This Agreement ("Agreement") is entered into by and between Huddled Pty Ltd ("Huddled"), a company registered in Melbourne, Victoria, Australia, and the entity or individual ("Customer") that has been granted access to use the Huddled platform ("Platform"). By accessing or using the Platform, Customer agrees to be bound by the terms and conditions of this Agreement.

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1. Account Creation and Access

1.1 Account Creation: Only university representatives, duly authorised, are permitted to create accounts on behalf of their institution. Account creation must be initiated by contacting Huddled directly for either a trial or licence.

1.2 Licence Tiers: Huddled offers three tiers of licences:

Free Tier: Provides a trial period of 1 semester for individual students, subject to the terms of this Agreement.
Site Licence: Grants access to the Platform for a specific campus, course, program, or school, subject to the terms of this Agreement.
Enterprise Licence: Provides access to the entire university, subject to the terms of this Agreement.
1.3 User Responsibility: Users, including students and staff, are expressly responsible for the appropriate use of the Platform and must not misuse it in any way. Misuse includes but is not limited to unauthorised access, data manipulation, or any activity that violates applicable laws or this Agreement.

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2. Licensing and Contractual Terms

2.1 Licensing Fees: Licensing fees are levied on a per-student basis. Staff accounts are provided free of charge, subject to the terms of this Agreement.

2.2 Contractual Terms: Licensing agreements are contractual and may range from a minimum term of 12 months to 3 years or more, depending on the mutual agreement of the parties. Termination or extension of the agreement is subject to the terms specified in this Agreement.

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3. Huddled Platform Products

3.1 Core Products: The Huddled Platform comprises a mobile app, a web app, and a dashboard, collectively referred to as "Products."

3.2 Integration: The Platform integrates with Learning Management Systems using LTI Advantage for seamless collaboration and data exchange. Huddled retains the right to update or modify integrations, providing notice to the Customer in a timely manner.

 

4. Location and Business Details

4.1 Location: Huddled Pty Ltd is located in Melbourne, Victoria, Australia.

4.2 Business Name: The full business name of the company is Huddled Pty Ltd.

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5. Indemnification

5.1 Indemnification by Huddled. Huddled shall (i) defend or (at its option) settle any claim brought against Customer by a third party alleging that the Services as provided under this Agreement infringe any third-party Intellectual Property Right (a “Claim”) and (ii) indemnify Customer against damages and costs finally awarded against and payable by Customer in any such Claim. If the Services are held to infringe (or if Huddled reasonably believes the Services will be held to infringe) any third-party Intellectual Property Rights, Huddled may, at its option and expense: (1) contest the claim, (2) modify the Services to make it non-infringing; (3) obtain a license that permits Customer to continue using the Services; or (4) replace the Services with non-infringing substitutes provided that such substitutes do not entail a material reduction in the overall functionality of the Service. If none of the foregoing are commercially reasonable, in Huddled’s discretion, Huddled may terminate this Agreement and issue to Customer a pro-rata refund of Subscription Fees for Services not provided. This Section 5.1 states Huddled’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement of any third-party Intellectual Property Rights arising from Customer’s use of the Services.

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5.2 Indemnification by Customer. Customer will defend and indemnify Huddled from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs, or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to  (1) Customer’s use of the Service in a manner that infringes the Intellectual Property Rights of any third party (excluding any claim for which Huddled is responsible under Sections 8.1 and 8.2); (2) violation of law or privacy rights attributable to Customer Data; (3) Huddled’s processing of Customer Data, except to the extent Huddled’s processing is in breach of this Agreement; and (4) any other claim relating to any Customer Data.

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5.3 Indemnification Procedure. Each party’s obligations under Section 8 shall be valid only if the party requesting indemnification:

(a) gives notice to the indemnifying party of any claim promptly upon becoming aware of the same;

(b) gives the indemnifying Party the sole control of the defense and settlement of any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying party; and

(c) provides to the indemnifying party such assistance as it shall reasonably require in respect of the conduct of the said defence.

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5.4 Settlement. Neither party may settle a claim that results in liability or admission of liability by the indemnified party without the indemnified party’s written consent.

 

6. Data Protection and Privacy

6.1 Data Collection: Huddled may collect and process personal data as outlined in the Privacy Policy, which is incorporated by reference into this Agreement.

6.2 Data Security: Huddled shall implement reasonable security measures to protect the confidentiality and integrity of the Customer's data. Huddled will promptly notify the Customer in the event of a data breach.

6.3 Data Ownership: Customer retains ownership of all data provided to Huddled. Huddled may use aggregated and anonymized data for statistical and analytical purposes.

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7. Confidentiality

7.1 Confidential Information: Both parties agree to keep confidential all non-public information received from the other party, including but not limited to business plans, financial information, and technical details related to the Platform.

7.2 Exceptions: The confidentiality obligations shall not apply to information that is publicly available, independently developed by the receiving party, or rightfully obtained from a third party without a duty of confidentiality.

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8. Termination

8.1 Termination for Convenience: Either party may terminate this Agreement for convenience with written notice, subject to any contractual obligations or fees specified in the Agreement.

8.2 Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches any material term or condition, and such breach is not cured within 30 days of written notice.

8.3 Effect of Termination: Upon termination, the Customer's access to the Platform will be immediately revoked. Huddled will retain customer data for a period specified in the Data Retention Policy, and upon request, may provide the Customer with a copy of their data.

 

9. Governing Law and Dispute Resolution

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of Victoria, Australia.

9.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA). The arbitration shall take place in Melbourne, Victoria, and the language of the arbitration shall be English.

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10. Miscellaneous

10.1 Entire Agreement: This Agreement constitutes the entire understanding between Huddled and the Customer regarding the use of the Platform and supersedes any prior agreements or understandings, whether written or oral.

10.2 Amendments: Any amendments or modifications to this Agreement must be in writing and agreed upon by both parties.

10.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law.

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By using the Huddled Platform, the Customer acknowledges and agrees to be bound by the terms and conditions set forth in this Agreement.