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Odee Terms of Use

Icon Visual Marketing Pty Ltd ACN 103 546 854 and its related bodies corporate ("Icon Visual") operate the Odee online marketing platform for small businesses (“Odee”). These Terms of Use (“Terms”) state the terms that govern the use of Odee. The terms “you” and “your” refer to the person using Odee. By using Odee, you confirm that you agree to the Terms. If you do not accept the Terms, you must not use Odee.

Icon Visual may amend or modify these Terms at any time and will post the updated Terms at on this page. When you next log in, you will be required to agree to the new Terms in order to continue to use Odee.

  1. Purpose of Odee
    1. Odee is a marketing platform for small businesses that allows you to manage the marketing of your business, including the creation of marketing plans and roadmaps for business growth. Odee utilises AI algorithms and logic to generate tailored solutions for its customers. Odee is further described in the product descriptions posted at the Odee website.
  2. Access to Odee
    1. In consideration for the payment of the Access Fee set out below, Icon Visual grants you the right to access and use Odee in accordance with these Terms.
    2. Icon Visual will use reasonable commercial efforts to enable you to use Odee during business hours in New South Wales, Australia. You may contact Icon Visual at any time by livechat during support hours to request support with any aspect of your use of Odee. Icon Visual will make reasonable commercial efforts to resolve your support request within a reasonable time.
    3. If you are an employer, subject to clause 4.2, you may sub-licence your rights under these Terms to your employees strictly for internal business purposes only, provided each sub-licensee is aware of these Terms and that they must not authorise any other person to use Odee.
    4. Except as explicitly stated in this clause 2, these Terms do not give you the right to grant others access to Odee, and you must not distribute, rent, loan, lease, sell, sublicense, transfer or otherwise exploit all or part of Odee, or any rights granted by these Terms to any other person. You must not modify, translate, adapt, arrange, or create any adaptation or modification to Odee for any purpose. Any rights not expressly granted in these terms are reserved by Icon Visual and its licensees.
  3. Additional Services
    1. You may request Icon Visual to supply, or Icon Visual may offer to supply to you (or may arrange for a third party to supply to you), additional services ("Additional Services").
    2. Before supplying any Additional Services to you, Icon Visual will confirm to you:
      1. the nature of the Additional Services that it will supply; and
      2. any additional fees and applicable terms and conditions that will apply to the Additional Services
    3. These Terms will apply to those Additional Services except to the extent that any additional terms and conditions are expressly agreed for such Additional Services.
  4. Your Responsibilities
    1. You:
      1. are responsible for your compliance with these Terms;
      2. are responsible for the use of Odee by your employees in compliance with these Terms;
      3. must take reasonable steps to keep usernames and passwords secure and prevent unauthorised access to or use of Odee, and notify Icon Visual promptly of any such unauthorised access or use;
      4. are responsible for providing your own telecommunications, networks, systems and other facilities for accessing and making use of Odee other than those supplied by Icon Visual under these Terms;
      5. must only use Odee for your internal business purposes; and
      6. must only use Odee in accordance with applicable laws and government regulations.
    2. If you authorise any other person to use Odee, or any person gains access to Odee as a consequence of your breach or negligent act or omission, you agree that you are fully responsible for the actions of that person and any failure by that person to comply with these Terms. You agree to indemnify, defend and hold harmless Icon Visual, its respective officers, directors, employees, suppliers, subcontractors and agents from any loss, liability, claim, demand, damage, or expenses (including reasonable legal fees) asserted by any person arising from or in connection with you authorising any person to use Odee, or such use arising as a consequence of your breach or negligent act or omission.
