Straight Up One

    Platform Services Terms And Conditions

    This Platform Services Agreement ("Agreement") is entered into by and between Straight Up One ("Provider") and your agency ("Agency"), collectively referred to as the "Parties".

    1. Scope of Services

    Straight Up One provides the Agency with access to a cloud-based marketing, CRM and automation platform (the "Platform"), which the Agency may use and resell to its own clients ("End Clients"). The Agency remains the sole client of Straight Up One, and Straight Up One has no direct contractual relationship, responsibility, or obligation to any End Client. The Platform may include, but is not limited to: CRM and contact management, sales pipelines and opportunities, marketing and automation workflows, email and SMS messaging, calendars and booking, funnels, websites and forms, reporting and analytics, and any additional features made available from time to time. Straight Up One may add, modify, or remove Platform features at its discretion.

    2. Agency Responsibilities

    The Agency agrees to: Serve as the primary contact for the End Client, Configure and manage sub-accounts, users and access on the Platform, Manage all client communications, onboarding and approvals, Ensure its use of the Platform and that of its End Clients complies with all applicable laws and messaging, consent and anti-spam requirements, and Ensure timely payment to Straight Up One as per agreed terms.

    3. Fees and Payment

    Fees for Platform access will be clearly specified on the invoice that Straight Up One provides. The Agency agrees to pay Straight Up One in advance before access is provided or renewed. For ongoing subscriptions, payment terms are strictly 7 days from the invoice date. Usage-based charges, including but not limited to messaging, telephony, email and AI features, are billed in addition to subscription fees. Late or failed payments may incur a 5% monthly late fee and may result in suspension of the Agency's and its End Clients' access to the Platform.

    4. Term and Termination

    This Agreement will continue on a month-to-month basis unless otherwise specified. Either party may terminate this Agreement with 30 days' written notice. The Agency remains responsible for all fees for access and usage provided up to the termination date. Upon termination, the Agency's and its End Clients' access to the Platform will cease, and the Agency is responsible for exporting any data it wishes to retain before the termination date.

    5. Confidentiality

    Both parties agree to keep confidential all proprietary or sensitive information received under this Agreement. Straight Up One will not disclose its involvement to the End Client under any circumstances.

    6. Availability and Performance Disclaimer

    The Platform is provided in part through third-party software, infrastructure and service providers. Availability, uptime, deliverability and certain features may depend on these third-party providers, and Straight Up One does not guarantee uninterrupted or error-free operation. Straight Up One is not liable for outages, delays, data loss, or changes to features that are outside its reasonable control, including third-party provider outages, changes, or discontinuation of service. Scheduled and emergency maintenance may occur from time to time.

    7. Limit of Liability

    The Agency acknowledges and agrees that Straight Up One shall have no liability for any direct, indirect, incidental, consequential, or special damages, including (but not limited to) loss of business, revenue, profits, data, or reputation, arising from or related to this Agreement, the Platform, or any third-party provider. The Agency agrees to indemnify and hold Straight Up One harmless from any claims, damages, or expenses (including legal fees) arising from the Agency's or its End Clients' use of the Platform.

    8. Australian Consumer Law

    Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy conferred on the Agency by the Australian Consumer Law or any other law that cannot lawfully be excluded. To the extent Straight Up One is able to limit its liability under such law, its liability is limited, at its option, to the re-supply of the services or the cost of having the services re-supplied.

    9. Intellectual Property

    The Platform, and all software, systems and underlying technology, remain the property of Straight Up One and its providers. Nothing in this Agreement transfers ownership of the Platform to the Agency. Data, content and materials created or uploaded by the Agency and its End Clients remain the property of the Agency and may be used by the Agency as needed for its End Clients.

    10. Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of Queensland, Australia, without regard to conflict of law provisions.

    11. Entire Agreement

    This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations.