SaaS Agreement
CATALYST CREATIVE PTY LTD trading as Clip & Roll
(ABN 71 700 964 807)
(Provider)
Version 2026-10
SaaS Agreement
BASIS OF AGREEMENT
The Provider operates Clip & Roll, a browser-based video review platform for basketball coaches.
The Provider has agreed to provide the Solution to the Client, and the Client has agreed to access and use the Solution, in accordance with this SaaS Agreement, the Subscription Details and the documents expressly incorporated into this agreement.
PARTIES
PROVIDER | Catalyst Creative Pty Ltd trading as Clip & Roll (ABN 71 700 964 807) |
CLIENT | The individual head coach who creates the Clip & Roll account and accepts this agreement. The Client’s name, email address and other account details are the details recorded in the Client’s Clip & Roll account. |
ACCEPTANCE
The Client enters into this agreement by creating an account and selecting the checkboxes confirming that the Client is 18 years or older, agrees to this agreement and the documents incorporated into it, and states: “I hold the required written parent or guardian consent for each player under 18 whose footage I upload, and I can provide evidence of it if asked”; accompanying help text will explain that consent is normally collected through club or association registration. Each invited Assistant Coach and other End User enters into the End User Licence Agreement in Schedule 3 by ticking the acceptance checkbox presented with a reasonably accessible link to Schedule 3 before accessing the team.
The Provider will record the date, time, account identifier and version of the agreement accepted by the Client and of Schedule 3 accepted by each End User and retain that record as evidence of acceptance.
No signature is required for this agreement to take effect.
TABLE OF CONTENTS
15 EVENTS OUTSIDE A PARTY’S CONTROL
Schedule 1 Solution Scope and Fees
Schedule 2 Acceptable Use Policy
Schedule 3 End User Licence Agreement (EULA)
KEY DETAILS
KEY DETAILS | |
COMMENCEMENT DATE | The date the Client creates a Clip & Roll account and accepts this agreement. |
FREE TRIAL | 30 days from the date you accept this Agreement as a head coach. No payment card is required to start the free trial. If the Client does not start a paid subscription before the free trial ends, the Client’s account will expire at the end of the free trial. |
SUBSCRIPTION TERM | After the free trial, each monthly or annual paid subscription automatically renews for successive periods of the selected billing period until cancelled, with cancellation taking effect at the end of the current billing period, in accordance with this agreement. |
SOLUTION | Clip & Roll, a browser-based video review platform for basketball coaches that enables the Client to: •upload and store basketball game footage; •create, mark and tag clips and plays; •assemble clips into reels; •share reels with players, families and team staff using share links; •invite and manage Assistant Coaches; •receive footage through team upload links; and •use the other functionality made available as part of the Client’s subscription plan. Fees and plan inclusions are those displayed on the Provider’s live pricing page at the time of purchase, as referenced in Schedule 1. |
SUBSCRIPTION PLAN | The Client’s selected subscription plan and applicable inclusions are those displayed on the Provider’s live pricing page at the time of purchase. The Client may purchase available add-ons in accordance with the Fees and plan inclusions displayed on the Provider’s live pricing page at the time of purchase. |
FEES | Fees and plan inclusions are those displayed on the Provider’s live pricing page at the time of purchase, as referenced in Schedule 1. All Fees are in Australian dollars and include GST unless expressly stated otherwise. |
PAYMENT TERMS | Paid subscriptions are billed monthly or annually in advance according to the billing period selected by the Client. Payments are processed through Stripe or another payment processor selected by the Provider from time to time. Subscriptions renew automatically unless cancelled in accordance with this agreement. Additional teams and Assistant Coach seats purchased during a billing period are charged on a pro rata basis in accordance with the Payment provisions of this agreement. |
SUPPORT | Reasonable support is provided through the support channels made available by the Provider from time to time. No guaranteed response time, resolution time or service level applies unless expressly agreed in writing. |
SPECIAL CONDITIONS | Complimentary accounts: Provider may grant complimentary accounts; such accounts may be converted to paid plans upon notice to the account holder. |
SAAS TERMS AND CONDITIONS
1 HOW TO READ THIS AGREEMENT
1.1 MEANING OF CAPITALISED WORDS AND PHRASES
Capitalised words and phrases used in this agreement have the meaning given to them:
(a) in the Subscription Details;
(b) by the words immediately preceding a bolded and bracketed word or phrase; or
(c) in the definitions section of this agreement.
1.2 DOCUMENTS FORMING THIS AGREEMENT
(a)This agreement consists of these SaaS Terms and Conditions, the Subscription Details, the Acceptable Use Policy attached as Schedule 2 and the End User Licence Agreement (EULA) attached as Schedule 3, together with any other document expressly incorporated into this agreement.
(b)The Privacy Policy is incorporated into this agreement to the extent it describes how we collect, use, disclose and handle personal information in connection with the Solution.
1.3 ORDER OF PRECEDENCE
(a)If there is any inconsistency between the documents forming this agreement, the following order of precedence applies:
(i)any Special Conditions expressly agreed by the Provider and the Client;
(ii)the Subscription Details;
(iii)these SaaS Terms and Conditions;
(iv)the Acceptable Use Policy in Schedule 2; and
(v)the End User Licence Agreement (EULA) in Schedule 3, except that Schedule 3 governs an End User’s acceptance of and individual access to the Solution.
(b)The Privacy Policy applies to the handling of personal information and, to the extent of any inconsistency about the handling of personal information, the Privacy Policy will prevail.
2 TERM OF THIS AGREEMENT
(a)This agreement starts when you create an account and accept this agreement and continues until your account is terminated or expires in accordance with this agreement.
(b)If you start with a free trial, your free trial continues for 30 days from the date you accept this Agreement as a head coach unless ended earlier in accordance with this agreement. Your account will expire at the end of the free trial unless you start a paid subscription before the trial ends.
(c)If you start a paid subscription, your subscription will continue for the monthly or annual billing period selected by you at checkout or through the billing portal.
(d)Each monthly or annual subscription will automatically renew for successive periods equal to the selected billing period until cancelled, and cancellation will take effect at the end of the then-current billing period.
(e)For each annual subscription, the Provider’s payment processor will send the account holder a renewal reminder at least 14 days before renewal stating the renewal date and renewal amount and including a link to manage or cancel the subscription; the reminder is currently configured to be sent 15 days before renewal.
(f)If you cancel your subscription, the cancellation will take effect at the end of the then-current billing period and you will retain access until that time, unless your access is suspended or terminated earlier in accordance with this agreement.
(g)The Provider may change the Fees in accordance with the Payment provisions of this agreement. Any change to the Fees will apply from the start of your next billing period after the notice period specified in this agreement.
3 THE SOLUTION
3.1 SCOPE OF SOLUTION
(a)The Solution is Clip & Roll’s browser-based video review platform for basketball coaches and includes the software, functionality and services made available to the Client under the Client’s selected subscription plan.
(b)The Solution enables the Client to upload and store game footage, create and tag clips, assemble clips into reels, share reels by link and manage teams and Assistant Coaches, subject to the features, storage limits and other limits applying to the Client’s subscription plan.
(c)The Provider will use reasonable care and skill in providing the Solution and will comply with applicable laws in providing the Solution.
3.2 CHANGES TO THE SOLUTION
(a)The Provider may update, improve, modify or replace features or functionality of the Solution from time to time, including to maintain or improve performance, security, functionality or compliance.
(b)The Provider will not make a change that materially reduces the core functionality of a paid subscription during the Client’s current billing period unless the Provider gives at least 30 days’ notice and allows the Client to cancel and receive a pro rata refund of prepaid Fees for the unused period, except where the change is reasonably necessary and proportionate to address an urgent security, legal or regulatory requirement or a material change to a third-party service outside the Provider’s reasonable control.
(c)The Client may purchase additional teams or Assistant Coach seats in accordance with the plans and pricing made available by the Provider from time to time.
(d)Where the Client purchases an additional team or Assistant Coach seat during a billing period, the applicable additional fee will be prorated and charged at the time of purchase in accordance with the Fees and Payment provisions of this agreement.
3.3 STORAGE AND USAGE LIMITS
(a)The Client’s use of the Solution is subject to the storage, team, Assistant Coach, file size and other technical or usage limits applying to the Client’s subscription plan, including the limits set out in Schedule 1 or displayed within the Solution from time to time.
(b)If the Client reaches an applicable limit, the Provider may restrict further uploads or use of the affected functionality until the Client reduces its usage or purchases an available add-on or additional capacity.
(c)The Provider may change technical or operational limits where reasonably necessary to operate, secure or improve the Solution, but must give the Client at least 30 days’ notice of any change that materially and adversely affects the Client’s use of the Solution and allow the Client to cancel and receive a pro rata refund of prepaid Fees for the unused period.
(d)The Provider may make a change without prior notice only to the extent reasonably necessary and proportionate to address an urgent security, legal or regulatory requirement, prevent material misuse of the Solution or respond to a material change to a third-party service outside the Provider’s reasonable control, and must notify the Client as soon as reasonably practicable after the change.
3.4 SOFTWARE LICENCE
(a)During the Term, the Provider grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Solution for the Client’s own basketball coaching and team review purposes in accordance with this agreement.