    3. You must not (and must not permit or direct any third party to):
      1. use Odee for anything false, defamatory, harassing or obscene;
      2. use Odee in a manner that contravenes any third party's rights, including intellectual property rights, or applicable law;
      3. circumvent or modify any security mechanisms or user restrictions employed by Icon Visual in Odee;
      4. reverse engineer, decompile, or disassemble Odee;
      5. imply any affiliation or endorsement of you or any organisation by Icon Visual;
      6. operate Odee as a bureau service;
      7. use Odee to store or transmit any viruses, trojan horses, backdoors or similar types of code designed to disrupt or interrupt any computer system or service;
      8. interfere with or disrupt the integrity or performance of Odee or any transaction being conducted through Odee, or any other person's use of Odee;
      9. attempt to gain unauthorised access to Odee or its related systems or networks, or any part of them;
      10. interfere with or disrupt the servers or networks connected to Odee, or breach any requirements, procedures, policies or regulations of networks connected to Odee; or
      11. use any automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of Odee.
  5. Fees
    1. Access to Odee services is granted subject to the payment of a fee for that service in accordance with the applicable online order form (“Access Fee”).
    2. You are required to pay all taxes applicable to the supply of Odee and any Additional Services in your jurisdiction, and the value of any Access Fee and fees for Additional Services may be increased on an Icon Visual invoice by the value of any GST, VAT, consumption tax or sales tax.
  6. No reliance
    1. You acknowledge that although Icon Visual will use its reasonable endeavours and due care and skill to determine that the content on Odee is accurate and up-to-date, including all data displayed, Icon Visual does not warrant that such content will be complete or error free.
    2. Icon Visual does not warrant that the use of Odee, or any marketing plan generated by Odee, guarantees the success of your business or any marketing strategy that you choose to adopt.
    3. You acknowledge and agree that:
      1. you are solely liable and responsible for your business and other activities, and your performance and compliance with laws;
      2. you had a reasonable opportunity to examine and satisfy yourself as to the Odee platform before subscribing to it;
      3. Odee is made available on a general basis and may not be appropriate or complete for your specific circumstances or requirements;
      4. an Odee marketing plan should be interpreted and discussed with a qualified marketing consultant before being implemented to ensure the activities recommended are appropriate to your particular situation;
      5. any marketing plan generated through Odee is a guide only and should be considered general in nature and not specific guidance on how to operate your business;
      6. Odee is designed to assist you with marketing your business, including by assisting to create a marketing plan, but is not designed nor intended to guarantee the success of any marketing plan or business growth; and
      7. there are limitations to Odee's ability to assist in your business, and in particular Odee does not detect faulty input data, does not take into account all of the matters that should be considered in business decision making, and should not be used as a substitute for your independent and appropriately qualified decisions regarding your business.
  7. Your Data and Backups
    1. You retain ownership of all data that you input into Odee ("Customer Data"). You acknowledge Customer Data will be processed, stored, reproduced, transmitted and used by Icon Visual to operate Odee (“Purpose”). You grant to Icon Visual a perpetual, irrevocable, royalty free, sub-licenseable, transferrable license to store, access, use, disclose, reproduce, modify and adapt Customer Data for the Purpose. To the extent that you obtain Customer Data from another party, you warrant that you have obtained from that party any required consents for Icon Visual to exercise these rights and you will, on request from Icon Visual, provide such documents as are reasonably necessary to satisfy it that you have those consents. You agree that you have sole responsibility for the accuracy, quality, integrity, legal compliance, reliability, appropriateness and rights of ownership in all Customer Data.
    2. If you acquire from Icon Visual a service including backups and data recovery, then Icon Visual will use its best commercial efforts to create backups or otherwise maintain data recovery mechanisms for any Customer Data in the manner specifically agreed with you. However, Icon Visual does not guarantee that it will have a complete copy of Customer Data at any time. You acknowledge that Icon Visual will have no liability to you or any third party under any circumstances resulting from any loss of Customer Data.
  8. You acknowledge that Icon Visual (or its licensors) own all of the intellectual property rights in Odee, including its databases and proprietary systems, and those that arise or are created from the operation of Odee, excluding the Customer Data. Nothing in these Terms gives you any title, claim or right in or to Odee or any part of it. You acknowledge that Odee, including its "look and feel" (e.g. text, graphics, images, logos and icons), photographs, content, notices and other material are protected under copyright, trademark and other intellectual property laws and treaties, and all such intellectual property rights are owned or licensed by Icon Visual.
    1. Icon Visual grants you a perpetual, irrevocable, royalty free, sub-licensable (to your related bodies corporate) licence to use any marketing plan and other materials that arise or are created from your use of Odee for your internal business purposes.
    2. If you provide us with any feedback about Odee, you grant us a perpetual, irrevocable, royalty-free licence to use, adapt, and incorporate it into any future goods and services Icon Visual create.
    3. You grant Icon Visual a limited, royalty-free, non-exclusive, irrevocable license to use anonymized and aggregated Customer Data to create an anonymized and aggregated data set (“Usage Data”) for its own business purposes, including improving Odee. The Usage Data will be created on an aggregated basis together with the anonymized data of other Odee customers. All rights, title, and interest in the Usage Data will be owned by Icon Visual and will not be considered your confidential information.
  9. Usage Restrictions and Availability
    1. You understand and agree that the internet is a public communications network that cannot be controlled by Icon Visual, and any data intended to be delivered to you by means of Odee may be delayed or may not be delivered.
    2. You agree that Icon Visual is not liable for any delays, failure to deliver, or misdirected delivery of any data, for any errors in the content of data, or for any actions taken or not taken by you or any third party in reliance on data.
    3. Odee may be subject to access or other restrictions on use or availability.
    4. You acknowledge that your access and use of Odee may be interrupted from time to time including scheduled and emergency maintenance, equipment malfunction, updates to Odee, and other actions that Icon Visual may reasonably elect to take.
    5. Icon Visual will make reasonable efforts to provide you with advance notice of any changes that may affect your use of Odee.
  10. Term
    1. The term of your access to Odee is set out on the applicable online order form at the time of purchase. Odee services that are purchased on a subscription basis will automatically renew for further periods of 90 days at Odee's then current prices, unless either party gives notice to the other at least 30 days before the end of the then current term.
  11. Suspension
    1. Icon Visual may suspend your access to Odee if Icon Visual reasonably determines that:
      1. you are using Odee in breach of these Terms; or
      2. there is a threat or attack on Odee or other event that may create a risk to Odee, you or any other customer of Odee.
    2. Icon Visual will make reasonable efforts to provide information to you about the reasons for any suspension, and updates regarding resumption of your access to Odee following any suspension.
    3. Icon Visual is not liable for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any suspension of Odee.
  12. Termination
    1. Icon Visual may terminate your access to Odee if you have breached these Terms and that breach is not remedied within 14 days of notice.
    2. Icon Visual may terminate Odee, or any part of Odee, at any time. Icon Visual will use commercially reasonable endeavours to provide you with reasonable notice of the termination of Odee. You acknowledge that Icon Visual’s sole liability to you for termination of Odee under this clause 11.2 will be to provide you with a pro rata refund of any Access Fees paid in advance by you.
    3. You may terminate your access to Odee at any time, but if you do so you acknowledge that any Access Fees you have paid in advance will not be refunded, and Icon Visual has no further liability to you.
    4. Clauses 7, 12, 13, and 16 survive termination of these Terms, as well as any other provision which by its nature should survive.
  13. Limitation of Liability
    1. Other than warranties, conditions, rights or guarantees implied by relevant legislation, the exclusion of which from an agreement would contravene a statute or cause part or all of this agreement to be void (“Non-Excludable Rights”), Icon Visual provides you with Odee “as is”, and Icon Visual does not warrant uninterrupted use or operation of Odee, or that any data sent by or to you will be transmitted in uncorrupted form or within a reasonable amount of time. Except for any Non-Excludable Rights, Icon Visual disclaims all representations, warranties and conditions of any kind, whether express, implied or written, oral, contractual or statutory.
