UPOLLO TERMS OF SERVICE
Upollo is a technology company that protects users, businesses and their growth through customer insights. Our services allow businesses to analyse customer insights to improve their online security and minimise fraudulent accounts while identifying new growth opportunities to better serve their customers.
Our complete terms and conditions are contained below, but some
important points for the Account holder to know before the Account
holder becomes a customer are set out below:
We may amend these Terms or the features of the Platform at any
time, by providing written notice to the Account holder;
Unless the Account holder, is suspended or terminated in
accordance with these Terms, the Account holder's Subscription
will roll over on an ongoing basis;
To the maximum extent permitted by law, the Fees are
The Account holder is responsible and liable for the actions of
its Authorised Users;
Our liability under these Terms is limited to us repaying you the amount of the Fees paid by you to us during the term of your
Subscription, and we will not be liable for Consequential Loss,
any loss that is a result of a Third Party Service, or any loss
or corruption of data; and
We may terminate your paid Subscription at any time by giving
written notice to you and providing the Account holder with a
Nothing in these terms limit your rights under the Australian
These terms and conditions (Terms) are entered into between Upollo Pty Ltd (ABN 89 649 311 124) (we, us or our) and you, together the Parties and each a Party.
We provide a cloud-based, software as a service platform and access to our application programming interfaces and client libraries for integrating with our platform (Platform).
In these Terms, you means the person or entity registered with us as an Account holder (who has registered for a Subscription), or an Authorised User of an entity registered with us as an Account holder. In these Terms, there are clauses which only apply to an Account holder (including clause 9 (Subscription), clause 16 (Indemnity) and clause 17.1 (Cancel your paid subscription)) and clauses that apply to all users.
If you are registering for an Account on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity who is the Account holder and to bind the entity and the entity's Authorised Users to these Terms.
Acceptance and Platform Licence
You accept these Terms as an Account holder by registering for an Account or as an Authorised User by using the Platform or as otherwise set out on the Platform.
We may amend these Terms at any time, by providing written notice to you. By continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If the Account holder does not agree to the amendment, the Account holder may terminate these Terms and the Subscription in accordance with the Termination clause.
Subject to compliance with these Terms, we grant the Account Holder and its Authorised Users a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform solely to analyse Your Data and to benefit from the intended use of the Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
When using the Platform, the Account holder and the Authorised Users must not do or attempt to do anything that is unlawful or inappropriate, including:
(a) anything that would constitute a breach of an individual's privacy (including uploading private or personal information without an individual\'s consent) or any other legal rights;
(b) using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;
(c) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
(d) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
(e) facilitating or assisting a third party to do any of the above acts.
We have developed and provide access to application programming interfaces (APIs) that may be used to access our services on the Platform. You may use the APIs to process data for fraud prevention and detection or to gain customer insights. You may manage your Account depending on your Account permissions and enable additional features through our API dashboard.
We agree to provide the Account holder and its Authorised Users with access to the Platform which includes access to our APIs and client libraries (Client Libraries), the support services as set out in the Account, and any other services we agree to provide as set out in the Account.
We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.
Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you must place a request via email. We will endeavour to respond to any support requests in a reasonable period.
You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers (such as AWS and Google Cloud)) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.
You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.
To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.
Integration and Support
We will provide the Account holder with specifications that provide you guidance to establish the required interfaces between your System and the APIs (API Documentation), how to use our Client Libraries (Client Libraries Documentation) or any relevant third party integrations.
We may update the APIs and API Documentation from time to time which may add or remove the API functionality. If there is a breaking change, we will notify you to minimise interruption of our services to you.
In relation to APIs, the Account holder is responsible for and must meet its own costs of:
(a) setting up and maintaining interfaces between its System and the APIs using suitably qualified Personnel and in accordance with the API Documentation;
(b) establishing and configuring its Systems for the use of the APIs in accordance with the API Documentation; and
(c) obtaining and maintaining all hardware, software and communications equipment necessary to access and use the APIs.
In relation to Client Libraries, the Account holder is responsible for and must meet its own costs of:
(a) setting up and integrating your application with our Client Libraries using suitably qualified Personnel and in accordance with the Client Libraries Documentation;
(d) establishing and configuring your Systems and applications in accordance with the Client Libraries Documentation; and
(e) obtaining and maintaining all hardware, software and communications equipment necessary to access and use the Client Libraries.