(b)The Client may permit its authorised Assistant Coaches to access and use the Solution through the Client’s account, subject to each invited Assistant Coach first accepting the End User Licence Agreement (EULA) in Schedule 3 by ticking a checkbox before accessing the team, the permissions made available by the Provider and the limits applying to the Client’s subscription plan.
(c)The Client must ensure that each Assistant Coach complies with the provisions of this agreement applicable to that Assistant Coach, including the Acceptable Use Policy in Schedule 2 and the End User Licence Agreement (EULA) in Schedule 3, and is responsible for that Assistant Coach’s use of the Solution.
3.5 HOSTED SERVICES
(a)The Solution is hosted using third-party cloud, storage, content delivery and other service providers selected by the Provider.
(b)Client Data may be stored or processed in Australia and overseas in connection with providing the Solution. Further information about how personal information is handled and the countries in which service providers may process personal information is set out in the Privacy Policy.
(c)The Provider will take reasonable steps to select and use reputable service providers and to protect Client Data against unauthorised access, disclosure, loss, misuse or interference.
(d)The Client acknowledges that the Solution depends on internet connectivity and third-party infrastructure and services and that, subject to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, the Provider does not guarantee that the Solution will be uninterrupted, error-free or available at all times.
(e)The Provider is not responsible for an interruption or failure caused by a third-party service provider or other matter outside the Provider’s reasonable control, except to the extent that liability cannot be excluded or limited by law.
(f)The Provider may maintain backups or other recovery processes for the Solution, but, subject to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, does not guarantee that any particular item of Client Data can be restored following deletion, corruption or loss. The Client should retain its own copy of any footage or other material it considers important.
3.6 SERVICE AVAILABILITY AND MAINTENANCE
(a)The Provider may temporarily suspend or restrict access to the minimum part of the Solution and for the minimum period reasonably necessary to perform maintenance, updates or repairs required to operate, secure or materially improve the Solution, and must use reasonable efforts to minimise disruption to the Client.
(b)Where reasonably practicable, the Provider will give the Client advance notice of scheduled maintenance that is expected to materially affect access to the Solution.
(c)Emergency maintenance may be carried out without prior notice where reasonably necessary to protect the Solution, Client Data, users or the Provider’s systems or to address an urgent technical, security or legal issue.
(d)Subject to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, the Provider does not guarantee any particular level of uptime or availability except where expressly agreed in writing.
3.7 SUPPORT SERVICES
(a)The Provider will provide reasonable support in relation to the Solution during the Term through the support channels made available by the Provider from time to time.
(b)Subject to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, the Provider does not guarantee any particular support response or resolution time unless expressly agreed in writing.
(c)The Client must provide information and reasonable assistance requested by the Provider to investigate and resolve a support issue.
3.8 SUBCONTRACTING AND THIRD-PARTY PROVIDERS
(a)The Provider may use suitably qualified subcontractors and third-party service providers to perform parts of the Solution, including hosting, storage, content delivery, authentication, payment processing, email delivery and error monitoring, provided that the Provider remains responsible for their performance of the Provider’s obligations and ensures they are bound by confidentiality, privacy and security obligations appropriate to their functions.
(b)The Provider remains responsible for performing its obligations under this agreement notwithstanding its use of subcontractors or third-party service providers, except to the extent that this agreement expressly provides otherwise in relation to events outside the Provider’s reasonable control.
4 CLIENT OBLIGATIONS
4.1 GENERAL
The Client must:
(a) provide the Provider with information and reasonable assistance required for the Provider to provide the Solution;
(b) use the Solution only for lawful basketball coaching and team review purposes and in accordance with this agreement;
(c) comply with all laws, competition rules and safeguarding requirements applicable to the Client’s use of the Solution;
(d) ensure that it has all rights, permissions and consents required for its use of the Solution and any Client Data provided through the Solution; and
(e) promptly notify the Provider if the Client becomes aware of any unauthorised access to the Solution, security incident or material breach of this agreement.
4.2 ELIGIBILITY AND AUTHORITY
(a)The Client must be at least 18 years old to create an account and enter into this agreement.
(b)The Client enters into this agreement personally as the account holder and is responsible for the subscription and use of the Solution through the Client’s account.
(c)If the Client provides the name or details of a club, association, team or other organisation, acts or represents that it acts on behalf of such an organisation, or provides Client Data or other materials owned or controlled by such an organisation, the Client warrants that it has the authority required to do so and to grant the rights and permissions required under this agreement.
(d)Providing the details of a club, association, team or other organisation does not make that organisation a party to this agreement unless the Provider expressly agrees otherwise in writing.
4.3 ASSISTANT COACHES
(a)An Assistant Coach must be at least 18 years old before being given access to the Solution.
(b)An invited Assistant Coach must accept the End User Licence Agreement (EULA) in Schedule 3 by ticking a checkbox, and agree to comply with the provisions of this agreement applicable to End Users, including the Acceptable Use Policy in Schedule 2 and the Privacy Policy, before accessing the team.
(c)An Assistant Coach’s acceptance does not make the Assistant Coach responsible for the Client’s subscription Fees or make the Assistant Coach the Client under this agreement.
(d)The Client remains responsible for each Assistant Coach invited to the Client’s team and for ensuring that each Assistant Coach accepts and complies with the End User Licence Agreement (EULA) in Schedule 3 and the other obligations applying to that Assistant Coach’s use of the Solution.
(e)The Provider must prevent initial access by an Assistant Coach or other End User who has not accepted Schedule 3 and may suspend existing access if that person fails to accept a materially updated Schedule 3 within 7 days after written notice, provided that the notice includes a link to the updated Schedule 3 and explains that access will be suspended if acceptance is not completed; access must be restored promptly after acceptance, unless another suspension ground applies.
(f)Existing Assistant Coaches as at deployment of the acceptance process will be required to accept Schedule 3 by ticking the checkbox on their next login before they can continue to access the team, and that post-deployment acceptance satisfies the requirement to accept Schedule 3 before first accessing the Solution for those existing users.
4.4 USERS AND ACCOUNT ACCESS
(a)The Client is responsible for the use of the Solution through its account and for the conduct of any Assistant Coach the Client authorises to access the Solution.
(b)The Client must ensure that each Assistant Coach has accepted and complies with the End User Licence Agreement (EULA) in Schedule 3 and complies with the Acceptable Use Policy in Schedule 2.
(c)The Client must not share its login credentials or permit any person to access the Client’s account other than an Assistant Coach authorised through the functionality made available by the Provider.
(d)The Client must take reasonable steps to keep account credentials secure and must promptly notify the Provider if it knows or suspects that an account or login credential has been accessed or used without authority.
(e)The restrictions on account access do not prevent the Client from providing an authorised team upload link or share link to another person in accordance with this agreement and the Acceptable Use Policy.
4.5 TEAM UPLOAD LINKS
(a)The Client may provide a team upload link to players, parents, volunteers or other persons for the purpose of uploading authorised team footage to the Solution.
(b)The Client is responsible for ensuring that a team upload link is provided only to persons authorised to upload footage on the Client’s behalf and that footage uploaded using that link complies with this agreement and the Acceptable Use Policy.
(c)The Client must not use a team upload link, or permit one to be used, to avoid any restriction, consent requirement or other obligation applying under this agreement.
4.6 USE OF THE SOLUTION
(a)The Client must not, and must not permit any Assistant Coach or other person to:
(i)copy, reproduce, modify, adapt, translate or create derivative works from the Solution or Documentation, except to the extent expressly permitted by law;
(ii) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying structure of the Solution, except to the extent that applicable law expressly permits this despite this restriction;
(iii) remove or alter any copyright, trade mark or other proprietary notice forming part of the Solution or Documentation;
(iv) sell, licence, sublicense, lease, transfer, resell or commercially exploit access to the Solution;
(v) use another person’s account or permit another person to use the Client’s account other than as expressly permitted by this agreement;
(vi) circumvent or attempt to circumvent any access control, security measure, usage limit or technological protection used in connection with the Solution;
(vii) probe, scan or test the vulnerability of the Solution or attempt to gain unauthorised access to another account, team, system or data;
(viii) introduce malware, viruses or other harmful code into the Solution;
(ix) use the Solution in a way that materially interferes with, disrupts or places an unreasonable load on the Solution or its infrastructure; or
(x) use the Solution for any unlawful, fraudulent or unauthorised purpose.
(b)The Client must also comply with the Acceptable Use Policy, which contains additional requirements applying to footage, sharing, players under 18 and prohibited content and conduct.
4.7 CLIENT DATA
(a)The Client retains ownership of its Client Data, subject to the rights granted to the Provider under this agreement.
(b)By uploading, submitting or otherwise making Client Data available through the Solution, including through a team upload link made available by the Client, the Client represents and warrants that:
(i) the Client has the right and authority to provide the Client Data and to permit the Provider to host, store, process and deliver it as contemplated by this agreement;
(ii) the Client Data and the Client’s use of it do not infringe any Intellectual Property Rights, privacy rights, confidentiality obligations or other rights of any person;
(iii) the Client has obtained all permissions, approvals and consents required for the Client Data to be filmed, uploaded, processed and shared through the Solution;
(iv) where Client Data includes a player under 18, the Client holds the written parental or guardian consent required by the Acceptable Use Policy and can produce evidence of that consent if reasonably requested by the Provider;
(v) the Client Data is not uploaded or used in breach of any applicable law, competition rule, broadcast right or safeguarding requirement; and
(vi) the Client Data does not contain malware, viruses or other code intended to damage, interfere with or compromise the Solution or any system connected to it.
(c)The Client must promptly take reasonable steps to correct or remove Client Data if the Client becomes aware that any representation or warranty in this section is no longer accurate.
5 PAYMENT
5.1 FEES
(a)The Client must pay the fees applicable to its selected subscription plan and any add-ons purchased by the Client, as displayed on the Provider’s live pricing page at the time of purchase or otherwise agreed with the Provider, including an agreement for a complimentary account (Fees).
(b)Unless otherwise stated, all Fees are in Australian dollars and include GST.
(c)The Client may use the Solution during the 30-day free trial without providing payment details. If the Client does not start a paid subscription before the free trial ends, the Client’s account will expire in accordance with this agreement.
5.2 SUBSCRIPTION BILLING
(a)Paid subscriptions are billed monthly or annually in advance, according to the billing period selected by the Client.
(b)The Client authorises the Provider and its payment processor to automatically charge the applicable Fees to the Client’s nominated payment method at the beginning of each billing period until the subscription is cancelled or otherwise ends in accordance with this agreement.
(c)Subscriptions automatically renew in accordance with the Term provisions of this agreement.
5.3 ADD-ONS
(a)The Client may purchase available add-ons at the Fees and with the plan inclusions displayed on the Provider’s live pricing page at the time of purchase.
(b)If the Client purchases or increases an add-on during a billing period, the additional Fees for the remainder of that billing period will be calculated on a pro rata basis and charged when the change is made.
(c)Any recurring add-on Fees will then be charged with the Client’s subscription Fees for subsequent billing periods until the relevant add-on is removed or the subscription ends.
5.4 PAYMENT PROCESSING
(a)Payments are processed through Stripe or another payment processor selected by the Provider from time to time.
(b)The Provider does not receive or store the Client’s complete payment card details. Payment information is provided directly to the applicable payment processor and is handled in accordance with that provider’s terms and privacy practices.
(c)The Client must ensure that its payment and billing information is accurate and kept up to date and that the Client is authorised to use the nominated payment method.
5.5 FAILED PAYMENTS
(a)If a payment is declined, reversed or otherwise unsuccessful, the Provider or its payment processor will attempt to collect the payment and may retry the failed payment in accordance with the payment processor’s retry schedule, currently up to 4 retries over approximately 3 weeks.
(b)During the payment processor’s retry schedule, the Client’s account will remain active, and automated failed-payment emails sent by the payment processor to the account holder with a link to update payment details satisfy the notice requirements of this agreement for the failed payment.
(c)If the final retry fails, the subscription will terminate and the Provider may expire or suspend the account in accordance with this agreement; this failed-payment process does not limit the Client’s cancellation or refund protections under this agreement or applicable law.
(d)The Client remains responsible for Fees that became payable before any suspension or termination.
5.6 CANCELLATION AND REFUNDS
(a)The Client may cancel its subscription at any time through the billing portal. Cancellation takes effect at the end of the Client’s then-current billing period, and the Client will retain access to the Solution until that time unless access is suspended or terminated earlier in accordance with this agreement.
(b)Except where required by law or expressly provided otherwise in this agreement, Fees already paid are not refundable merely because the Client cancels during a billing period, and no refund or credit is provided for an unused part of that billing period.
(c)Nothing in this agreement excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified, including any rights under the Australian Consumer Law.
5.7 CHANGES TO FEES
(a)The Provider may change recurring Fees by giving the Client at least 30 days’ advance notice stating the new Fees and effective date, and the Client may cancel before the change takes effect without penalty; no increase may apply during a prepaid annual billing period.
(b)A change to recurring Fees will apply from the beginning of the Client’s next billing period following the effective date stated in the notice and will not retrospectively increase Fees already paid for the current billing period.
5.8 GST
(a)Unless expressly stated otherwise, the Fees include GST.
(b)If the Provider makes a taxable supply under this agreement and an amount payable under this agreement is stated to be exclusive of GST, the Client must pay the GST payable on that supply in addition to the stated amount, subject to the Provider providing a valid tax invoice where required by law.
6 INTELLECTUAL PROPERTY
6.1 CLIENT DATA
(a)The Client retains all rights it holds in Client Data. Nothing in this agreement transfers ownership of Client Data to the Provider.
(b)The Client grants the Provider a non-exclusive, royalty-free licence to host, store, copy, process, modify and transmit Client Data only to the extent reasonably necessary to provide, maintain and support the Solution, including to:
(i) store and process uploaded footage;
(ii) create clips, tags, renders and reels at the Client’s direction;
(iii) make Client Data available to authorised Assistant Coaches and other members of the Client’s team in accordance with their permissions;
(iv) deliver shared reels to recipients of authorised share links; and
(v) use service providers and subcontractors to perform functions necessary to provide the Solution.
(c)The Provider may permit its Personnel, service providers and subcontractors to exercise the rights granted under this licence only to the extent reasonably necessary for them to assist the Provider in providing the Solution.
(d)The licence continues only for so long as reasonably necessary to provide the Solution and to retain and delete Client Data in accordance with this agreement and the Privacy Policy.
(e)The Provider must not sell Client Data, use Client Data for advertising or use footage to train artificial intelligence or machine-learning models.
(f)Nothing in this section permits the Provider to use Client Data for a purpose unrelated to providing the Solution to the Client.
(g)The warranties and obligations applying to the Client’s authority to provide Client Data are set out in the Client Obligations provisions of this agreement.
6.2 PROVIDER IP
(a)The Provider owns or licenses all Intellectual Property Rights in the Solution, including the Software, Documentation, platform design, functionality, technology, branding and other materials made available by the Provider in connection with the Solution.
(b)Except for the limited right to access and use the Solution granted under this agreement, no Intellectual Property Rights in the Provider IP are transferred or assigned to the Client.
(c)The Client must not use the Provider IP except as expressly permitted by this agreement or with the Provider’s prior written consent.
7 CONFIDENTIALITY
7.1 CONFIDENTIAL INFORMATION
(a)Each party must keep the other party’s Confidential Information confidential and must not use or disclose it except as permitted by this agreement.
(b)A party may use or disclose the other party’s Confidential Information:
(i) to its Personnel, professional advisers, contractors, subcontractors and service providers who need the information for the purposes of this agreement and who are subject to obligations of confidentiality;
(ii) with the other party’s prior written consent;
(iii) where required by law, a court or a government or regulatory authority; or
(iv) to the extent the information has become publicly available other than through a breach of this agreement.
(c)Each party must take reasonable steps to ensure that any person to whom it discloses the other party’s Confidential Information under this section keeps that information confidential.
(d)If a party becomes aware of any unauthorised access to, use or disclosure of the other party’s Confidential Information, it must promptly notify the other party and take reasonable steps to prevent or mitigate further unauthorised access, use or disclosure.
8 PRIVACY
(a)The Provider will collect, use, disclose and otherwise handle personal information in connection with the Solution in accordance with its Privacy Policy.
(b)The Client must comply with the Privacy Policy and the privacy and consent obligations applying to the Client under this agreement and the Acceptable Use Policy.
(c)The Privacy Policy explains, among other things, the personal information collected through the Solution, how it is used and disclosed, overseas disclosures, security, retention, access and correction rights, complaints and the handling of footage containing people who do not hold Clip & Roll accounts.
9 DATA PROTECTION
(a)The Provider will take reasonable steps to protect Client Data from misuse, interference, loss and unauthorised access, modification or disclosure, having regard to the nature of the Solution and the Client Data processed through it.
(b)The Provider may use administrative, technical and organisational safeguards appropriate to the Solution, including access controls and security measures used by the Provider and its service providers.
(c)Subject to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, the Provider does not guarantee that the Solution or Client Data will be completely secure or free from unauthorised access, cyberattack, technical failure or other security incidents.
(d)If the Provider becomes aware of unauthorised access to, disclosure of, loss of or interference with Client Data that is reasonably likely to materially affect the Client or require notification under applicable law, the Provider will:
(i) take reasonable steps to investigate the incident;
(ii) take reasonable steps to contain, mitigate and remedy the incident;
(iii) notify the Client where reasonably appropriate or required by law; and
(iv) comply with any applicable notification obligations, including obligations under the Notifiable Data Breaches scheme.
(e)The Provider is not required to disclose information where doing so would breach law, compromise the security of the Solution or another person’s information, or prejudice an investigation.
(f)The Provider’s handling of personal information, including security, overseas disclosures and data breaches, is further described in the Privacy Policy.
10 WARRANTIES
10.1 SERVICE LIMITATIONS
(a)The Provider will use reasonable care and skill in providing the Solution.
(b)The Client acknowledges that the Solution is an online service and that:
(i) the Solution may occasionally contain errors, defects or technical issues;
(ii) access to the Solution may be interrupted or unavailable from time to time, including because of maintenance, internet connectivity or third-party service failures;
(iii) processing, rendering, uploading, downloading or delivery of footage, clips, reels, notifications or other content may be delayed or unsuccessful;
(iv) the Provider does not guarantee that the Solution will be uninterrupted, error-free or available at all times; and
(v) no internet-based service can guarantee absolute security.
