Last Modified: 3rd September 2021
In order to use the Platform, you will be required to sign up for an account (Account). When you register to the Platform for the first time, you will create an Account and become (either individually or on behalf of your employer or entity for whom you created the Account) an Account organisation (Organisation). The first Account created under an Organisation will be automatically assigned as that Organisation’s administrator (Admin).
When you register for an Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.
You agree that you're solely responsible for:
You also agree to let us know if you detect any unusual activity on your Account as soon as you become aware of it.
We won't be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your Account information or your password.
The Admin(s) are, severally and jointly, deemed as the authorised representatives of the Organisation, and any decision or action made by any Admin is deemed as a decision or action of the Organisation and all of the Accounts under that Organisation. An Admin may assign or add other Accounts under the Organisation as Admins.
Admins possess important privileges and controls over the use of the Platform and the Organisation’s Accounts including but not limited to:
The features and functionalities available to the Accounts of non-admin Users are determined by the Subscription Plan selected by the Admin(s) governing the Account and the privileges of each User are also assigned and determined by those Admin(s).
As a condition of your using and accessing the Platform, you represent and warrant that you:
You must not:
You must ensure you protect the Platform at all times from unauthorised access, use or damage and you must ensure that all Account usernames and passwords required to access the Platform are kept secure and confidential. You must immediately notify us of any unauthorised use of your Account or any other breach of security and you must take all other actions that we reasonably deem necessary (including resetting your password) to maintain or enhance the security of our computing systems, networks and your access to the Platform.
You are responsible for providing your own Device and other access facilities necessary for utilising the Platform. You must ensure that any Device on which the Platform is used is in good, up to date working order and operating condition. We accept no responsibility or liability for any deficiency relating to your Device and other access facilities. Additionally, you acknowledge and agree that you will be solely liable for any fees or other charges incurred by you in connection with using or accessing the Platform, including but not limited to software, hardware, equipment and internet usage charges.
You agree to only use the Platform in accordance with our ‘fair usage’ policy, under which you must not use the Platform in a way that a reasonable person would consider to be unreasonable. This includes (without limitation) opening multiple Accounts or sharing one Account between multiple people in an attempt to avoid paying additional Fees. We reserve the right to determine whether the fair usage policy has been breached and if so, terminate your access to your Account or any or all of the Platform.
If Fees are not paid as and when they are due, we may revoke your Account and require payment for you to continue accessing the Platform.
The Fees are exclusive of VAT, GST and any other similar duties, levies or taxes, which (if applicable) shall be added to the Fees by ClearCalcs at the prevailing rate.
By uploading any Data to the Platform (User Material), you grant us (and our agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that User Material in order for us to use to the extent reasonably necessary to provide and maintain the Platform for you. You retain ownership of your User Material and are entirely responsible for all such User Material, including any third-party Intellectual Property Rights incorporated therein.
Unless we indicate otherwise, all materials used in the Platform (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us. You can only access and use these materials for the sole purpose of enabling you to use the Platform in accordance with your Subscription Plan, except to the extent permitted by law or where you have received prior written approval from us.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
The provisions of this clause shall not apply to any information which:
We do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information (including User Material), your computer systems, mobile phones or other electronic devices arising in connection with use of the Platform. You should take your own precautions to ensure that the process which you employ for accessing the Platform does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
To the maximum extent permitted by applicable law:
You agree to indemnify ClearCalcs and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with:
To the extent permitted by law, we reserve the right to terminate your access to your Account or any or all of the Platform if:
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
Notices must be sent to firstname.lastname@example.org or to any other email address notified by email to you by us.
Notices to you may be sent via electronic messages, including email, text message/SMS, or mobile push notifications, to the email address or numbers which you provided when setting up your access to the Platform.
This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
has the meaning given to it in clause 2.1.
has the meaning given to it in clause 2.2
means the basic access to the Platform which will allow a User (in respect of their Account) to:
means the information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential and includes:
but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any type of device including a computer, mobile phone, tablet or console.
has the meaning given to it in clause 7.1(a).
means a specific Platform demo calculator that has been made freely available on the Website.
Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Services are performed or received and includes any industry codes of conduct.
|Intellectual Property Rights|
means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.
means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever;
means Material that is created, written, developed or otherwise brought into existence through a User’s interaction with the Platform.
means any of the engineering calculator software known as “ClearCalcs” owned and operated by us and accessed via the Website including any Services (as changed or updated from time to time by us).
means any calculation created by you through the Platform.
means any Subscription Plan promotional sign-up offer provided to you in writing via our Platform or any Additional Agreement.
means any services provided by us relating to the Platform (including Subscription Plans), as changed or updated from time to time by us.
means the Fee for a Subscription Plan.
means the timeframe of a Subscription Plan.
means the terms of a particular subscription plan that provide a User with access to the Platform as described out on the Platform and may change from time to time.
means free access to certain functions of the Platform as determined by us in our sole discretion.
means any person, and where the context permits, includes any entity on whose behalf that person who uses (whether as a registered or unregistered user) or accesses the Platform on any Device
means the maximum Account usage limits and/or number of unique Users provisioned to access the Platform specified under your Subscription Plan or any Additional Agreement.
has the meaning given to it in clause 9.1.
means clearcalcs.com or any other website, mobile site or application operated by us via which the Platform may be accessed or used on any Device.
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