Limitations and Obligations
The Account holder acknowledges and agrees that the number of API calls which it is permitted to make using the APIs, during any given period, may be limited as set out in its Subscription.
You may not use the APIs for any purpose, function or feature not described in the API Documentation or as indicated by us.
We may provide you with publishable and secret API keys to use our Platform. You are responsible for keeping your secret API keys secure and not sharing any secret API keys with unauthorised users. Failure to do so may result in the misuse of the Account and potential data breaches to the Account holder, the Authorised Users, the Account holder's customers or us. For more information on the proper use of API keys, please see our API Documentation.
The Account holder agrees to:
(a) allow us to use the APIs to extract information we reasonably require from your Systems to provide the Platform and to provide our products and/or services to clients;
(b) ensure that its System and interfaces to the APIs:
are configured to prevent any unauthorised third party from accessing the APIs; and
incorporate industry best practice in relation to the implementation of encryption systems, anti-virus protection, patches, updates and upgrades for security purposes.
The Account holder must register on the Platform and create an account (Account) to access the Platform's features. Each Authorised User will require a login that is linked to the Account in order to access the Platform.
The Account holder must provide basic information when registering for an Account including its business name, contact name and email address.
The Account holder and Authorised Users agree to provide and maintain up to date information in the Account and to not share the Account or login password with any other person. The Account is personal to the Account Holder and its Authorised Users and the Account holder must not transfer or provide it to others with the exception of its Authorised Users.
The Account holder is responsible for keeping the Account details confidential and the Account holder will be liable for all activity on its Account, including purchases made using the Account details, and any activity from one of its Authorised Users. Each Authorised User is responsible for keeping their login details confidential. The Account holder and each Authorised User agrees to immediately notify us of any unauthorised use of the Account.
When the Account holder creates an Account, the Account holder must also select a subscription (Subscription) of which there are different tiers with different services and different subscription periods as set out on our Platform.
The Account holder may be permitted to invite a number of users to the Platform, who will be permitted to access and use the Platform under the Account (Authorised Users). We agree to provide the Account holder with access for the number of Authorised Users as set out in the Account.
The Authorised Users will have permission to access certain features of the Platform and your Account, as detailed in the Account.
The Account holder will ensure that each Authorised User complies with these Terms. The Account holder is responsible and liable for the acts or omissions of its Authorised Users.
To create an Account you must choose between a free subscription or paid subscription tiers.
If you choose a paid subscription tier, you agree to pay the Subscription fee set out on the Platform (Fees) by the date specified on the Platform (Payment Date) to use additional features on the Platform and benefit from your Subscription.
Unless your Subscription is suspended or terminated in accordance with these Terms, your Subscription will roll over on an ongoing monthly basis, and you will be charged the same Fees on an ongoing monthly basis from the Payment Date. Without limiting your rights under the Australian Consumer Law, you can cancel your Subscription at any time in accordance with the Termination clause of these Terms but the cancellation will only have effect from expiry of the monthly period for which you have paid the Fees.
The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).
Changes to your Subscription: If you wish to suspend or change your Subscription (for example, by upgrading to a different Subscription tier), you must provide notice to us through your Account that you wish to suspend or vary your Subscription before the next Payment Date. If you vary your Subscription and the Fees increase, we will charge you for the increase in the Fees on a pro-rata basis for the remainder of the period until your next Payment Date, and you will have access to the additional Subscription features from the date you make such payment.
To the extent permitted by law, the Fees are non-refundable and non-cancellable once paid.
We may need to change what is available as part of your Subscription (for example, the inclusions, exclusions, updated features) from time to time. If we change what is available as part of your Subscription, we will provide you with 30 days' notice of the change. After 30 days, we will apply the changes to your Subscription. If the changes substantially and adversely affect your enjoyment of the Subscription, you may cancel your Subscription in accordance with the 'Termination' clause.
We may need to change the Fees from time to time. If we change the Fees, we will provide you with 30 days' notice of the change. After 30 days, we will apply the updated Fee to your Subscription. If the updated Fee is not acceptable to you, you may cancel your Subscription in accordance with the 'Termination' clause.