(c)Nothing in this section excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, or limits any obligation expressly assumed by the Provider under this agreement.
10.2 CORRECTION OF DEFECTS
(a)If the Client notifies the Provider of a material error, bug or defect affecting the Solution, the Provider will use reasonable efforts to investigate and, where reasonably practicable, correct or work around the issue.
(b)Subject to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, the Provider is not responsible for correcting an issue to the extent it is caused or contributed to by:
(i) the Client’s misuse of the Solution or use contrary to this agreement;
(ii) the Client’s device, browser, internet connection, network or other system outside the Provider’s reasonable control;
(iii) a third-party service or system outside the Provider’s reasonable control; or
(iv) unauthorised modification of, interference with or access to the Solution.
(c)The Client must provide the Provider with information and reasonable assistance required to investigate a reported issue.
10.3 EXCLUSION OF OTHER WARRANTIES
(a)To the maximum extent permitted by law, any representation, warranty, condition or other term that would otherwise be implied into this agreement by law, custom or otherwise is excluded, but this exclusion does not apply to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law.
(b)Nothing in this agreement excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified, including any rights or remedies under the Australian Consumer Law.
(c)Where the Australian Consumer Law or another applicable law permits the Provider to limit its liability for failure to comply with a statutory guarantee, the Provider’s liability will be limited only to the extent permitted by that law.
11 LIABILITY
11.1 LIMITATION OF LIABILITY
(a)To the maximum extent permitted by law, the total aggregate liability of each party arising out of or in connection with this agreement or the Solution, whether in contract, tort, negligence, statute or otherwise, is limited to the total Fees paid or payable by the Client to the Provider in the 12 months immediately preceding the event giving rise to the liability, but this limitation does not apply to any guarantee, right, remedy or liability that cannot lawfully be excluded or limited under applicable law, including the Australian Consumer Law.
(b)If the event giving rise to liability occurs less than 12 months after the Client first starts a paid subscription, the liability cap is the total Fees paid or payable by the Client from the start of that paid subscription to the date of the event giving rise to the liability, except to the extent that applying that cap would exclude or limit any guarantee, right, remedy or liability that cannot lawfully be excluded or limited under applicable law, including the Australian Consumer Law.
(c)The limitation of liability in this section does not apply to:
(i) any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or limited under applicable law, including the Australian Consumer Law;
(ii) liability for fraud or wilful misconduct;
(iii) liability for personal injury or death to the extent caused by a party; or
(iv) liability arising from a party’s breach of confidentiality, infringement of the other party’s Intellectual Property Rights, or the Provider’s breach of applicable privacy or data protection law.
11.2 CONSEQUENTIAL LOSS
(a)To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss arising out of or in connection with this agreement or the Solution, except that loss of or damage to Client Data, reasonable data restoration costs and direct loss of profit or revenue are not excluded merely because they fall within a listed category.
(b)This exclusion does not apply:
(i) to an amount payable by the Client under the Client Indemnity provisions of this agreement;
(ii) to liability for fraud or wilful misconduct;
(iii) to liability for personal injury or death to the extent caused by a party; or
(iv) to any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or limited under applicable law, including the Australian Consumer Law.
11.3 CLIENT INDEMNITY
(a)The Client indemnifies the Provider against direct loss, liability, damage and reasonable external costs finally awarded or agreed in settlement of a third-party claim to the extent caused by the Client’s breach of the matters listed below, provided that the Provider promptly notifies the Client, gives the Client reasonable control of the defence and settlement, does not admit liability or settle without the Client’s consent (not to be unreasonably withheld), and provides reasonable assistance at the Client’s cost:
(i) Client Data infringing the Intellectual Property Rights, privacy rights or other rights of a third party;
(ii) the Client not having the rights, permissions or consents required to upload, process or share Client Data through the Solution, including any parental or guardian consent required under the Acceptable Use Policy; or
(iii) the Client’s material breach of the warranties applying to Client Data under this agreement.
(b)The Client’s liability under this indemnity will be reduced to the extent that the relevant loss was caused or contributed to by the Provider’s breach of this agreement, negligence or wilful misconduct.
(c)The Provider must take reasonable steps to mitigate any loss for which it seeks indemnification under this section.
11.4 AUSTRALIAN CONSUMER LAW
(a)Notwithstanding any other provision of this agreement, no exclusion, limitation, indemnity or other risk-allocation provision excludes, restricts or modifies any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law.
(b)Where the Australian Consumer Law permits liability for a failure to comply with a consumer guarantee to be limited, the Provider’s liability will be limited only to the extent permitted by that law.
12 TERMINATION
12.1 TERMINATION BY THE CLIENT
(a)The Client may cancel its paid subscription at any time through the billing portal in accordance with the Payment provisions of this agreement.
(b)Cancellation takes effect at the end of the Client’s then-current billing period, and the Client may continue to access the Solution until that time unless access is suspended or terminated earlier under this agreement.
(c)If the Client does not start a paid subscription before the end of a free trial, the account will expire at the end of the free trial.
12.2 TERMINATION OR SUSPENSION BY THE PROVIDER
(a)The Provider may suspend access to some or all of the Solution, or terminate this agreement, if:
(i) the Client materially breaches this agreement and, where the breach is capable of remedy, does not remedy the breach within 14 days after receiving written notice describing the breach and the action required to remedy it;
(ii) the Client fails to pay an amount due under this agreement and does not remedy the failure within the applicable grace period;
(iii) the Client or an End User commits a breach of the Acceptable Use Policy in Schedule 2 or, in the case of an End User, the End User Licence Agreement (EULA) in Schedule 3, for which suspension or termination is permitted under the applicable schedule, after any applicable notice and cure period;
(iv) the Client’s use of the Solution is unlawful, fraudulent or reasonably considered by the Provider to create a material security, safety or legal risk; or
(v) the Provider is required to suspend or terminate access by law, a court, regulator or other lawful authority.
(b)The Provider may terminate this agreement immediately without prior notice for a zero-tolerance breach identified in the Acceptable Use Policy, including prohibited abusive, sexualised or exploitative content involving a person under 18, only where the threshold in Schedule 2 clause 8(b) is met because the conduct is serious, deliberate or repeated, or creates a material safeguarding or legal risk.
(c)Except where immediate action is reasonably necessary to address fraud, unlawful conduct or a material security, safeguarding or legal risk, the Provider must first give the Client written notice and any applicable cure period and must use the least restrictive suspension or other measure reasonably proportionate to the nature, severity and consequences of the breach.
12.3 TERMINATION BY THE PROVIDER FOR CONVENIENCE
(a)The Provider may terminate this agreement for convenience only where it discontinues the Solution or the relevant subscription plan, by giving the Client at least 60 days’ written notice and refunding prepaid Fees for the period after termination.
(b)If the Client has a monthly subscription, termination will take effect at the end of the monthly billing period in which the 60-day notice period expires, unless the notice specifies a later date. The Client may continue to use the Solution until the effective termination date and will not be charged for any billing period beginning after that date.
(c)If the Client has an annual subscription, the Client may continue to use the Solution until the termination date stated in the notice and the Provider will refund the portion of any annual subscription Fee paid in advance that relates to the period after the termination date.
(d)A termination for convenience does not affect any amount that became payable before the termination date.
12.4 CONSEQUENCES OF TERMINATION OR EXPIRY
(a)When this agreement terminates or expires:
(i) the Client’s right to access and use the Solution ends, subject to any access continuing until the effective cancellation or termination date under this agreement;
(ii) the Client remains responsible for any Fees or other amounts that became payable before termination or expiry;
(iii) any licence granted to the Client to use the Provider IP ends, except to the extent expressly stated otherwise in this agreement; and
(iv) any provision that by its nature is intended to continue after termination or expiry will continue, including provisions relating to Intellectual Property, Confidentiality, liability, indemnities and accrued rights.
(b)Termination or expiry does not affect any rights, remedies, obligations or liabilities that accrued before the termination or expiry date.
12.5 CLIENT DATA AFTER ACCESS ENDS
(a)When the Client’s access to the Solution ends, the Provider will retain the Client’s account data and remaining Client Data for 30 days, unless the Provider is required by law to retain particular information for longer or to remove particular content sooner.
(b)The Provider will notify the Client when access ends and state the scheduled deletion date, and will send a further reminder approximately 7 days before that date.
(c)During the 30-day retention period, the Client may contact the Provider about reactivating the account or obtaining any available Client Data, subject to the functionality and processes made available by the Provider.
(d)At the end of the 30-day retention period, the Provider will permanently delete the Client’s remaining account data and Client Data in accordance with the Privacy Policy, subject to any information the Provider is required by law to retain.
(e)The Client is responsible for retaining its own copy of any footage or other Client Data it wishes to keep before permanent deletion occurs.
(f)Deletion of particular footage, clips or reels during an active subscription is governed by the Privacy Policy and may occur before termination or expiry of this agreement.
13 DISPUTE RESOLUTION
(a)If a dispute arises out of or in connection with this agreement, either party may give the other party written notice describing the dispute.
