Licence will be immediately and automatically revoked; and

(iv) you must immediately return to us any Intellectual Property, and any of our confidential information or other property that is in your possession at that time.

10. Release and Indemnity

(a) You discharge and forever release us from any claim, loss, actions, proceedings, demands, costs, expenses and liability relating to your use of the Platform and/or the provision of the Services to you.

(b) You hereby defend, indemnify and hold harmless us, our officers, directors, employees, agents, subcontractors, licensors, and suppliers, from and against all claims, loss, actions, demands, liabilities and settlements, arising in connection with your use of the Platform and/or the Services, and/or your breach of these Terms.

11. Disputes

In the event of any dispute under these Terms:

(a) you will notify us of the complaint using the contact details provided in these Terms;

(b) we will review your complaint and request any further information that we may require;

(c) you and we will both negotiate in good faith to resolve the dispute; and

(d) you agree to fully cooperate (in a timely manner) with all requests that we may make in the resolution process.

12. Other Important Terms

(a) We control and operate the Platform and Services from Australia. We do not represent that the Platform and/or Services are appropriate or available for use cross-jurisdictionally. If you are accessing the Platform and Services from locations other than Australia, you acknowledge and understand that you are doing so at your own risk and on your own initiative, and you are solely responsible for compliance with local laws (as may be applicable).

(b) We may assign these Terms and our rights or delegate our obligations without your consent. All provisions contained in these Terms shall extend to and be binding upon you and our successors and assignees. You may not assign these Terms to another person or entity without our prior written consent.

(c) Enforcement of the Terms is solely at our discretion and our failure to enforce a provision in some instances does not constitute a waiver of our right to enforce such provision in other instances.

(d) Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

(e) These Terms are governed by the laws of South Australia. You and we both agree that the courts of South Australia will have non-exclusive jurisdiction.