Our Intellectual Property
You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.
We authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by the Account holder.
You must not, without our prior written consent:
(a) copy, in whole or in part, any of Our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
You agree that we (or the relevant third party) own all Intellectual Property Rights in the APIs.
This clause will survive the termination of these Terms.
Information and Privacy
You represent, warrant and agree:
(a) that you are responsible for the collection, use, disclosure, storage and other dealings with Your Data in connection with these Terms, including that your collection and handling of Your Data is compliant with all Laws, including all Privacy Laws;
(b) your disclosure of Your Data to us and our use of Your Data in accordance with these Terms, is not inconsistent with the terms of any applicable privacy policies, information notices or other relevant documentation;
(c) that if you become aware of, or have reason to suspect the existence of, any incident involving unauthorised access to the APIs or unauthorised, access, loss or disclosure of the Output Data, you will:
promptly notify us and take all steps reasonably available to you to identify the individuals and information involved, and to inform us of their identity and the details of the information;
take all possible steps to cure such unauthorised access to the APIs or unauthorised, access, loss or disclosure of the Output Data; and
comply with any reasonable request made by us in connection with the management of such unauthorised access, loss or disclosure.
(d) to ensure, at all times,
the accuracy, reliability, completeness and integrity of Your Data; and
that the collection and use of Your Data is compliant with all Laws, including all Privacy Laws;
(e) if you are the Account Holder, that you have provided all required notices (including notice of collection by us/disclosure to us (including the disclosure to other clients of ours) of Personal Information included in Your Data) and obtained all necessary rights, releases and permissions to provide or have Your Data provided to us and for our handling of Your Data as authorised by you in connection with these Terms; and
(f) that our handling of Your Data and any Personal Information, as authorised by you in connection with these Terms:
will not cause us to breach or infringe any Laws (including Privacy Laws and those relating to export control and electronic communications) or rights of any third party, including any intellectual property rights, rights of privacy, or rights of publicity; and
is not inconsistent with the terms of any applicable privacy policies, privacy notices or other relevant documentation.
Where an individual whose Personal Information is included in Output Data requests that we delete their Personal Information, you agree to also delete such Personal Information promptly upon our request to you.
You acknowledge and agree that:
(a) subject to clauses 11.3 and 11.4, we assume no responsibility or Liability for Your Data;
(b) we do not provide a data storage service and we cannot guarantee that Your Data will be available at all times. Any back-up or storage services are provided solely for your convenience and it is the Account holder's responsibility to back-up Your Data and ensure the ongoing secure storage of Your Data; and
(c) the operation of the Platform is reliant on the accuracy of Your Data, and the provision of inaccurate or incomplete Your Data by the Account holder, its Personnel or an Authorised User may affect the use, output and operation of the Platform.
We agree to handle any Personal Information the Account holder or its Authorised Users provide to us or instruct us to collect for the Account Holder:
(a) solely as permitted under these Terms;
(b) in accordance with all Privacy Laws; and
This clause will survive the termination of these Terms
As part of our services, we obtain information from our clients about their users, their users devices and their usage of our clients application to help our clients make better decisions using the Platform.
The Account holder owns, or has the all the rights you need to let us process all data, information or content the Account holder and its Authorised Users provide access to on the Platform including through the APIs (Your Data). The Account holder agrees that we own any data or information output from the Platform including information using Your Data as input (Output Data). Note that Your Data does not include the Analytics (as described below).
You grant us a licence to copy, transmit, store, backup and/or otherwise access or use Your Data to:
(a) identify and prevent account and user fraud for our clients;
(b) provide insights on users and their actions;
(c) use machine learning to improve the services we provide to you and, to our other clients;
(d) supply the Platform to you and otherwise perform our obligations under these Terms;
(e) perform Analytics, diagnose problems, enhance or otherwise modify the Platform;
(f) develop new services; and
(g) as reasonably required to perform our obligations under these Terms.