(b)The parties must use reasonable efforts to resolve the dispute in good faith before commencing court proceedings.
(c)If the dispute is not resolved through direct discussions, either party may propose mediation. If the parties agree to mediate, they will agree on a mediator and the procedure for the mediation and share the mediator’s fees equally unless otherwise agreed.
(d)Nothing in this section prevents either party from:
(i) seeking urgent interlocutory or injunctive relief;
(ii) taking steps necessary to preserve a legal right or comply with a limitation period; or
(iii) exercising any right or remedy available under the Australian Consumer Law or another law that cannot be excluded or restricted.
14 NOTICES
(a)A notice under this agreement must be given in writing by email.
(b)A notice to the Client may be sent to the email address associated with the Client’s account or any replacement email address notified to the Provider.
(c)A notice to the Provider may be sent to the email address specified for notices or support in this agreement or otherwise published by the Provider for that purpose.
(d)A notice sent by email is taken to have been received 24 hours after it is sent unless the sender receives a delivery failure notification or otherwise knows that the notice was not delivered.
(e)This section does not prevent the Provider from sending operational, billing, security, retention or other service notices through the Solution or by email where this agreement expressly permits or requires it.
15 EVENTS OUTSIDE A PARTY’S CONTROL
(a)Subject to any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, a party is not liable for a delay or failure to perform an obligation under this agreement to the extent that the delay or failure is caused by an event outside that party’s reasonable control, including:
(i) natural disasters, fire, flood, storm or other severe weather;
(ii) war, terrorism, civil unrest or industrial action;
(iii) epidemics or pandemics;
(iv) government action or lawful orders;
(v) failure or interruption of telecommunications, internet, electricity or other essential infrastructure; or
(vi) failure or interruption of a third-party service relied on to provide the Solution where the failure is outside the affected party’s reasonable control.
(b)This section does not excuse the Client from paying an amount that became due before the relevant event occurred.
(c)The affected party must:
(i) take reasonable steps to minimise the effect of the event;
(ii) resume performance as soon as reasonably practicable; and
(iii) notify the other party where the event materially affects its ability to perform its obligations under this agreement.
16 GENERAL
16.1 GOVERNING LAW AND JURISDICTION
(a)This agreement is governed by the laws of Victoria, Australia.
(b)Subject to any rights the Client has under applicable law to bring proceedings elsewhere, each party submits to the jurisdiction of the courts of Victoria and any courts that hear appeals from those courts.
16.2 CHANGES TO THIS AGREEMENT
(a)The Provider may update this agreement only where reasonably necessary to reflect changes to the Solution, applicable law or regulatory requirements, or legitimate business practices, provided that no update may retrospectively apply or materially reduce the Client’s rights or increase the Client’s obligations without the notice and cancellation rights in this section.
(b)If a change materially affects the Client’s rights or obligations, the Provider will give the Client at least 30 days’ notice by email before the change takes effect, unless a shorter period is reasonably necessary to comply with law, address a security issue or respond to circumstances outside the Provider’s reasonable control.
(c)The Provider may require the Client to accept a materially updated version of this agreement before continuing to use the Solution after the change takes effect.
(d)If the Client does not agree to a material change, the Client may cancel its subscription before the change takes effect and receive a pro rata refund of prepaid Fees for the unused period, and the change will not apply to the Client before cancellation takes effect.
(e)Changes to Fees are governed by the Payment provisions of this agreement.
16.3 WAIVER
(a)A failure or delay by a party to exercise a right or remedy under this agreement does not waive that right or remedy.
(b)A waiver is effective only if it is given in writing by the party granting the waiver and applies only to the particular circumstances for which it is given.
16.4 SEVERANCE
If any provision of this agreement is wholly or partly void, invalid or unenforceable, that provision will be severed or read down to the minimum extent necessary and the remainder of this agreement will continue in effect.
16.5 ASSIGNMENT
(a)The Client must not assign, transfer or otherwise deal with its rights or obligations under this agreement without the Provider’s prior written consent, which must not be unreasonably withheld.
(b)The Provider may assign or transfer its rights or obligations under this agreement as part of a bona fide sale, transfer or restructure of its business or the Solution by giving the Client prior written notice, provided that the assignee has the capacity to perform the Provider’s obligations and the assignment does not materially reduce the Client’s rights or increase the Client’s obligations; otherwise, the Client may cancel and receive a pro rata refund of prepaid Fees for the unused period.
16.6 ELECTRONIC ACCEPTANCE
(a)This agreement is entered into electronically when the Client accepts it through the Solution, including by selecting the acceptance checkbox presented at registration or as otherwise required by the Provider.
(b)The Provider may record the date, time and version of the agreement accepted by the Client as evidence of acceptance.
(c)No handwritten or electronic signature is required for this agreement to be binding.
16.7 COSTS
Except where this agreement expressly provides otherwise, each party is responsible for its own costs and expenses associated with entering into and performing this agreement.
16.8 ENTIRE AGREEMENT
(a)This agreement, including the documents expressly incorporated into it, constitutes the entire agreement between the parties in relation to the Solution and supersedes any prior agreement, representation, negotiation or understanding relating to its subject matter.
(b)Nothing in this section excludes liability for fraud or excludes, restricts or modifies any guarantee, representation, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law.
16.9 INTERPRETATION
Unless the context requires otherwise:
(a) words in the singular include the plural and vice versa;
(b) a reference to a person includes an individual, company, partnership, association, trust, government authority or other legal entity;
(c) a reference to a party includes that party’s successors and permitted assigns;
(d) a reference to this agreement includes its schedules and any document expressly incorporated into it;
(e) a reference to a document includes that document as amended or replaced in accordance with its terms;
(f) headings are for convenience only and do not affect interpretation;
(g) including and similar words do not limit the words preceding them;
(h) a reference to law includes that law as amended, replaced or re-enacted from time to time; and
(i) a reference to $, dollars or AUD is to Australian dollars.
17 DEFINITIONS
In this agreement, capitalised terms have the meaning given to them in the Subscription Details or elsewhere in this agreement and, unless the context requires otherwise, the following terms have the meanings set out below.
Term | Definition |
Acceptable Use Policy | means the Provider’s acceptable use policy forming part of this agreement as Schedule 2, as amended in accordance with its terms. |
Assistant Coach | means an End User invited by the Client to access and use the Solution as an assistant coach through the functionality made available by the Provider. |
Australian Consumer Law | means the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth). |
Client | means the individual head coach who creates the account, accepts this agreement and is responsible for the subscription. |
Client Data | means any footage, files, data, information, clips, tags, reels or other material uploaded, submitted, created or otherwise made available through the Solution by or on behalf of the Client, including through a team upload link. |
Confidential Information | means information disclosed or made available by one party to the other that is confidential by its nature, is identified as confidential or would reasonably be understood to be confidential, but does not include information that is or becomes publicly available other than through a breach of confidentiality. |
Documentation | means any user guides, help materials, instructions or other documentation made available by the Provider in connection with the Solution. |
End User | means an Assistant Coach or any other individual expressly authorised by the Client and permitted by the Provider to access and use the Solution through the Client’s account, but does not include the Client. |
End User Licence Agreement (EULA) | means the end user licence agreement forming part of this agreement as Schedule 3 and required to be accepted by each End User before accessing the Solution. |
Fees | means the subscription fees and any additional fees payable by the Client under this agreement, including fees for additional teams or Assistant Coach seats. |
Intellectual Property Rights | means all present and future intellectual property and proprietary rights anywhere in the world, whether registered or unregistered, including copyright, trade marks, designs, patents, domain names, trade secrets, know-how and rights in confidential information, and any rights to apply for, register, renew or enforce those rights. |
Personnel | means, in relation to a party, its officers, employees, contractors, subcontractors, agents and professional advisers. |
Privacy Policy | means the Provider’s privacy policy applying to the Solution, as amended from time to time in accordance with its terms. |
Provider | means the entity identified as the provider in the Subscription Details or other introductory details of this agreement, trading as Clip & Roll. |
Provider IP | means the Solution, Software, Documentation, platform design, technology, functionality, branding and other materials owned or licensed by the Provider, together with the Intellectual Property Rights in those materials, but excluding Client Data. |
Software | means the browser-based software platform operated by the Provider under the Clip & Roll brand and forming part of the Solution. |
Solution | means the Clip & Roll browser-based video review platform and associated services described in the Solution provisions of this agreement and made available under the Client’s selected subscription plan. |
Subscription Details | means the details of the Client’s selected subscription plan, billing period, Fees, teams, Assistant Coach seats and other applicable subscription information displayed or recorded when the Client subscribes or subsequently changes its subscription. |
Term | means the period during which this agreement remains in effect in accordance with the section titled “TERM OF THIS AGREEMENT”. |
Schedule 1 Solution Scope and Fees
The Client’s subscription includes access to the Clip & Roll Solution in accordance with this agreement. Fees and plan inclusions are those displayed on the Provider’s live pricing page at the time of purchase: https://clipandroll.com/pricing.
The Provider may change the Fees in accordance with the Payment provisions of this agreement.
