StartingBrief Member Agreement
Last updated: 18 April 2018
Crowd & Co creates networked marketplaces for professional services providers and clients. Our service offerings include StartingBrief, a public network platform for the legal sector.
This Agreement governs access to the StartingBrief network.
- Member Agreement
- You must inform us of any changes in your registration details so we can communicate with you effectively.
- You acknowledge that the transmission of information over the internet is not completely secure or error free. You must use discretion in deciding what information to upload to StartingBrief or in connection with the Services.
- You are responsible for keeping your login details safe and secure to prevent misuse of your subscription, access to your user account and information transmitted through StartingBrief or in connection with the Services. You are solely responsible for any use (and any misuse) of StartingBrief.
- You must use StartingBrief and the Services in accordance with this agreement and the Acceptable Use Policy.
- You must make your own assessment and satisfy yourself as to the accuracy, completeness, currency, and reliability of any information provided by other Members via StartingBrief. Nothing in this agreement requires Crowd & Co to independently confirm the accuracy, currency or completeness of materials or facts uploaded by Members to StartingBrief.
- We may (without liability or prior notice to you) remove or modify any Content uploaded by you to StartingBrief or in connection with the Services that we believe on reasonable grounds breaches this Agreement, our Acceptable Use Policy, any law or a third party’s rights.
- You are responsible for all back-up of your files and material and we are not liable to you for any loss of data.
- Intellectual Property Rights
- Each Member acknowledges and agrees that:
- Crowd & Co owns and retains all Intellectual Property Rights in StartingBrief and in the Services provided by Crowd & Co and is the owner or licensee of the Content provided by Crowd & Co;
- There is no transfer of Intellectual Property Rights in StartingBrief, the Services or the Content provided by Crowd & Co to the Members of StartingBrief;
- The Member must immediately notify Crowd & Co if it becomes aware of any actual, suspected or anticipated infringement of the Intellectual Property Rights owned or licensed by Crowd & Co in relation to StartingBrief and the Services; and
- If Crowd & Co, in its absolute discretion, chooses to commence proceedings in relation to the infringement of its Intellectual Property Rights, the Member must render all necessary and reasonable assistance in relation to such proceedings.
- Where a Member uploads any Content to StartingBrief:
- Crowd & Co does not claim ownership rights in any original Content uploaded;
- The Member grants to Crowd & Co a non-exclusive, transferable, sub-licensable, royalty-free, irrevocable, perpetual worldwide licence to use, store, copy and modify that Content (including to make derivative works) and to distribute it to other Members on StartingBrief and on other Crowd & Co or third party websites or through other media channels);
- Without limiting the licence above, the Member acknowledges that other members of StartingBrief or other Crowd & Co websites may use their Content;
- To the fullest extent allowed by law, the Member waives and/or agrees not to assert any moral rights, such as the right of integrity, or any publicity, privacy, and/or other similar personality rights, to the extent necessary to allow the exercise of these licensed rights;
- The Member warrants that it has the right to upload the Content and grant the licences in this section, and that the licensed use does not infringe anyone else’s legal rights including Intellectual Property Rights, privacy or confidentiality. The Member will be liable to Crowd & Co and indemnify us for any breach of this warranty.
- Crowd & Co may disclose a Member’s identity to any third party who is claiming that any Content posted or uploaded by that Member constitutes a violation of their Intellectual Property Rights, or of their right to privacy.
- Warranties and Liability
- Crowd & Co warrants to the Member that:
- it is entitled to enter into this agreement and perform its obligations under this agreement;
- it has all rights, and interest in StartingBrief required to offer the Services and is entitled to grant the rights expressed in this agreement.
- Crowd & Co provides no representation, warranty or guarantee, whether express or implied, that StartingBrief, Services, and any Content:
- Will be uninterrupted, error free or available at all times, or that any defects will be corrected;
- Are fit for a particular purpose;
- Are accurate, up to date or complete;
- Will be compatible with the Member’s hardware, software and other systems;
- Will not impact the performance of other services, hardware software and systems and those of third parties;
- Will be secure from unauthorised access;
- Will not contain any viruses or disruptive code; and
- Will not infringe any person’s rights (including Intellectual Property Rights).
- The Member agrees that StartingBrief and the Services are provided on an “as is” and “as available” basis and the Member uses StartingBrief and the Services at their own risk.
- The Member agrees that:
- To the fullest extent permitted by law, Crowd & Co is not liable for any loss or damage of any kind or under any head of damage whether in contract, tort, by way of indemnity or under any other common law or statutory regime including under negligence, arising from or in connection with your use of StartingBrief, its Content and the Services;
- Crowd & Co’s liability shall not, in any event, include business losses such as lost data, lost profits, loss of business opportunity, loss or goodwill or reputation or any indirect or consequential loss or damage;
- This paragraph (a) shall not limit or affect Crowd & Co’s liability resulting from fraud or if something we do negligently causes death or personal injury; and
- StartingBrief may contain links to other websites (Linked Websites). Those links are provided by Crowd & Co for convenience only and Crowd & Co is not responsible for the Content or privacy practices associated with Linked Websites. Crowd & Co's links with Linked Websites should not be construed as an endorsement, approval or recommendation by Crowd & Co of those Linked Websites.
- The Member agrees that in relation to any Content or information made available on StartingBrief or via the Services, Crowd & Co is an aggregator and provider of Content and information for general information purposes only and Crowd & Co does not provide legal or other professional advice. Some Content may contain the opinions or advice of other Members or third parties and Crowd & Co does not verify or approve these opinions or advice and is not responsible for these opinions or advice. Likewise Crowd & Co is not responsible for any loss, damages or costs resulting from any decisions of a Member, or anybody accessing StartingBrief and Content through a Member, made in reliance on the Content. The Member agrees that it uses the Content and information on StartingBrief or via the Services at its own risk in these respects.
- The Member agrees that Crowd & Co has no liability for any Third Party Services that are available through StartingBrief and that the provider of the Third Party Services has sole liability to the Member in accordance with the contract for Third Party Services made between the provider of the Third Party Services and the Member. The Member is responsible for ensuring that the Third Party Service and the applicable terms and conditions are suitable for its requirements and it uses the Third Party Services at its own risk.
- Use of StartingBrief and any Services (including Third Party Services) and any Content available on StartingBrief, including any payment obligations incurred through use of the Services;
- Failure to comply with this agreement by you or your agents;
- Failure to comply with applicable law by you or your agents;
- Negligence, wilful misconduct, or fraud by you or your agents; and
- Defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
- Termination and Suspension
- A Member may terminate this agreement at any time for convenience by cancelling their Membership.
- We may terminate this agreement at any time, for example if we stop providing the Services, by giving you reasonable prior notice.
- We reserve the right at any time to:
- Suspend or discontinue any aspect of StartingBrief (including its functionality) without notice, including in order to conduct maintenance or to implement updates; and
- Suspend or limit (in full or in part) a Member’s access to StartingBrief at any time without liability or prior notice to the Member, including if: (1) we believe the Member is or may be in breach of this Agreement; or (2) A dispute between Members has not been resolved and the matter has been referred to an arbitrator.
- Governing Law
- This agreement and any non-contractual obligations arising in connection with it shall be governed by and construed in accordance with the laws of New South Wales, Australia.
- The parties agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia and the Courts that hear appeals from those Courts in respect of any dispute that may arise under this agreement constituted by these terms and conditions, including any non-contractual disputes.
- Each notice authorised or required to be given to a party shall be in writing and may be delivered via StartingBrief.
- The Member may not assign or transfer any of their rights or obligations under this agreement.
- If the Member breaches this agreement and Crowd & Co chooses to ignore this, Crowd & Co will still be entitled to use its rights and remedies at a later date or in any other situation where the Member breaches this agreement.
- The provisions in this agreement are subject to applicable rules and law. If any provision is or becomes invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by such valid provision which comes closest to the economic intent and purpose of the parties. The above shall equally apply to any omission in this agreement.
- Nothing in this agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties. No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
- The parties do not intend any third party to have the right to enforce any provision of this agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- The expiration or determination of this agreement, however arising, shall not affect those terms which are expressed to operate or have effect after the termination and shall be without prejudice to any right of action already accrued to either party in respect of any breach of this agreement by the other party.
- In this agreement, words or expressions like ‘including’, ‘for example’ and ‘such as’ are to be interpreted broadly as meaning ‘including, without limitation’.
StartingBrief provides a network platform for members to: write and respond to news and knowledge articles, ask and answer questions of the peer community, form and follow interest groups, build a profile and network, find and share events, look for jobs, and connect with colleagues and peers around the world.
As an additional feature, we provide the StartingBrief Marketplace – a marketplace system within StartingBrief, for buyers and sellers of commercial legal services to find each other and engage on Assignments.
By signing up as a Member, or by accessing or using StartingBrief or any Services, you are agreeing to enter into a legally binding contract with Crowd & Co (even if you are using StartingBrief or Services on behalf of a company). There is a separate agreement that covers use of the StartingBrief Marketplace.
1.3 Other Policies
In this agreement:
Acceptable Use Policy means our acceptable use policy, available at acceptable-use-policy, as updated from time to time.
Affiliate(s) means in the case of Crowd & Co any entity that, from time to time, is directly or indirectly controlling, controlled by or under common control of Crowd & Co. “Control” means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.
Content means anything Crowd & Co, a Member or others contribute, post or upload to StartingBrief or via the Services.
Crowd & Co (also referred to as we or us) means Crowd & Company Pty Ltd, incorporated in Australia (ACN 167 242 337) with a UK branch (UK company number FC033909).
Intellectual Property Rights means all intellectual and industrial property rights throughout the world, including but not limited to all rights comprised in any copyright (including future copyright and rights in the nature of or analogous to copyright), patent, design, trade mark, database right, circuit layout whether at common law or conferred by statute, whether or not now existing, and whether registered or registerable and including any rights to apply for registration, and rights to protect trade secrets, know-how, goodwill or confidential information for the full period of such rights and any renewals or extensions.
Linked Website means a website of a third party to which StartingBrief has a link.
Member (also referred to as you) means a user of the Services.
Personal Information has the same meaning as in the Privacy Act 1998 (Cth).
Services means the service of providing access to StartingBrief and any other services we offer or provide to you or other Members from time to time.
StartingBrief means the online network platform available via www.crowdandco.com or other URL managed by us.
Third Party Services means services offered on StartingBrief to Members by third parties.
In order to gain access to StartingBrief and take advantage of the Services, you must complete the requirements set out for the user profile on StartingBrief. We reserve the right at our discretion to refuse any application for membership of StartingBrief.
3.2 Using StartingBrief
3.3 Changes to the Service
You acknowledge that changes to StartingBrief functionality, and the Services, may be made at any time and without notice to you. We will use reasonable endeavours to give Members prior notice of any major changes to StartingBrief or related services that may adversely impact upon Members (such notice may be provided on StartingBrief).
We may obsolete a Service or a prior version of a Service on reasonable notice to Members and the obsolete Service will terminate at the end of the notice period.
3.4 Intended Markets
StartingBrief is intended for use in the United Kingdom and Australia only.
We make no promise that materials on StartingBrief are appropriate or available for use in other locations, and accessing StartingBrief from territories where its Contents or Services are illegal or unlawful is prohibited.
If you choose to access StartingBrief from locations outside of the United Kingdom or Australia, you do so on your own initiative and are responsible for compliance with local laws.
Subject to the other terms of this Agreement, and our Acceptable Use Policy, you may print off, and may download extracts, of any page(s) and Content from StartingBrief for your personal use and you may draw the attention of others within your organisation to Content available on StartingBrief. You must not modify the paper or digital copies of any Content you have printed off in any way. Crowd & Co’s status (and that of any identified contributor) as authors of the Content on StartingBrief must always be acknowledged.
5.1 Limited Warranties
If a fault occurs you should report it and we will attempt to correct the fault as soon as we reasonably can. We do not guarantee that we are able to correct all faults.
5.2 Limitation of Liability
5.3 Indemnity by You
You agree to indemnify, defend, and hold harmless Crowd & Co, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an Indemnified Party) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable lawyer’s fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Member against an Indemnified Party relating to: