End User Licence Agreement and Terms and Conditions
1. The basics
(a) “Stripes” means Stripes Developments Pty Limited ACN 675 448 254, Stripes, and our related bodies corporate. This document explains how the agreement is made up and sets out the terms of our agreement with you.
(b) Stripes operates a platform (notionally called Development Navigator) (Navigator). Navigator provides educational information of a general nature for individuals and businesses seeking to learn about or improve their capabilities in property development and related fields. The information provided is not financial, commercial, legal, or other professional advice, and you should seek independent advice before acting on any information. We reserve the right to expand the Navigator platform to serve other industries in the future.
(c) Your use and/or purchase of Navigator and affiliated products, services and websites (including affiliated websites and web and mobile applications (the “Services”)) is subject to the terms of a legal agreement between you and Stripes.
(d) Unless otherwise agreed in writing with Stripes, your agreement with Stripes will always include the terms and conditions set out in this document (“Main Terms”).
(e) Your agreement with Stripes will also include the terms of any additional notices we send you or post on any website owned or operated by Stripes applicable to the Services, in addition to the Main Terms, together with any agreement we enter into with you in relation to any Services (“Further Terms”).
(f) The Main Terms, together with the Further Terms and the Stripes Privacy Policy form a legally binding agreement between you and Stripes in relation to your use of the Services. This agreement (embodying all of these terms) is referred to below as the “Terms”.
(g) If there is any difference between what the Further Terms say and what the Main Terms say in relation to a Service, then the Further Terms shall prevail in relation to a specific Service.
(h) The Terms will apply to all users of the Services, regardless of whether you have a separate agreement with Stripes.
(i) In this document the following definitions apply:
(i) “we” and “us” refers to Stripes.
(ii) “you”, “user”, and “users” refers to any individual or entity who uses the Services
2. Accepting the Terms
(a) Permission to use the Services is conditional upon you as licensee agreeing to the Terms. The Services are only offered to you on condition that you read and accept all the Terms and, where applicable, wish to become a licensee of software comprising the Services.
(b) In order to use the Services, you must first agree to the Terms. You are not allowed to use the Services if you do not accept the Terms.
(c) You can accept the Terms by:
(i) clicking to accept or agree to the Terms (the words “I accept”), where this option is made available to you by Stripes in the user interface for any Service (whether through a web browser, mobile app or otherwise); or
(ii) by actually using the Services. In this case, you agree that Stripes will treat your use of the Services as acceptance of the Terms from that point onwards.
(d) By clicking ‘I Accept’, purchasing the program, or using the Services, you agree to these Terms. If you do not agree, you must not access or use the Services.
(e) By accepting the Terms, you are granted a non-exclusive licence to use the Services subject in entirety to the Terms.
(f) You may not use the Services if you are not of legal age or capacity to form a binding contract with Stripes, or you are a person barred from receiving the Services by law.
3. Provision of the Services by Stripes
(a) Stripes will use all reasonable endeavours to provide the Services as represented on the Stripes website, any Services (including app) interface, or on promotional material. The Services may change, but the Terms as published on this website will remain in force.
(b) Stripes may refuse to allow you to access the Services at its sole discretion, and/or may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Stripes’ sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Stripes when you stop using the Services. Stripes is not required to act in good faith or reasonably.
(c) If Stripes disables access to the website or any Services, or if there is a scheduled or unscheduled outage, you may be prevented from accessing the Services, your account details or any files or other content which is contained therein.
(d) Stripes may in its sole and absolute discretion and without any liability to you or variation of fees payable by you, modify the Services or any component of the Services (including without limitation any software) at any time.
(e) In the event that Stripes publishes or promotes a feature roadmap or otherwise promotes any features of the Services, it shall not be obliged to in fact implement or continue the use of those features.
(f) Your account data and activity are visible only to you and authorised administrators. Other users cannot view your private information.
4. Fees
(a) You agree to pay all applicable fees for Services as a condition of the ongoing grant of any licence by Stripes to you and or your employees.
(b) You agree to pay all fees charged based on Stripes’ pricing, charges, and billing terms notified to you, including prior to your initial acceptance of these terms. For the avoidance of doubt, this may include any charges contained within the Services.
(c) Stripes may increase all prices and licence fees associated with the Services at any time. Where your agreement is a fixed term agreement with Stripes, you will only be required to pay fees as agreed between you and Stripes until the end of that fixed term. By continuing to use the Services after that time, (or where there is no fixed term, after notice is given to you of a fee increase) you will agree to those price changes and must pay the revised fees, and the Terms will otherwise continue to apply.
(d) Payment for Navigator is processed by our secure third-party payment processor. We do not store your full card details. By purchasing, you authorise us or our payment processor to charge your nominated account. All prices are in Australian dollars unless specified otherwise.