Schedule 2 Acceptable Use Policy
1 APPLICATION
(a)This Acceptable Use Policy is Schedule 2 to, applies to all use of the Clip & Roll Solution under, and forms part of the agreement between Catalyst Creative Pty Ltd trading as Clip & Roll (Provider) and the Client.
(b)Capitalised terms used in this policy have the meaning given to them in the agreement unless otherwise stated.
(c)By creating an account, accepting the agreement or accessing or using the Solution, the Client agrees to comply with this policy.
(d)The Client is responsible for ensuring that each Assistant Coach and other End User is invited through the Provider’s onboarding process, accepts the End User Licence Agreement in Schedule 3 before accessing the Solution and complies with this policy.
(e)A breach of this policy by an Assistant Coach or other authorised user may be treated as a breach by the Client.
2 PERMITTED USE
(a)Clip & Roll is a video review platform intended for organised basketball coaching and team review. The Client may use the Solution to:
(i) upload and store authorised basketball game footage;
(ii) create, mark and tag clips and plays;
(iii) assemble clips into reels;
(iv) share reels with players, families and team staff using authorised share links;
(v) invite and manage Assistant Coaches;
(vi) receive authorised footage through team upload links; and
(vii) use other functionality made available as part of the Client's subscription plan.
(b)The Solution is designed primarily for competitions at Under 12 level and above. It is not a general-purpose video hosting, publishing or distribution service and must not be used for purposes unrelated to basketball coaching and team review.
3 FOOTAGE OF PLAYERS UNDER 18
(a)The Client acknowledges that footage uploaded to the Solution may include players under 18 and must ensure that the safety, privacy and safeguarding requirements applying to those players are observed.
(b)Before uploading footage that includes a player under 18, the Client must hold written consent from a parent or guardian of that player which permits the player to be filmed and the footage to be used and shared for coaching and team review purposes through the Solution.
(c)Where consent has been obtained through a club, association, competition or registration process, the Client must ensure that the consent is sufficiently broad to cover the relevant use of the footage through the Solution.
(d)By uploading footage that includes a player under 18, the Client represents and warrants that:
(i) the required written parental or guardian consent has been obtained;
(ii) the consent covers the filming, uploading, processing and sharing of the footage through the Solution;
(iii) the proposed use and sharing of the footage does not exceed the scope of that consent; and
(iv) the Client can provide reasonable evidence of the consent to the Provider if requested.
(e)The Client must comply with all child safeguarding requirements applicable to the Client's use of the Solution, including any applicable Basketball Australia child safeguarding policies, competition requirements and state or territory child safe standards.
(f)Nothing in this policy limits or reduces any safeguarding, privacy, consent or other obligation imposed on the Client by law, a sporting body, club, association or competition.
(g)Clip & Roll is not intended for competitions below Under 12 level. If the Client uses the Solution in connection with a younger age group, the Client must hold explicit written consent from a parent or guardian of every player under 18 appearing in the footage which specifically permits the footage to be used for video review through the Solution.
4 SHARING FOOTAGE
(a)Share links are intended for controlled distribution to players, their families and authorised team staff and must not be used as a means of publicly distributing footage.
(b)The Client must:
(i) only provide a share link to a person who is authorised to view the relevant footage;
(ii) not post or publish a share link on social media, a public website, a public forum or any other location where it is available to the general public or capable of general discovery;
(iii) not share footage of a player under 18 more widely than permitted by the consent held for that player;
(iv) take reasonable steps to ensure recipients understand that a share link is intended only for the authorised recipients; and
(v) not use a share link to circumvent any consent requirement, competition rule, broadcast restriction or other obligation applying to the footage.
(c)A share link operates as an access key and any person who obtains the link may be able to access the relevant reel. The Client is responsible for exercising reasonable care when distributing share links.
(d)Share links expire after 7 days by default and downloads are disabled by default. If the Client extends the expiry period, enables downloading or otherwise changes available sharing controls, the Client accepts responsibility for the resulting distribution and use of the footage to the extent within the Client's control.
(e)A person who receives footage through Clip & Roll must not forward, republish, redistribute or otherwise make that footage available to another person unless authorised by the Client or otherwise permitted by law.
(f)If the Client wishes to publicly publish footage for which the Client holds appropriate consent, including tournament highlights or promotional footage, the Client must publish that footage through the Client's own authorised channels rather than by making a Clip & Roll share link publicly available.
5 WITHDRAWAL OF CONSENT
(a)If the Client becomes aware that a parent, guardian or other person with authority to do so has withdrawn or limited consent relating to footage of a player under 18, the Client must promptly:
(i) stop sharing the affected footage to the extent required by the withdrawal or limitation;
(ii) remove or disable access to the affected content where the Client has the ability to do so; and
(iii) contact the Provider at privacy@clipandroll.com if assistance is required to remove or restrict access to the affected content.
(b)The Client must not continue to use or share footage in a manner that is inconsistent with a valid withdrawal or limitation of consent.
6 TEAM UPLOAD LINKS
(a)The Client may provide a team upload link to players, parents, volunteers or other persons for the purpose of providing authorised basketball footage to the Client through the Solution.
(b)The Client must:
(i) only provide a team upload link to persons authorised to upload footage on the Client's behalf;
(ii) take reasonable steps to prevent unauthorised distribution or misuse of a team upload link;
(iii) ensure that footage submitted through a team upload link complies with this policy and the agreement; and
(iv) not use or permit a team upload link to be used to avoid any consent, privacy, safeguarding, competition, broadcast or other requirement.
(c)Footage uploaded through a team upload link is treated as Client Data and the Client remains responsible for ensuring that the required rights, permissions and consents exist in relation to that footage.
7 PROHIBITED USE
The Client must not, and must not permit any Assistant Coach or other person to, use the Solution to:
(a) upload, store, process or share content other than authorised sport footage and related coaching or team review materials that the Client has the right to use;
(b) upload, create, store or share content that is unlawful, abusive, threatening, exploitative, sexually explicit, sexualised or otherwise inappropriate;
(c) create, upload, store or share any sexualised, exploitative or abusive content involving a person under 18;
(d) bully, harass, humiliate, threaten, vilify, intimidate or discriminate against any player or other person, including through footage selection, clips, tags, labels, reel titles or other functionality;
(e) upload or distribute footage in breach of a competition's broadcast, streaming, media or other rights;
(f) upload or distribute footage without the rights, permissions or consents required for that use;
(g) access or attempt to access another team's account, footage, data or other content without authority;
(h) probe, scan, test, bypass, circumvent or interfere with any security, access control or technical restriction applying to the Solution;
(i) share login credentials or permit unauthorised persons to access an account;
(j) introduce malware, viruses or other malicious or harmful code;
(k) use the Solution in a manner that materially disrupts, interferes with or places an unreasonable load on the Solution or its infrastructure;
(l) resell access to the Solution or use the Solution as a service for the commercial redistribution, licensing or sale of footage;
(m) use share links, team upload links or other functionality to circumvent the limits of the Client's subscription or any restriction applying under the agreement; or
(n) use the Solution for any unlawful, fraudulent, unauthorised or improper purpose.
8 ZERO-TOLERANCE CONTENT
(a)The Provider applies a zero-tolerance approach to content that is abusive, sexualised or exploitative in relation to a person under 18.
(b)If the Provider reasonably believes on objective grounds that content of this nature has been uploaded, created, stored or shared through the Solution, the Provider may immediately remove or disable access to that content and may suspend the relevant account to the extent reasonably necessary to address the risk; the Provider may terminate the account without prior notice only where the conduct is serious, deliberate or repeated, or creates a material safeguarding or legal risk, and must promptly notify the Client of the action and reasons unless prohibited by law.
(c)The Provider may preserve, disclose or report relevant information to the Australian Federal Police, the eSafety Commissioner, another law enforcement body, regulator or other authority where required or permitted by law or where reasonably necessary to respond to suspected unlawful conduct.
9 TAKEDOWN REQUESTS AND COMPLAINTS
(a)A parent, guardian, player, club, association or other affected person may request that footage or other content be reviewed or removed by contacting privacy@clipandroll.com.
(b)The Provider will aim to respond to a takedown or privacy request within 2 business days and may temporarily disable access to the relevant content while the request is reviewed.
(c)When considering a request, the Provider may seek information from the Client, the person making the request or another relevant person or organisation to determine whether the content may continue to be hosted or shared.
(d)The Provider may remove, restrict or disable access to content immediately and without prior notice only to the extent reasonably necessary and proportionate to address the circumstances below, and must promptly notify the Client of the action and reasons unless prohibited by law or doing so would materially prejudice an investigation:
(i) the Provider receives a lawful removal notice, direction or request from the eSafety Commissioner, a court, law enforcement body or another competent authority;
(ii) the Provider reasonably believes the content is unlawful;
(iii) the content appears to involve the zero-tolerance conduct identified in this policy;
(iv) the Provider reasonably believes continued availability of the content creates a material safeguarding, privacy, security or legal risk; or
(v) removal or restriction is expressly permitted under the agreement and is reasonably necessary to address a material breach or material safeguarding, privacy, security or legal risk.
(e)To the maximum extent permitted by law, the Provider is not liable merely because it removes, restricts or disables access to content in circumstances permitted by this policy or the agreement, but this exclusion does not apply to any guarantee, right, remedy or liability that cannot lawfully be excluded or limited under applicable law, including the Australian Consumer Law.