    2. Except for liability in relation to breach of any Non-Excludable Rights and liability referred to in clause 12.3, Icon Visual’s maximum aggregate liability to you in contract, including for one or more breaches of any express term or terms of these Terms, tort (including negligence), statute or otherwise, is limited to the total amount paid by you to Icon Visual in connection with Odee in the 12 month period before the event giving rise to liability arises. For liability relating to breach of any Non-Excludable Rights, to the extent permitted by applicable law, Icon Visual’s liability is limited, at its option, to the cost of repairing or replacing any defective goods, or supplying again or paying the cost of having supplied again any defective services.
    3. Except for Non-Excludable Rights, Icon Visual is not liable for any special, incidental, indirect, punitive or consequential damages, including damages for loss of profits, revenues, privacy, or data, business interruption, failures to transmit or receive data or any other pecuniary loss arising out of or in any way related to the use of or inability to use Odee or otherwise in connection with any provision of these Terms, even if Icon Visual has been advised of the possibility of such damages.
    4. You agree to indemnify, defend and hold harmless Icon Visual, its respective officers, directors, employees, suppliers, subcontractors and agents from any loss, liability, claim, demand, damage, or expenses (including reasonable legal fees) by a third party due to or arising from or in connection with Icon Visual's use of the Customer Data, including a failure by you to obtain the rights referred to in clause 7.1 above.
  14. Confidentiality and Data Protection
    1. Each party must maintain the confidentiality of the other party's confidential information (which includes all information disclosed by one party to the other in circumstances where an obligation of confidence can or should reasonably be implied) and will not without the prior written consent of the other, use, disclose, copy or modify the other party's confidential information (or permit others to do so) other than as necessary for the performance of its rights and obligations under these Terms. Each party must take all precautions reasonably necessary to prevent any unauthorised use, disclosure, copying, publication or dissemination of the other party's confidential information, including at a minimum those taken by that party to protect its own confidential information.
    2. You acknowledge that Icon Visual may disclose to its third party service providers, including IT suppliers, so much of your confidential information as is necessary for Icon Visual to properly supply its services to you.
    3. Icon Visual will take reasonable commercial measures to protect the security and integrity of Odee and Customer Data processed by means of Odee.
    4. Icon Visual will:
      1. comply at all times with applicable privacy and data protection laws; and
      2. collect and handle personal information in accordance with its privacy policy; and
      3. take all reasonable steps to protect the security and integrity of information that can be used to establish the identity of an individual, sensitive information about an individual and your confidential information.
    5. You agree to provide any information, and to obtain any consents, relevant to your use of Odee, including those in relation to the collection, use, disclosure and storage of personal information of any individual whose personal information may be included in Customer Data.
  15. Notices from Icon Visual
    1. You agree that you will receive all notices required under these Terms electronically, by any means reasonably nominated by Icon Visual from time to time, including by email, by posting on our website or by means of Odee.
  16. Assignment
    1. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Icon Visual.
  17. Miscellaneous
    1. These Terms are the entire agreement between you and Icon Visual relating to Odee and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to Odee, or any other subject matter covered by these Terms.
    2. Any part or all of any clause of these Terms that is illegal or unenforceable must be severed from these Terms and will not affect the continued operation of the remaining provisions of this agreement
    3. Waiver of any power or right under these Terms must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver.
    4. Icon Visual is not liable for any delay or failure to perform its obligations under these Terms if such delay is due to a circumstance beyond its reasonable control, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, pandemic, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution and strikes. If a delay or failure by Icon Visual to perform its obligations due to Force Majeure exceeds thirty days, it may immediately terminate these Terms on providing notice in writing to you.
    5. This Agreement, and your relationship with Icon Visual, is governed by the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales, Australia, and any dispute resolution procedure or legal proceedings in connection with these Terms or Odee must be conducted in New South Wales, Australia.
Last updated August 2020.