Last Modified: 20th November 2020
You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). You represent and warrant that you have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.
In these Terms, “ClearCalcs”, “us”, “we” and “our” means ClearCalcs Pty Ltd and our related bodies corporate. The “Service(s)” means the ClearCalcs website or applications, and any written or electronic use or feature guides made available by us.
Whilst we take strict precautions to check and ensure the quality of every calculation, and the Service is expressly designed to allow easy checking, we cannot guarantee that every calculation is error free, or will cover every design scenario, or combination of design requirements. Just like you would have another engineer check and verify any work that you do, You acknowledge that anything produced using the Service should be checked and verified with an appropriate level of care. As such, You warrant that:
By using this Service, You agree to take full responsibility for the final values, outputs, and statements generated by the Service, as well as fulfill the above warranties regarding use of the Service. In no event will ClearCalcs and its affiliates, officers, employees, agents, suppliers or licensors be held liable for any unfavourable conditions arising from use of the Service. This includes any support, help, or advice given to you by the aforementioned which shall be taken as strictly general in nature and NOT professional advice. .
You may have an additional agreement signed directly with us that supplements or amends these Terms (for example, a professional services agreement or enterprise business agreement) (“Additional Agreement”). In addition, our individual Services may be subject to special terms (“Special Terms”), including, for example, particular entitlements or restrictions on types of use. Special Terms may apply to a particular Service, a specific campaign, promotion, or contest, or to a particular category of user (for example, students). You agree to the Special Terms, if any, for a Service that You subscribe to, obtain, access or use. If You do not agree to all such Special Terms, You may not subscribe to, obtain, access or use the Service. If there is any conflict between these General Terms and the Additional Agreement or Special Terms, the Additional Agreement or Special Terms will control in relation to their subject matter. If there is a conflict between the Additional Agreement and the Special Terms, the Additional Agreement will control in relation to its subject matter. Any arrangement with respect to an Service is expressly conditioned on Your agreement to these Terms, and any further or different terms are rejected.
The Service is available under subscription plans of various durations. You may also have additional fees and subscriptions, or an invoice billing option as part of an Additional Agreement or Special Terms. Your subscription will automatically be renewed at the end of each subscription period unless you inform us you wish to cancel your subscription. At the time of automatic renewal, the subscription fee (“Fee”) will be charged to the payment method last specified by you. We provide the option of changing these payment details if needed.
If you are currently on a free trial, you may downgrade or cancel your account, free of charge, at any time until the renewal date communicated when you started the trial. The last day of the trial signifies the due date of the first payment.
Unless we notify you otherwise, if you’re participating in a trial offer, you must cancel the Service before the end of the trial period to avoid incurring any charges. If you do not cancel your Service before the renewal date, your Service will convert into a paid subscription and you authorise us to charge you as described in these Terms.
ClearCalcs offer a grace period of 5 days from the date of monthly subscription renewal, and 30 days from the date of annual recurring plans. This is offered to protect users who may have forgotten to cancel their subscription or trial to the service, or who have stopped using the service. To receive this refund, You must contact us before the grace period ends and must not have used the Service during this time.
You acknowledge that the Fee is set in accordance with the maximum account usage limits and/or number of unique user accounts provisioned to access the Service for your account during the subscription period (“Usage”).
We will monitor your Usage, including the number of users to whom you have granted access to the Service. Should you exceed the Usage level that you’ve paid for, we reserve the right from time to time to issue an invoice for this additional Usage at the same terms as the usage and/or cap the your account’s usage level.
If you fail to pay your account on time, You must contact us so we may discuss a resolution. We may, at our sole discretion, accept an alternative arrangement, however, whilst any part of the Fee remains overdue we reserve the right to restrict functionality of the Service, including restricting the creation of new calculations or materials.
If a resolution is not reached using the means described above, and any part of the Fee remains more than 30 days overdue, we reserve the right to do one or more of the following:
ClearCalcs may change the price for the Subscriptions from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. If there’s a specific length and price for your Service offer already in effect, that price will remain in force for that time. Otherwise, price changes for Subscriptions will take effect at the start of the next applicable subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling your subscription to the Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
You may terminate Your subscriptions and these Terms if ClearCalcs is in material breach of these Terms (including any Additional Agreement, any Special Terms or any other applicable terms) and fails to cure such breach within 30 days after written notice of the breach.
ClearCalcs may terminate any or all of Your subscriptions or other Services, these Terms and/or Your account, if
From time to time, ClearCalcs may make available ‘Beta’ sheets or features on the platform. These sheets and features will be clearly marked as ‘Beta’ and are still undergoing final testing before official release. The “Beta” labelling implies that while the core features of the software have been implemented, substantial bugs and issues may still remain undiscovered, and as such, ClearCalcs do not advise or recommend their use in production jobs. These Beta features and sheets are made available expressly to preview upcoming functionality, and provide users the opportunity to test and provide feedback on the changes.
Should you encounter any bugs, glitches, lack of functionality or other problems on the website, please let us know immediately at email@example.com so we can rectify these accordingly. Your help in this regard is greatly appreciated.
As an online service, ClearCalcs endeavours to maintain constant availability for users to the Service. However, we cannot guarantee absolute availability, and do not warrant this to be the case. Where there has been a demonstrable impact to users’ usage of the service, You should contact firstname.lastname@example.org with details of the outage and impact on business operation. ClearCalcs will endeavour to resolve this outage as quickly as possible, and reserves the right to award any compensation as it deems fit.
From time to time, ClearCalcs or one of the service providers we rely on may be required to temporarily take down access to the Service due to planned maintenance. Wherever possible, this will occur out of business hours, usually over the course of a weekend. If the ClearCalcs team perceive there may be a business impact to its clients from such maintenance, we will endeavour to notify users ahead of time of any such works, and the estimated timings.
We do not claim any ownership of the data uploaded to the service by You or your authorised users (“Customer Data”), but you must either own the Customer Data or have sufficient permission to use it in connection with the Service.
You grant us a worldwide, non-exclusive, royalty-free, irrevocable licence to use, copy, store, transmit and display the Customer Data to the extent reasonably necessary to provide and maintain the Service for you.
You agree that your provision of suggestions regarding the Service does not give you any Intellectual Property Rights or any other right, title, or interest in or to software, inventions, or other assets created by us, even if such suggestions lead us to create the software, invention, or other asset.
We have no obligation to incorporate suggestions into any product or service, and you have no obligation to provide suggestions unless otherwise specified in the Special Terms for a Service.
You are responsible to maintain the confidentiality of your password and shall be responsible for all uses via your registration and/or login, whether authorised or unauthorised by you. You acknowledge that user accounts are individual and not to be shared.
You will access and use (and permit access to and use of) our Services only in conformance with (and will comply with) all applicable laws. Except as expressly authorized by these Terms, including any Additional Agreement or Special Terms, or as otherwise expressly permitted in writing by us, you will not:
We may revise these Terms from time to time by posting an amended version on our website and notifying you of the change. We will try to notify you of material revisions, for example via a service notification or an email to the email associated with your account. Such amendments will be deemed accepted and become effective 30 days after such notice.
You may send any notices pursuant to this agreement to email@example.com.
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment of such right, remedy or provision unless acknowledged and agreed by both parties in writing.
Your use of the Service and these Terms are governed by the law of Victoria, Australia and you submit to the exclusive jurisdiction of the courts exercising jurisdiction in Victoria.
Notwithstanding the foregoing, ClearCalcs may apply for injunctive relief and other equitable remedies (or their equivalent) in any jurisdiction or forum.
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 3 months, either Party may terminate this Agreement by written notice to the other Party.
To the maximum extent permitted by law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of our Service, including our website and/or the information or materials contained on it, or as a result of the inaccessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date, even if ClearCalcs has been advised of the possibility of such damages.
Additionally, we expressly disclaim any express or implied warranty of fitness, or liabilities arising from the use of the Service for nuclear, space, aviation, or other high risk activities that require fail-safe performance.
To the maximum extent permitted by applicable law, the aggregate liability of ClearCalcs and its affiliates, officers, employees, agents, suppliers or licensors, relating to the services will be limited to the amount equal to three months of your service fee. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or failures of its essential purpose. Some jurisdictions do not allow the limitation of incidental, consequential or other damages. In such an event this limitation will not apply to you to the extent prohibited by law.
You acknowledge that the amounts payable for the Service are based in part on and reflective of the disclaimers of warranties and limitations on liability in these Terms and that such disclaimers and limitations are an essential element of the bargain between You and us.
ClearCalcs provides the Service “as is” and “as available”. To the maximum extent permitted by applicable law, ClearCalcs make no (and specifically disclaims all) warranties or representations of any kind, whether implied, express, statutory, or otherwise including, without limitation, any warranty that the service will be uninterrupted, free of harmful components, or error-free, that the content will be secure or not otherwise lost or damaged, or any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement, and any warranty arising out of any course of performance, usage of trade, or course of dealing. Some jurisdictions do not allow the previous exclusions. In such an event, such exclusion will not apply solely to the extent prohibited by applicable law.
We do not bear, and you release and hold us harmless from, any liability arising in connection with:
To the extent permitted by law, You will defend and indemnify ClearCalcs against any loss, expense, claim, cost, demand, damage, other liability or proceeding brought against us arising, directly or indirectly, in connection with:
ClearCalcs will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
If any part of this Agreement is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
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