10 ENFORCEMENT
(a)If the Client, an Assistant Coach or another person using the Client's account breaches this policy, the Provider may take action having regard to the nature, severity, frequency and consequences of the breach.
(b)The Provider may:
(i) give the Client a warning or require the Client to remedy the breach;
(ii) remove or restrict access to particular content;
(iii) disable or restrict sharing, uploading or other functionality;
(iv) suspend an Assistant Coach or other user's access;
(v) suspend the Client's account; or
(vi) terminate the Client's account and the agreement where permitted under the agreement.
(c)A breach involving zero-tolerance content may result in immediate removal of content and, where the conduct is serious, deliberate or repeated, or creates a material safeguarding or legal risk in accordance with clause 8(b), termination of the account without prior warning, and may be reported to relevant authorities where required or permitted by law.
(d)The Client remains responsible for breaches of this policy by Assistant Coaches and other persons whom the Client authorises to access or use the Solution.
11 ACCOUNT TERMINATION, EXPIRY AND DATA
(a)If the Client's subscription is cancelled or the Client's account otherwise terminates or expires, including because a free trial expires without the Client commencing a paid subscription, the Client's access to the Solution will end in accordance with the agreement.
(b)The Provider will retain the Client's account data and remaining Client Data for 30 days after access ends, unless particular information is required by law to be retained for longer or particular content must be removed sooner.
(c)The Provider will notify the Client when access ends and state the scheduled deletion date and will send a further reminder approximately 7 days before that date.
(d)During the retention period, the Client may contact the Provider regarding reactivation or any available process for obtaining Client Data.
(e)At the end of the applicable retention period, the Provider will permanently delete the remaining account data and Client Data in accordance with the agreement and Privacy Policy.
(f)The Client is responsible for retaining its own copy of any footage or other Client Data it wishes to keep before permanent deletion occurs.
12 CHANGES TO THIS POLICY
(a)The Provider may update this policy from time to time where reasonably necessary to reflect changes to the Solution, safeguarding practices, business practices, legal requirements or regulatory requirements.
(b)If a change materially affects the Client's rights or obligations, the Provider will give at least 30 days’ advance notice by email and allow the Client to cancel and receive a pro rata refund of prepaid Fees for the unused period, unless a shorter period is reasonably necessary and proportionate to comply with law, respond to an urgent safeguarding or security issue or comply with a lawful direction.
(c)The Provider may require the Client to accept an updated version of this policy before continuing to use the Solution.
13 GENERAL
(a)Clip & Roll is operated by Catalyst Creative Pty Ltd trading as Clip & Roll (ABN 71 700 964 807).
(b)This policy forms part of the Client's agreement with the Provider and must be read together with the SaaS Agreement and Privacy Policy.
(c)If there is any inconsistency between this policy and the SaaS Agreement, the order of precedence stated in the SaaS Agreement applies.
(d)This policy is governed by the laws of Victoria, Australia, subject to any rights that cannot lawfully be excluded or restricted.
(e)Questions about use of the Solution may be directed to support@clipandroll.com.
(f)Privacy enquiries and takedown requests may be directed to privacy@clipandroll.com.
Schedule 3 End User Licence Agreement (EULA)
Version 2026-10
1 KEY TERMS
(a)End User means an Assistant Coach, or any other individual expressly authorised by the Licensee and permitted by the Service Provider to access and use the Licensed Materials through the Licensee's account, but does not include the Licensee, and no person becomes an authorised End User unless that person has accepted this EULA in accordance with the acceptance process below.
(b)Head Agreement means the SaaS Agreement between the Service Provider and the Licensee in relation to the Solution, including Schedule 1, the Acceptable Use Policy in Schedule 2, this EULA in Schedule 3 and any documents expressly incorporated into it.
(c)Licensed Materials means the Solution, Software, Documentation and Provider IP made available to the End User through or in connection with the Licensee's account.
(d)Licensee means the Client identified under the Head Agreement, being the individual head coach who creates the Clip & Roll account, accepts the Head Agreement and is responsible for the subscription.
(e)Purpose means using the Licensed Materials for the Licensee's authorised basketball coaching and team review purposes in accordance with the Head Agreement.
(f)Service Provider means Catalyst Creative Pty Ltd trading as Clip & Roll (ABN 71 700 964 807).
2 APPLICABILITY AND ACCEPTANCE
(a)This EULA is Schedule 3 to the Head Agreement and applies to each End User who is given access to the Licensed Materials through or in connection with the Licensee's account.
(b)An invited End User must expressly accept this EULA by ticking the acceptance checkbox presented with a reasonably accessible link to this EULA before accessing the relevant team or using the Licensed Materials.
(c)By completing the acceptance process, the End User expressly agrees to comply with this EULA and the provisions of the Head Agreement, Acceptable Use Policy and Privacy Policy that are identified or linked during acceptance and apply to End Users of the Solution.
(d)If an End User does not accept this EULA, the End User must not access or use the Licensed Materials and the Service Provider may block initial access without further notice; if an existing End User does not accept a materially updated EULA within 7 days after written notice containing a link to the updated terms and warning of suspension, the Service Provider or Licensee may suspend that End User’s access until acceptance is completed.
(e)This EULA commences when the End User completes the affirmative acceptance process described above, for which the Service Provider will record the date, time, account identifier and version accepted, and continues until the End User's access is terminated or removed, the Head Agreement terminates or expires, or this EULA otherwise ends in accordance with its terms; access or use without completed acceptance does not replace or waive the required acceptance process.
(f)Existing End Users as at deployment of the acceptance process must accept this EULA by ticking the checkbox on their next login before continuing to access the relevant team, and that post-deployment acceptance satisfies the requirement to accept this EULA before first accessing the Solution for those existing End Users.
3 USE OF LICENSED MATERIALS
3.1 GRANT OF LICENCE
(a)Subject to the End User first completing the acceptance process for this EULA and complying with this EULA and the Head Agreement, the Service Provider grants the End User a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence during the term of this EULA to access and use the Licensed Materials solely for the Purpose.
(b)The End User's access and use is limited to the functionality, permissions, teams, content and other access made available to that End User through the Licensee's account.
(c)The End User must only use the Licensed Materials:
(i) for the Purpose;
(ii) within the permissions granted to the End User through the Solution;
(iii) in accordance with this EULA, the Head Agreement, the Acceptable Use Policy in Schedule 2 and the Privacy Policy;
(iv) in compliance with applicable laws, competition rules, safeguarding requirements and the rights of other persons; and
(v) in accordance with any reasonable security, technical or operational requirements notified by the Service Provider or Licensee from time to time.
3.2 RESTRICTIONS ON LICENCE
Except to the extent expressly permitted by this EULA, the Head Agreement or applicable law, the End User must not:
(a) copy, reproduce, modify, adapt, translate or create derivative works from the Licensed Materials or Documentation;
(b) provide, sell, licence, sublicense, lease, transfer, resell or otherwise make the Licensed Materials available to another person;
(c) share login credentials or permit another person to access the Solution using the End User's access credentials;
(d) remove or alter any copyright, trade mark or other proprietary notice forming part of the Licensed Materials or Documentation;
(e) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, underlying structure or operation of the Software;
(f) circumvent or attempt to circumvent any access control, security measure, usage limit or technological protection used in connection with the Solution;
(g) access or attempt to access another account, team, system, footage, data or other content without authority;
(h) probe, scan or test the vulnerability of the Solution or any system connected to it without the Service Provider's written authorisation;
(i) introduce malware, viruses or other harmful or malicious code into the Solution;
(j) use the Licensed Materials in a manner that materially interferes with, disrupts or places an unreasonable load on the Solution or its infrastructure;
(k) upload, access, use or share footage or other content in breach of the Acceptable Use Policy in Schedule 2, applicable law, any Intellectual Property Rights, privacy right, confidentiality obligation, safeguarding requirement or competition rule;
(l) use or disclose Client Data or other information made available through the Solution except to the extent reasonably necessary for the Purpose;
(m) use the Licensed Materials for commercial redistribution, resale or exploitation unrelated to the Purpose; or
(n) use the Licensed Materials for any unlawful, fraudulent, unauthorised or improper purpose.
3.3 SERVICE LIMITATIONS
(a)The End User acknowledges that the Licensed Materials form part of an online service and that:
(i) the Licensed Materials may contain errors, defects or technical issues from time to time;
(ii) access may be interrupted or unavailable because of maintenance, internet connectivity, third-party service failures or other matters outside the Service Provider's reasonable control;
(iii) uploading, processing, rendering, downloading, sharing or delivery of footage, clips, reels or other content may be delayed or unsuccessful;
(iv) the Service Provider does not guarantee that the Licensed Materials will be uninterrupted, error-free or available at all times;
(v) the Service Provider does not guarantee that footage, information or other content provided by the Licensee, another user or another person is accurate, complete or suitable for any particular purpose; and
(vi) no internet-based service can guarantee absolute security.
(b)Nothing in this EULA excludes, restricts or modifies any obligation, guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law.
4 DISCLAIMERS AND LIABILITY
(a)Subject to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law, the Service Provider is not responsible for loss, damage, corruption, unauthorised access or other harm to the End User's devices, systems, data or information to the extent caused or contributed to by:
(i) the End User's misuse of the Licensed Materials or use contrary to this EULA, the Head Agreement or the Acceptable Use Policy;
(ii) the End User's device, browser, internet connection, network or another system outside the Service Provider's reasonable control;
(iii) a third-party service or system outside the Service Provider's reasonable control;
(iv) unauthorised modification of, interference with or access to the Licensed Materials; or
(v) the End User failing to take reasonable precautions in relation to account credentials, devices or systems.
(b)The End User must take reasonable precautions to protect the devices and systems used to access the Licensed Materials against hacking, malware, ransomware, viruses, malicious code and other forms of interference.
(c)To the maximum extent permitted by law, all representations, warranties, conditions and other terms that would otherwise be implied into this EULA are excluded, but this exclusion does not apply to any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law.
(d)Notwithstanding any other provision of this EULA, no exclusion, limitation or other risk-allocation provision excludes, restricts or modifies any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified under applicable law, including the Australian Consumer Law.
(e)To the maximum extent permitted by law, the Service Provider's total aggregate liability to the End User arising out of or in connection with this EULA or the Licensed Materials, whether in contract, tort, negligence, statute or otherwise, is limited to the total Fees paid or payable by the Licensee to the Service Provider under the Head Agreement in the 12 months immediately preceding the event giving rise to the liability, but this limitation does not apply to any guarantee, right, remedy or liability that cannot lawfully be excluded or limited under applicable law, including the Australian Consumer Law.
(f)If the event giving rise to liability occurs less than 12 months after the Licensee first starts a paid subscription, the liability cap is the total Fees paid or payable by the Licensee from the start of that paid subscription to the date of the event giving rise to the liability, except to the extent that applying that cap would exclude or limit any guarantee, right, remedy or liability that cannot lawfully be excluded or limited under applicable law, including the Australian Consumer Law.
(g)The limitation of liability does not apply to:
(i) any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or limited under applicable law, including the Australian Consumer Law;
(ii) liability for fraud or wilful misconduct; or
(iii) liability for personal injury or death to the extent caused by the Service Provider.
(h)To the maximum extent permitted by law, the Service Provider is not liable to the End User for any indirect, incidental, special or consequential loss arising out of or in connection with this EULA or the Licensed Materials, including loss of profit, revenue, business opportunity, anticipated savings, goodwill or data, but this exclusion does not apply to any guarantee, right, remedy or liability that cannot lawfully be excluded or limited under applicable law, including the Australian Consumer Law.
(i)The exclusion of consequential loss does not apply:
(i) to liability for fraud or wilful misconduct;
(ii) to liability for personal injury or death to the extent caused by the Service Provider; or
(iii) to any guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or limited under applicable law, including the Australian Consumer Law.
(j)Nothing in this EULA limits any right the Service Provider or Licensee may have against the End User arising from the End User's infringement of Intellectual Property Rights, unauthorised access to or use of the Solution, breach of confidentiality, fraud or wilful misconduct.
5 TERMINATION
5.1 AUTOMATIC TERMINATION
This EULA and the End User's licence to use the Licensed Materials automatically terminate if:
(a) the Head Agreement terminates or expires;
(b) the Licensee removes or revokes the End User's authorised access;
(c) the End User ceases to be authorised by the Licensee to access the Solution; or
(d) the Service Provider permanently removes the End User's access in accordance with this EULA, the Head Agreement or the Acceptable Use Policy.
5.2 SUSPENSION OR TERMINATION BY SERVICE PROVIDER OR LICENSEE
(a)The Service Provider or Licensee may suspend or terminate the End User's access to the Licensed Materials if, after giving any notice and cure period required below:
(i) the End User materially breaches this EULA and, where the breach is capable of remedy, does not remedy the breach within 14 days after receiving written notice describing the breach and required remedy;
(ii) the End User materially breaches the Acceptable Use Policy and, where the breach is capable of remedy, does not remedy it within 14 days after written notice;
(iii) the End User uses the Licensed Materials unlawfully, fraudulently or without authority;
(iv) the End User's use creates or is reasonably considered to create a material security, safeguarding, privacy or legal risk;
(v) the End User attempts to gain unauthorised access to another account, team, system or data;
(vi) the End User engages in conduct for which immediate suspension is permitted under the Acceptable Use Policy or for which immediate termination without prior notice is permitted under Schedule 2 clause 8(b) because the conduct is serious, deliberate or repeated, or creates a material safeguarding or legal risk; or
(vii) suspension or termination is required by law, a court, regulator or other lawful authority.
(b)Except where immediate action is reasonably necessary to address fraud, unlawful conduct or a material security, safeguarding, privacy or legal risk, the Service Provider or Licensee must first warn the End User, allow any applicable cure period and use the least restrictive measure reasonably proportionate to the nature, severity and consequences of the breach.
5.3 EFFECT OF TERMINATION
(a)When this EULA terminates:
(i) the End User's right to access and use the Licensed Materials immediately ends;
(ii) the End User must stop accessing and using the Solution and Licensed Materials;
(iii) the End User must not attempt to regain access through another account, credential or person without authorisation;
(iv) any licence granted to the End User under this EULA ends; and
(v) any provision intended by its nature to continue after termination continues, including provisions relating to Intellectual Property Rights, confidentiality, restrictions on use, liability and accrued rights.
(b)Termination of this EULA does not affect any right, remedy, obligation or liability that accrued before termination.
5.4 END USER DATA AND CONTENT
(a)Termination of an individual End User's access does not require the Service Provider to delete Client Data associated with the Licensee's account.
(b)Any footage, clips, reels, tags, files, information or other material uploaded, created or accessed by the End User through the Licensee's account forms part of Client Data to the extent provided under the Head Agreement and remains subject to the Head Agreement and Privacy Policy.
(c)The End User does not have an independent right to retain, export, receive or require deletion of Client Data merely because the End User's individual access ends, except to the extent required by law or expressly agreed by the Licensee or Service Provider.
(d)If the Licensee's account itself terminates or expires, retention and deletion of Client Data will be dealt with in accordance with the Head Agreement and Privacy Policy.
6 GENERAL
6.1 RELATIONSHIP WITH HEAD AGREEMENT
(a)This EULA governs the End User's access to and use of the Licensed Materials and must be read together with the Head Agreement, the Acceptable Use Policy in Schedule 2 and the Privacy Policy.
(b)The End User does not become the Client under the Head Agreement and is not responsible for payment of the Licensee's subscription Fees merely by accepting this EULA.
(c)Nothing in this EULA limits the Licensee's responsibilities under the Head Agreement for Assistant Coaches or other persons authorised through the Licensee's account.
(d)If there is any inconsistency between this EULA and the Head Agreement, the order of precedence in the Head Agreement applies, except that this EULA governs the End User’s acceptance of and individual access to the Licensed Materials.
6.2 CHANGES TO THIS EULA
(a)The Service Provider may update this EULA only in accordance with the change provisions of the Head Agreement, including the applicable requirements for necessity, advance notice, non-retrospectivity and cancellation or cessation of access without penalty for a materially adverse change.
(b)The Service Provider may require the End User to accept a materially updated version of this EULA through the same affirmative acceptance process before continuing to access or use the Licensed Materials, provided that the Service Provider gives at least 7 days’ written notice with a link to the updated EULA and a summary of material changes; if the End User does not accept by the stated deadline, access may be suspended until acceptance, but the End User will not incur a separate fee or liability solely because of non-acceptance.
6.3 GOVERNING LAW AND JURISDICTION
(a)This EULA is governed by the laws of Victoria, Australia.
(b)Subject to any right that cannot lawfully be excluded or restricted, the End User and Service Provider submit to the jurisdiction of the courts of Victoria and any courts that hear appeals from those courts.
6.4 WAIVER
(a)A failure or delay by a party to exercise a right or remedy under this EULA does not waive that right or remedy.
(b)A waiver is effective only if given in writing by the party granting the waiver and applies only to the circumstances for which it is given.
6.5 SEVERANCE
If any provision of this EULA is wholly or partly void, invalid or unenforceable, that provision will be severed or read down to the minimum extent necessary and the remainder of this EULA will continue in effect.
6.6 ASSIGNMENT
(a)The End User must not assign, transfer, sublicense, novate or otherwise deal with any right or obligation under this EULA without the Service Provider's prior written consent.
(b)The Service Provider may assign or transfer its rights or obligations under this EULA as part of a bona fide sale, transfer or restructure of its business or the Solution by giving prior written notice, provided that the assignee has the capacity to perform those obligations and the assignment does not materially reduce the End User’s rights or increase the End User’s obligations.
6.7 ENTIRE AGREEMENT
(a)This EULA, together with the provisions of the Head Agreement, the Acceptable Use Policy in Schedule 2 and the Privacy Policy that expressly apply to the End User, constitutes the entire agreement between the Service Provider and the End User in relation to the End User's access to and use of the Licensed Materials and supersedes any prior agreement, representation, negotiation or understanding between them relating to that subject matter.
(b)Nothing in this provision or elsewhere in this EULA excludes, restricts or modifies any consumer guarantee, unfair contract term protection, right, remedy or liability that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or excludes liability for fraud.