Visuals2Go Terms and Conditions of Use

1. About the Application

1.1 Visuals2Go

Welcome to Visuals2Go, including Visuals2Go Next, and any version, successor, replacement, renamed or rebranded version of the Visuals2Go application made available by Bo Innovations Pty Ltd (collectively, the “Application”).

The Application is an augmentative and alternative communication (AAC), visual support and educational application designed to support communication, learning and participation.

These Terms and Conditions of Use (“Terms”) apply to your access to and use of the Application, regardless of the name, version, platform or branding under which it is made available, together with associated accounts, websites, features, content, subscriptions, products and services provided by Bo Innovations in connection with the Application (collectively, the “Services”).

1.2 Operator

The Application and Services are owned and operated by:

Bo Innovations Pty Ltd
ACN 621 205 865
PO Box 157
Padstow NSW 2210
Australia

References to “Bo Innovations”, “we”, “us” or “our” mean Bo Innovations Pty Ltd.

1.3 Changes to the Application

We may update, modify, improve, replace, rename or rebrand the Application or any part of the Services from time to time.

A change to the name, branding, version or platform of the Application does not affect the application of these Terms.

2. Acceptance of the Terms

2.1 By downloading, accessing, creating an Account for, browsing or using the Application or Services, you acknowledge that you have read, understood and agree to be bound by these Terms.

Where an option is provided within the Application or website, you may also accept these Terms by selecting or clicking a button indicating that you agree to them.

2.2 If you do not agree to these Terms, you must not access or use the Application or Services.

2.3 Organisations

If you create or use an Account on behalf of an organisation, school, business or other entity, you represent that you have authority to accept these Terms on its behalf.

2.4 Children and Other End Users

Where the Application is used by or for a child or a person who cannot legally enter into these Terms themselves, the Account must be created, managed or authorised by a parent, legal guardian or other person or organisation with appropriate authority.

3. Accounts and Registration

3.1 Certain features of the Application may require you to create an account (“Account”).

An Account may be available independently of a paid Subscription. Some features may be available free of charge, while other features may require a paid Subscription.

3.2 When creating or maintaining an Account, you may be required to provide information including:

• (a) your name;
• (b) your email address;
• (c) a username;
• (d) a password; and
• (e) other information reasonably required to create, maintain or secure your Account or provide the Services.

3.3 You agree that information you provide to us will be accurate, complete and reasonably up to date.

3.4 Account Security

You are responsible for maintaining the confidentiality and security of your Account credentials.

You must notify us as soon as reasonably practicable if you become aware of unauthorised access to or use of your Account.

3.5 Account Sharing

You must not intentionally provide another person with access to your personal Account except where account sharing is expressly permitted by the particular Subscription, licence, school or organisational arrangement applicable to you.

4. Email and Electronic Communications

4.1 Account and Service Communications

By creating an Account, you acknowledge that Bo Innovations may use the email address associated with your Account to send communications reasonably necessary for the operation, administration, security and use of your Account or the Services.

These communications may include:

• (a) account verification and authentication;
• (b) password reset and security notifications;
• (c) subscription, billing and payment information;
• (d) important service notifications;
• (e) information about material changes affecting the Application or Services;
• (f) changes to these Terms or our Privacy Policy; and
• (g) other important administrative information relating to your Account or use of the Services.

Where these communications are necessary to administer, provide or secure your Account or Services, you may continue to receive them while you maintain an Account.

4.2 Getting Started and Support Communications

When you create an Account, we may send you getting-started, onboarding, educational and support communications designed to help you understand, set up and use the Application.

These may include:

• (a) getting-started instructions;
• (b) tutorials and demonstrations;
• (c) information explaining features and functionality;
• (d) AAC and educational guidance relating to use of the Application;
• (e) tips for making effective use of the Application; and
• (f) support information.

Where these communications are optional, you may unsubscribe using the unsubscribe facility provided in the communication.

Unsubscribing from optional getting-started communications does not prevent us from sending essential Account or Service communications.

4.3 Marketing and Promotional Communications

We may separately offer you the opportunity to receive marketing or promotional communications.

Where required by applicable law, we will only send commercial electronic messages where we have the necessary consent or are otherwise legally permitted to do so.

Marketing or promotional electronic communications will include an unsubscribe facility where required by applicable law.

4.4 Personal information used in connection with these communications will be handled in accordance with our Privacy Policy and applicable privacy laws.

5. Subscriptions

5.1 The Application may provide both free and paid features.

Access to certain features, content or Services may require a paid subscription (“Subscription”).

5.2 Subscription options, features, pricing and billing periods may vary and will be displayed before purchase.

5.3 By purchasing a Subscription, you agree to pay the applicable price displayed at the time of purchase.

5.4 Subscriptions may be monthly, annual, lifetime or another duration made available by us.

5.5 Automatic Renewal

Where a Subscription automatically renews, it will continue to renew in accordance with the terms disclosed at purchase and the applicable app store or payment provider's terms unless cancelled before renewal.

5.6 You are responsible for determining whether the Subscription you select is appropriate for your intended use.

5.7 Features included within particular Subscription levels may change over time. Where reasonably practicable, we will provide notice of material changes affecting an existing paid Subscription.

6. Payment

6.1 Payments may be processed through third-party platforms or payment providers, including the Apple App Store, Google Play or other payment services made available by us.

6.2 When purchasing through a third-party platform, your transaction may also be subject to that platform's terms, billing arrangements and payment policies.

6.3 Bo Innovations does not control the payment-processing systems of independent app stores or payment providers.

6.4 Subscription prices may change.

Where applicable, a price change will generally apply from a subsequent Subscription or renewal period rather than retrospectively changing an amount already paid, subject to applicable law and the relevant payment provider's terms.

6.5 Applicable taxes will be dealt with in accordance with applicable law and the information displayed at purchase.

7. Cancellation and Refunds

7.1 You may cancel an automatically renewing Subscription through the platform or payment provider through which it was purchased.

Cancellation generally prevents future renewal and does not necessarily immediately terminate access for a Subscription period already paid for.

7.2 Where a purchase was made through the Apple App Store, Google Play or another third-party payment provider, refund requests may need to be submitted through that provider.

7.3 Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified, including rights available under the Australian Consumer Law.

7.4 Where you are entitled to a refund or other remedy under applicable law, these Terms do not limit that entitlement.

8. Your Obligations

When using the Application or Services, you agree that you will:

• (a) use the Application only for lawful purposes;
• (b) comply with these Terms and applicable laws;
• (c) not attempt to gain unauthorised access to another person's Account or our systems;
• (d) not interfere with or disrupt the operation or security of the Application;
• (e) not introduce viruses, malicious code or harmful material;
• (f) not scrape, harvest, systematically extract or collect information or content from the Application using automated means except where expressly authorised by us;
• (g) not use the Application to distribute unlawful, harmful, abusive, defamatory or infringing material;
• (h) not reverse engineer, decompile or attempt to extract source code from the Application except to the extent such restriction is prohibited by law;
• (i) not reproduce or commercially exploit our proprietary content except as expressly permitted by these Terms, a Commercial Licence or our written permission; and
• (j) respect the privacy and intellectual property rights of others.

9. User-Created Content

9.1 The Application may allow you to create, upload, record, store or otherwise add photographs, images, text, symbols, audio recordings, videos, visual cards, albums, communication resources and other materials (“User Content”).

9.2 You retain ownership of intellectual property rights you hold in your User Content.

9.3 You grant Bo Innovations a non-exclusive, worldwide, royalty-free licence to host, store, process, reproduce and technically use your User Content only to the extent reasonably necessary to operate, maintain, synchronise, back up, improve or provide the Application and Services to you.

This does not transfer ownership of your User Content to Bo Innovations.

9.4 You are responsible for ensuring you have the necessary rights, permissions and consents to upload or use User Content.

9.5 Where User Content relates to a child, student, client, participant or other person, you are responsible for ensuring you have any consent or authority required by applicable law or your organisation.

9.6 You must not knowingly upload User Content that infringes another person's intellectual property, privacy or other legal rights.

10. Visuals2Go Content and Intellectual Property

10.1 Ownership

The Application, Services and materials supplied by Bo Innovations are protected by copyright, trade mark and other intellectual property laws.

Unless otherwise stated, Bo Innovations or its licensors own or control rights in the Application and its content, including:

• (a) Visuals2Go images and illustrations;
• (b) symbols and visual resources;
• (c) graphics;
• (d) logos and branding;
• (e) text;
• (f) audio and video;
• (g) templates;
• (h) user-interface designs;
• (i) software;
• (j) source and object code;
• (k) databases; and
• (l) other content created or supplied by Bo Innovations.

10.2 General Licence

Subject to these Terms and any applicable Subscription, Bo Innovations grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Application and its content for the purposes for which the Application is provided.

10.3 Personal, Educational and Therapeutic Use

Unless otherwise stated, you may use Visuals2Go images and resources for your own personal, communication, educational or therapeutic purposes in accordance with these Terms and your applicable Subscription.

This may include creating and printing communication and educational resources for yourself or individuals you directly support in your role as a parent, carer, educator, therapist or other support person.

This permission does not grant a right to sell, license, commercially redistribute or otherwise commercially exploit Visuals2Go images.

11. Commercial Use of Visuals2Go Images

11.1 Commercial Licence Required

If you wish to use Visuals2Go images for commercial purposes, including incorporating them into products, resources or services that are sold, licensed or commercially distributed, you must obtain a separate Visuals2Go Commercial Licence unless Bo Innovations has expressly authorised the use in writing.

A standard Visuals2Go Subscription does not, by itself, grant a Commercial Licence.

11.2 Examples of Commercial Use

Commercial use may include use of Visuals2Go images in:

• (a) printed products or resources offered for sale;
• (b) physical merchandise;
• (c) print-on-demand merchandise;
• (d) digital worksheets or educational resources offered for sale;
• (e) downloadable communication resources;
• (f) documents or presentations intended for commercial distribution;
• (g) e-books or e-cards;
• (h) commercial websites or publications;
• (i) software, applications or other digital products;
• (j) commercial templates;
• (k) resources sold through online marketplaces;
• (l) educational or therapeutic products offered for sale; and
• (m) other products, resources or services from which you or another person derives commercial benefit.

11.3 Obtaining a Commercial Licence

Commercial Licences are available separately and may be subject to additional licence fees, conditions, usage restrictions, user limits and licence periods.

If you wish to use Visuals2Go images commercially, you must contact Bo Innovations to discuss your intended use and obtain current Commercial Licence pricing and terms.

Pricing may vary depending on factors including:

• (a) the nature and scope of the proposed use;
• (b) number of authorised users;
• (c) organisation size;
• (d) type of product or service;
• (e) intended distribution;
• (f) expected volume;
• (g) whether use is physical or digital; and
• (h) whether the images will be incorporated into software, applications or other products.

No commercial rights are granted merely by contacting us or requesting a quotation.

Commercial use is permitted only once Bo Innovations has approved the proposed use and the applicable Commercial Licence has taken effect.

11.4 Separate Commercial Licence Agreement

Commercial use may be governed by a separate Visuals2Go Commercial Licence Agreement specifying matters including:

• (a) authorised users;
• (b) permitted commercial uses;
• (c) licence duration;
• (d) permitted distribution;
• (e) sales and reproduction rights;
• (f) restrictions on sublicensing and redistribution;
• (g) permitted modifications;
• (h) licence fees; and
• (i) rights and obligations following expiry or termination.

If there is an inconsistency between these Terms and a Commercial Licence Agreement concerning licensed commercial use, the Commercial Licence Agreement will apply to that commercial use.

12. Digital Resources Containing Visuals2Go Images

12.1 Active Commercial Licence Required

Where a Commercial Licensee uses Visuals2Go images in a digital product or resource that is offered for sale, licence, paid download or other commercial distribution, the Licensee must maintain a current and unexpired Visuals2Go Commercial Licence for the entire period during which that product or resource remains commercially available.

This applies even if the digital product or resource was originally created while the Licensee held a valid Commercial Licence.

12.2 Examples

This requirement includes, without limitation:

• (a) digital worksheets;
• (b) educational resources;
• (c) communication resources;
• (d) downloadable documents;
• (e) presentations;
• (f) e-books;
• (g) e-cards;
• (h) digital templates;
• (i) software;
• (j) applications; and
• (k) other digitally distributed commercial products incorporating Visuals2Go images.

12.3 Expiry of Licence

If the Commercial Licence expires or terminates, the Licensee must cease offering the relevant digital product or resource for any new sale, paid download, licence or other commercial distribution.

Where reasonably within the Licensee's control, this includes removing, disabling or otherwise making unavailable commercial listings or downloads through the Licensee's:

• (a) website;
• (b) online store;
• (c) marketplace account;
• (d) digital-resource platform; or
• (e) other distribution channel.

12.4 No Perpetual Commercial Right

Creating a digital product while holding a valid Commercial Licence does not grant a perpetual right to continue selling or commercially distributing that product after the Commercial Licence expires.

The Commercial Licence must remain current for as long as the relevant digital product remains commercially available to new customers.

12.5 Renewal

A Licensee may resume selling or commercially distributing an approved digital product after:

• (a) renewing the applicable Commercial Licence; or
• (b) obtaining express written authorisation from Bo Innovations.

12.6 Existing Customers

Expiry or termination of a Commercial Licence does not affect an end customer's right to continue using a completed digital product or resource that the customer lawfully purchased or received while the seller held a valid Commercial Licence.

The end customer does not thereby acquire ownership of, or an independent right to extract, reproduce, redistribute, resell or commercially exploit, the underlying Visuals2Go images.

13. Physical Commercial Products

13.1 A valid Commercial Licence may permit a Licensee to manufacture, print, distribute and sell approved physical products containing Visuals2Go images during the Licence Term.

13.2 Existing Physical Inventory

Unless a Commercial Licence was terminated because of a material breach, the applicable Commercial Licence Agreement may permit the Licensee to sell completed physical inventory that:

• (a) was lawfully manufactured or printed while the Commercial Licence was active;
• (b) existed as completed physical stock before the licence expired; and
• (c) otherwise complies with the applicable Commercial Licence.

13.3 Sell-Off Period

Unless otherwise specified in the Commercial Licence Agreement, an approved Licensee may sell qualifying existing physical inventory for up to 90 days following expiry of the Commercial Licence.

No additional stock may be manufactured, printed or produced during that Sell-Off Period without a renewed Commercial Licence.

Bo Innovations may agree in writing to a different Sell-Off Period.

14. Restrictions on Commercial Use

Unless you hold an applicable Commercial Licence or have received our prior written permission, you must not:

• (a) sell products or resources containing Visuals2Go images;
• (b) incorporate Visuals2Go images into products, software, applications, websites, publications or templates for commercial distribution;
• (c) commercially redistribute Visuals2Go images in digital or physical form;
• (d) sublicense, resell or make Visuals2Go images available for independent use by another person;
• (e) systematically extract or download Visuals2Go images to create an independent image library, database, competing application or competing service;
• (f) make Visuals2Go images available in a form that allows another person to readily extract or download the underlying images for reuse;
• (g) represent Visuals2Go images or intellectual property as your own; or
• (h) use Visuals2Go intellectual property outside the permitted scope of your Commercial Licence.

15. Modification of Visuals2Go Images

15.1 A Commercial Licence may permit certain modifications or adaptations of Visuals2Go images where expressly allowed by the applicable Commercial Licence Agreement.

15.2 Permitted modifications may include activities such as resizing, recolouring or transforming images where authorised.

15.3 Modification or adaptation does not transfer ownership of the underlying Visuals2Go image or intellectual property to the Licensee.

15.4 Unless otherwise agreed in writing, Bo Innovations retains its intellectual property rights in the underlying Visuals2Go image notwithstanding any permitted modification, adaptation, recolouring or transformation.

16. Visuals2Go Templates

16.1 Unless expressly permitted under a Commercial Licence, Visuals2Go's proprietary printable templates, layouts and resource designs must not be reproduced and sold substantially unchanged.

16.2 A Commercial Licence may permit a Licensee to incorporate licensed Visuals2Go images into resources or templates of the Licensee's own design, subject to the applicable Commercial Licence Agreement.

16.3 Use of Visuals2Go images within a newly designed resource does not transfer ownership of the underlying Visuals2Go images to the Licensee.

17. Third-Party Content and Services

17.1 The Application may integrate with or provide access to third-party websites, platforms, videos, search services, content or other services.

17.2 Third-party content and services are not necessarily owned, operated or controlled by Bo Innovations.

Use of third-party services may be subject to their own terms and privacy policies.

17.3 To the extent permitted by law, we are not responsible for the availability, accuracy, content, security or practices of independent third-party services.

18. Privacy

18.1 Bo Innovations takes privacy seriously.

Personal information collected through your use of the Application and Services will be handled in accordance with our Privacy Policy and applicable privacy laws.

18.2 Our Privacy Policy is available through our website and, where applicable, through the Application.

18.3 You should review our Privacy Policy to understand how we collect, use, store and disclose personal information.

19. Educational and Communication Disclaimer

19.1 Visuals2Go is designed to provide communication, visual support, learning and educational tools.

The Application does not provide medical, psychological, legal or other regulated professional advice and is not intended to replace assessment, diagnosis, treatment or advice from an appropriately qualified professional.

19.2 Information, examples, tutorials, resources and educational material provided through the Application or associated Services are general in nature.

Users remain responsible for determining whether particular strategies, resources or approaches are appropriate for the individual they support.

19.3 Communication and educational outcomes vary between individuals.

We do not guarantee any particular communication, developmental, educational, therapeutic or behavioural outcome from use of the Application.

19.4 Nothing in this section limits any rights or remedies that cannot lawfully be excluded.

20. Availability and Changes to the Services

20.1 We aim to provide reliable Services but do not guarantee that the Application will always be available, uninterrupted or error-free.

20.2 The Application may occasionally be unavailable because of maintenance, upgrades, technical problems, third-party service interruptions or circumstances outside our reasonable control.

20.3 We may add, modify, update, replace or discontinue features from time to time.

20.4 Where a change materially affects a paid Service, we will take reasonable steps to provide notice where appropriate.

21. General Disclaimer

21.1 Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, condition, right or remedy imposed or provided by law that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

21.2 Subject to clause 21.1 and to the maximum extent permitted by law, the Application and Services are provided on an “as available” basis.

21.3 We do not warrant that:

• (a) the Application will operate without interruption;
• (b) the Application will always be free from errors or defects;
• (c) all information available through the Application will always be complete or current;
• (d) third-party services will always remain available; or
• (e) the Application will meet every user's individual requirements.

22. Limitation of Liability

22.1 Nothing in these Terms excludes or limits liability where doing so would be unlawful.

22.2 Subject to clause 22.1 and to the maximum extent permitted by law, Bo Innovations will not be liable for indirect, incidental, special or consequential loss arising from your use of or inability to use the Application or Services.

22.3 To the extent permitted by law, where our liability in relation to a Service can lawfully be limited, our liability may be limited, at our option, to supplying the relevant Service again or paying the reasonable cost of having the Service supplied again.

22.4 You are responsible for maintaining appropriate backups of important information and resources where reasonably possible.

23. Suspension and Termination

23.1 These Terms continue to apply while you access or use the Application or maintain an Account.

23.2 You may stop using the Application at any time.

Where available, you may request closure or deletion of your Account.

23.3 Deleting an Account does not necessarily cancel a Subscription purchased through an app store or third-party payment provider. You may need to separately cancel that Subscription.

23.4 We may suspend or terminate access to an Account or Services where reasonably necessary if:

• (a) you materially breach these Terms;
• (b) your use is unlawful;
• (c) your use creates a material security risk;
• (d) you infringe the rights of Bo Innovations or another person;
• (e) we are required to do so by law; or
• (f) we discontinue the relevant Service.

23.5 Where reasonably practicable and appropriate, we will provide notice before suspending or terminating an Account.

23.6 Clauses intended by their nature to continue after termination, including intellectual property, commercial licensing, liability and dispute provisions, will continue to apply.

24. Indemnity

To the extent permitted by law, you agree to indemnify Bo Innovations against reasonable losses, liabilities, claims, damages and expenses arising directly from:

• (a) your unlawful use of the Application;
• (b) User Content uploaded by you that infringes another person's rights;
• (c) your unauthorised commercial use of Visuals2Go intellectual property;
• (d) your material breach of these Terms; or
• (e) your fraudulent, wilful or deliberately unlawful conduct.

This clause does not require you to indemnify Bo Innovations to the extent a loss was caused or contributed to by Bo Innovations' negligence, unlawful conduct or breach of these Terms.

25. Changes to These Terms

25.1 We may update these Terms from time to time, including to reflect:

• (a) changes to the Application or Services;
• (b) changes to our business or technology;
• (c) changes to applicable laws or regulatory requirements;
• (d) changes to our licensing arrangements; or
• (e) new features or functionality.

25.2 The current version of these Terms will be made available through our website or Application.

25.3 Where changes are material and it is reasonably practicable to do so, we will provide reasonable notice through the Application, by email or another appropriate method.

25.4 The date at the top of these Terms indicates when they were last updated.

26. Dispute Resolution

26.1 Notice

If a dispute arises in connection with these Terms or Services, the party raising the dispute should provide the other party with written notice describing the dispute and the outcome sought.

26.2 Good Faith Resolution

The parties will use reasonable endeavours to resolve the dispute in good faith.

26.3 Mediation

If the dispute cannot be resolved through direct discussions, the parties may agree to attempt to resolve it through mediation before commencing court proceedings.

Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief or exercising rights or remedies available under applicable consumer law.

27. Governing Law and Jurisdiction

27.1 These Terms are governed by the laws of New South Wales, Australia.

27.2 Subject to rights available under applicable laws that cannot be excluded, the parties submit to the jurisdiction of the courts of New South Wales and courts entitled to hear appeals from those courts.

28. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be severed or read down to the minimum extent necessary and the remaining provisions will continue in effect.

29. No Waiver

If we do not immediately exercise a right available under these Terms, this does not mean that we waive that right.

30. Entire Agreement

These Terms, together with our Privacy Policy, any applicable Subscription terms and any separate Commercial Licence Agreement entered into between you and Bo Innovations, constitute the agreement concerning your use of the Application and Services, subject to rights that cannot be excluded by law.

31. Contact Us

Questions about these Terms, your Account, the Services or commercial licensing may be directed to:

Bo Innovations Pty Ltd
ACN 621 205 865
PO Box 157
Padstow NSW 2210
Australia

Email: [email protected]

For enquiries about a Visuals2Go Commercial Licence, please contact us and provide details about your proposed use so that we can advise you of the applicable licensing options and pricing.

32. Meaning of Visuals2Go

For the avoidance of doubt, references in these Terms to “Visuals2Go”, the “Application” or, where appropriate, the “Services” include:

• (a) Visuals2Go;
• (b) Visuals2Go Next;
• (c) versions made available on iOS, Android or other supported platforms;
• (d) updated or successor versions of the Application; and
• (e) any future renamed or rebranded version of the Visuals2Go application provided by Bo Innovations.

A change to the name, branding, version or platform of Visuals2Go does not, by itself, affect the application or enforceability of these Terms.