The Account holder agrees that it is solely responsible for all of Your Data that the Account holder and its Authorised Users make available on or through the Platform. The Account holder represents and warrants that:
(a) it is either the sole and exclusive owner of Your Data or it has all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
(b) neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Account holder acknowledges and agrees that we may monitor, analyse and compile statistical and performance information based on and/or related to Your Data and the Account holder or its Authorised Users' use of the Platform, in an aggregated format (Analytics). The Account holder and each Authorised User acknowledges and agrees that we own all rights in the Analytics, and that we may use the Analytics for our own business purposes (including to improve the Platform, create analytics or prevent fraud and abuse to us and our clients), provided that the Analytics do not contain any identifying information.
We do not endorse or approve, and are not responsible for, any of Your Data.
You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.
This clause will survive the termination of these Terms.
You represent, warrant and agree that:
(a) we do not guarantee the accuracy of the data and insights we provide to you, or any recommendations we provide through the Platform;
(b) you will not use our Platform, including Our Intellectual Property and APIs, in any way that competes with our business;
(c) there are no legal restrictions preventing you from entering into these Terms;
(d) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
(e) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.
Australian Consumer Law
Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
This clause will survive the termination of these Terms.
Despite anything to the contrary, to the maximum extent permitted by law:
(a) neither Party will be liable for Consequential Loss;
(b) each Party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party's personnel (including where you are the Account Holder, your Authorised Users), including any failure by that Party to mitigate its losses; and
(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Fees paid by you to us during the term of your Subscription.
This clause will survive the termination of these Terms.
Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
(a) your breach of the Acceptance and Platform Licence clause and the Intellectual Property clause of these Terms
(b) any claim made by an individual whose Personal Information is included in Your Data or Output Data provided to you; and
(c) any claim made by one of our clients;
(d) in both cases in connection with, your use of or access to the APIs or the Output Data; or
(e) any breach by you of the privacy obligations of these Terms or by any Privacy Laws.
This clause will survive the termination or expiry of these
Cancel your paid Subscription: You may request to cancel your paid Subscription at any time by notifying us via email. Your cancellation will take effect from the next Payment Date. Should you cancel your paid Subscription with us, your Account will be downgraded to a free Subscription.
Should we suspect that the Account holder or an Authorised User are in breach of these Terms or misusing the Platform or whose continued access and use of the Platform would have a detrimental effect on us or in breach of applicable law or any Platform usage policies, we may suspend or terminate the Account holder's (and all its Authorised Users') access to the Platform.
We may terminate your paid Subscription at any time by giving written notice to you and providing the Account holder with a full refund, or your free Subscription or any Authorised User at any time by providing immediate notice to you. (Termination for Convenience). Upon termination of the Account holder's Subscription, these Terms will also terminate as between the Account holder or Authorised User and us and:
(a) the Account holder and its Authorised Users access to the Platform will be terminated;
(b) the Account holder and its Authorised Users must immediately cease to access the APIs and cease to use the Output Data;
(c) the Account holder agrees that other than where termination is due to our Termination for Convenience or our breach of these Terms, and to the maximum extent permitted by law, any payments made by the Account holder to us (including any Fees) are not refundable to the Account holder;
(d) where we terminate the Account holder's Subscription for any reason other than a Termination for Convenience, the Account holder also agrees to pay us our reasonable additional costs directly arising from such termination.
Where termination is due to our Termination for Convenience or our breach of these Terms, we agree to refund the Account holder for any prepaid unused Fees on a pro-rata basis.
Termination of these Terms will not affect any rights or liabilities that a Party has accrued under these Terms.
This clause will survive the termination of these Terms.
Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Platform, and includes Privacy Laws and the Spam Act 2003 (Cth).
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
Personnel means, in respect of us or the Account Holder, any of its employees, consultants, suppliers, subcontractors or agents, and in respect of the Account holder any Authorised Users.
Personal Information has the meaning given in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other applicable Privacy Laws.
Privacy Laws means the Privacy Act 1988 (Cth) and Australian Privacy Principles as set out in Schedule 1 of the Privacy Act 1988 (Cth)] and any other privacy or anti-spam Laws as applicable to each Party.
System means all hardware, software, networks, computing environments and other IT systems used by a Party from time to time.
For any questions or notices, please contact us at:
Upollo Pty Ltd (ABN 89 649 311 124)
Last update: 3 August 2022