(e) In the event that you do not pay all required fees for Services as and when required, Stripes may terminate the licence granted to use the Services and cease providing the Services to you immediately and without notice.
5. Your Use of the Services
(a) You (and any user of the Services) will be subject to and responsible under the Terms, and will also be responsible and indemnify Stripes against all loss and damage occasioned by Stripes as a result of the use of the Services or any breach of the Terms by you and/or any of your employees, servants, agents or contractors.
(b) Stripes is merely an platform that enables users to obtain general guidance on property development related matters. You expressly acknowledge that you will not in any way act or not act in reliance on any guidance given, and that you should always obtain independent legal, financial and commercial advice to ensure the advice you received is tailored to your circumstances. Navigator will NOT provide such advice.
(c) In order to access certain Services, you will be required to provide information about yourself (identification, payment and contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Stripes will always be accurate, correct and up to date, and will be provided in accordance with the Stripes Privacy Policy.
(d) Stripes will rely on the accuracy of the information you provide. All Services will be provided in accordance with the information you have provided as at the date of provision of the Services. Stripes will not be liable to you in any respect or for any amount for any loss suffered by you) if you have not provided accurate information.
(e) Any data you provide to Stripes will be error free, legible (or audible) in a manner that will reasonably be considered to allow us to provide the Services. We will not be liable to you in any respect for any amount for any loss suffered by you if you have not provided information of such quality.
(f) You may not upload or enter any content to the Services without express written authorisation from Stripes to do so. You warrant that you have permission to upload or enter any content to the Services that is or may be required.
(g) You must not at any time upload any offensive or unlawful content to the Services.
(h) You agree to use the Services only for purposes that are agreed at the time of using the Services and in accordance with law.
(i) You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Stripes, unless you have been specifically allowed to do so in a separate agreement with Stripes.
(j) You agree that you will not do anything that interferes with or disrupts the Services.
(k) You will be solely responsible for and Stripes will not be liable to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Stripes may suffer) of any such breach. You agree to indemnify Stripes for any loss suffered by reason of any breach of your obligations under the Terms (including any consequential damage).
(l) You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, and you will not alter, modify, reverse engineer, remove or otherwise obscure any content that you access by using the Services. You must keep all aspects of the Services, including any source code, completely confidential and will not provide any such information to any other party. You will indemnify and hold harmless Stripes for any loss it suffers if you breach this obligation.
(m) You agree that the application and website may require updates and Stripes is released from all liability and loss caused in relation to any updates.
6. Use of GPT application programming interface
(a) Stripes may, in the course of delivering the Services, provide access to and use the OpenAI (or other) generative platform through an application programming interface (API) (AI Services).
(b) You acknowledge that there is no guarantee that the AI Services will be available at all times, and that Stripes’ ability to provide the AI Services is subject to it having access to the relevant API.
(c) You acknowledge that the AI Services may attract Fees and agree to pay those Fees as required by these terms as a condition of your use of the Services (and the AI Services).
(d) The AI Services may be subject to usage restrictions that are applicable to any subscription terms notified to you, including a limit on input and output using the AI Services. You acknowledge that if you exceed those restrictions, you will no longer be able to use the AI Services until your subscription is renewed or, where available, increased.
(e) The AI Services may also be subject to usage frequency limits which are applicable to all users of the AI Services. Stripes reserves the right to limit the number of requests that can be made using the AI Services without recourse to you and without notice where it is required to do so in order to adhere to usage frequency limits applicable to the use of the AI Services.
(f) You acknowledge that Stripes has no control over the output generated using the AI Services, which is dependent not only on a third party platform but also the content of inputs by users of the AI Services. Stripes expressly disclaims liability for all such material. You unconditionally and irrevocably agree to release and indemnify Stripes against any and all claims for loss and damage arising out of or in connection with any output or content generated using the AI Services.
7. Your account security and data security
(a) You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Your responsibility extends to any account or user associated with your organisation. Stripes will not be responsible for any loss suffered by you or any other person by reason of unauthorised use of your account.
(b) Each account is for a single user only and must not be shared. You must keep your registration information accurate and up to date. We may suspend or terminate your account if you breach these requirements.
(c) You may not transfer your account to any other person, unless specifically agreed in writing by Stripes.
(d) If you become aware of any unauthorised use of your password or of your account, you agree to change your account password and notify Stripes immediately using the contact details on our website or within the Services.
(e) We take commercially reasonable steps to protect your personal information and secure your account. However, no system is completely secure, and you use the Services at your own risk.
(f) To the fullest extent permitted by law, you unconditionally and irrevocably release Stripes from all claims for loss and damage in connection with any data breach, hack or other incident which results in your data being accessed by any other party. This will include any data related to credit card information provided by you.
8. Privacy and personal information
(a) Stripes will collect personal information about you in order to provide the Services and for purposes otherwise set out in our Privacy Policy.
(b) We agree that:
(i) Your data belongs to you, is confidential, and we have no right to ownership of it;
(ii) We will not copy or disclose your data except where required by law, which shall be held subject to our Privacy Policy.
(c) The information you provide will be collected by or on behalf of us and may be disclosed to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all our Services. This is limited by our Privacy Policy.
(d) You agree to the use of your data in accordance with Stripes’ Privacy Policy. By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these Terms.
9. Acceptable use
You may post comments, questions, or other content in the Navigator community. By doing so, you grant us a non-exclusive, worldwide, royalty-free licence to use, host, and display that content to operate and promote the Services. You remain responsible for any content you post and must ensure you have the right to share it. We may moderate or remove content that we reasonably consider unlawful, offensive, or inappropriate.
10. Intellectual property
(a) Stripes has the right to use the “Stripes” and Navigator name and “Stripes” intellectual property in the provision of the Services.
(b) All content in Navigator, including video modules, templates, and checklists, is owned by us or our licensors. You may use the content for your personal or business development but may not share, resell, or distribute it. You must not copy or modify our software, or use our materials for competing products.
(c) You acknowledge and agree that Stripes (or Stripes’ licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Stripes and that you shall not disclose such information without Stripes’ prior written consent.
(d) You acknowledge that you have no ownership in the intellectual property comprised in the Services.
(e) Unless you have agreed otherwise in writing with Stripes, nothing in the Terms gives you a right to use any of Stripes’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (whether owned or licensed by Stripes), or any other intellectual property rights belonging to or licensed by Stripes, including within the Services.
(f) In the event that Stripes creates any aspect of the Services or any other work at your request, you irrevocably agree that Stripes will own all intellectual property in such work and its product. You will transfer or assign all such rights on request by Stripes.
(g) You agree to wholly indemnify Stripes for any loss or damage suffered by Stripes by reason of any breach by you of this clause.
11. Indemnity and release
(a) The Services provide educational content for general information purposes only. They are not financial, legal, commercial or professional advice. You should seek independent professional advice before acting on any information provided.
(b) To the fullest extent permitted by law, you agree to indemnify Stripes and hold it harmless against any loss (either direct or indirect) damage or expense whatsoever which Stripes may suffer or incur in respect of:
(1) Your use of the Services;
(2) Any breach by you of the provisions of the Terms;
(3) Any claims in connection with your use of the Services by any person;
(4) Any claims by any person in connection with your infringement of any intellectual property rights arising from your use of the Services; and/or
(5) Any claims by any person against you arising out of or in respect of the exploitation of the intellectual property in the Services by Stripes.
(c) You irrevocably release Stripes and waive all claims for which you may have in the future against Stripes, in respect of any action, claims for or remedy whatsoever in any way attributable to the exploitation of the intellectual property in the Services by Stripes, or your use of the Services.
12. Terminating the agreement
(a) The Terms will continue to apply until terminated by either you or Stripes as set out below.
(b) You may terminate this agreement by giving notice or any other notice requirement specified in Further Terms or other agreement between you and Stripes. Any fees paid prior to termination will not be refundable to you. You will also be required to pay all fees up to and including the end of the current billing period.
(c) Stripes may at any time, terminate its legal agreement with you if:
(i) you have breached any provision of these Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this agreement); or
(ii) Stripes is required to do so by law; or
(iii) any third party regarding whom Stripes offered the Services to you has terminated its relationship with Stripes or ceased to offer the Services to Stripes or you; or
(iv) you or your employer have not made payment as required for the Services;
(v) Stripes is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(vi) the provision of the Services to you by Stripes is, in Stripes’ opinion, no longer commercially viable; or
(vii) for any other reason Stripes in its reasonable discretion thinks fit.
(d) Termination of the agreement will result in an automatic revocation of any licence provided under it in relation to the Services, unless otherwise agreed in writing with Stripes.
(e) Nothing in this Section shall affect Stripes’ rights regarding provision of Services under the Terms.
13. EXCLUSION OF LIABILITY
(a) You expressly acknowledge that Stripes may back up any data related to the Services at its discretion. It is your responsibility to back up all data, subject to your compliance with the Terms. Stripes shall not be responsible under any circumstances for any data loss suffered by you and you unconditionally release Stripes from all associated claims.
(b) Nothing in these terms, shall exclude or limit Stripes’ warranty or liability for losses which may not be lawfully excluded or limited by applicable law (including the Australian Consumer Law) or otherwise contained in any warranty identified in any Further Terms. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
(c) You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided "as is" and “as available.” Stripes has no service level agreement for your benefit, but in the event of any performance issues, will use its best endeavours to provide support.
(d) Stripes may use a third party platform to host the services. Accordingly, it will have no control over the performance or uptime of the services. You expressly acknowledge this and release Stripes from all claims for any loss and damage suffered in connection with any downtime or failure of performance of the Services.
(e) You agree that Stripes will have scheduled and unscheduled downtime and outages for, inter alia, bug fixes and upgrades. Stripes shall not be liable to you in connection with any outages and you unconditionally and irrevocably release Stripes from all claims in connection with or arising out of outages and downtime.
(f) In particular, Stripes does not represent or warrant to you that (and you will have no claims for any liability, loss or damage arising out of the following):
(i) your use of the Services will meet your requirements;
(ii) the advice and or support you receive using the Services will be accurate or fit for purpose;
(iii) any of the information or content you access using the Services is accurate, reliable, or that any particular result or effect will be achieved by using the Services or any of the content accessed or downloaded using the Services;
(iv) your use of the Services will be uninterrupted, timely, secure or free from error, bugs or viruses;
(v) any information obtained by you as a result of your use of the Services will be accurate or reliable; and
(vi) that defects in the operation or functionality of any software provided to you as part of the Services will be corrected.
(g) Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
(h) No advice or information, whether oral or written, obtained by you from Stripes or through or from the Services shall create any warranty not expressly stated in the Terms.
(i) Stripes further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, to the full extent permitted by law.
14. LIMITATION OF LIABILITY
(a) You expressly understand and agree that Stripes, its subsidiaries and affiliates, and its licensors shall not be liable to you for:
(i) any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
(ii) any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;
(iii) any changes which Stripes may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);
(iv) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;
(v) your failure to provide Stripes with accurate account information; or
(vi) your failure to keep your password or account details secure and confidential;
(b) The limitations on Stripes’ liability to you above shall apply whether or not Stripes has been advised of or should have been aware of the possibility of any such losses arising.
(c) We shall not be liable to you for any delay or failure to perform or provide the Services by reason of any circumstances beyond our reasonable control.
(d) To the extent permitted by law, in the event that Stripes is found to be liable to you, our liability shall be limited to a refund of amounts paid by you to Stripes for the three months prior, a replacement of the Services supplied, or reperformance of the Services supplied.
15. Other content
(a) The Services may include hyperlinks to other web sites or content or resources. Stripes may have no control over any web sites or resources which are provided by companies or persons other than Stripes.
(b) You acknowledge and agree that Stripes is not responsible for the availability of any such external sites or resources, including any third party integrated software and payment services providers, and does not endorse any advertising, products or other materials on or available from such web sites or resources, and is not liable for any loss or damage which may be incurred by you in accessing those websites or resources.
16. Changes to the Terms
(a) Stripes may make changes to the Terms from time to time. When these changes are made, Stripes will make a new copy of the Terms available on any platform through which the Services are accessed. Stripes shall not be required to otherwise notify you of any changes to the Terms, and you agree to be bound by the Terms as applicable from time to time. Stripes may choose to notify a primary account holder.
(b) You understand and agree that if you use the Services after the date on which the Main Terms or Further Terms have changed, Stripes will treat your use as acceptance of the updated Terms.
17. General
(a) Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
(b) The Terms constitute the whole legal agreement between you and Stripes and govern your use of the Services (but excluding any services which Stripes may provide to you under a separate written agreement), and completely replace any prior agreements and/or representations between you and Stripes in relation to the Services.
(c) You may not assign your obligations or rights under the Terms without Stripes’ written consent. Stripes may assign its rights and obligations under the Terms to any other person or entity at any time and without the need for your consent.
(d) You agree that Stripes may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
(e) You agree that if Stripes does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Stripes has the benefit of under any applicable law), this will not be taken to be a waiver of Stripes’ rights and that those rights or remedies will still be available to Stripes.
(f) If any court of competent jurisdiction rules that any provision of these Terms is invalid, then that provision will be read down or removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
(g) No agency or partnership shall be construed to have been created by virtue of this agreement.
(h) You acknowledge and agree that each member of any company or entity to which Stripes is directly related (through whole or part ownership or control) shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
(i) The Terms, and your relationship with Stripes under the Terms, shall be governed by the laws of the State of New South Wales (or Australia where applicable). You and Stripes agree to submit to the non-exclusive jurisdiction of the courts located within the State of New South Wales (or Australia, where applicable) to resolve any legal matter arising from the Terms.
(j) You acknowledge and warrant that you are of legal capacity and have obtained, or had a reasonable opportunity to obtain independent legal advice in relation to the Terms and enter this agreement with an understanding of the legal and practical effect of the Terms. Stripes shall not be liable for any breach of this warranty.
