Terms of Service
Terms of Service
Clearscope Solutions (ACN 620412615)
Effective Date: 26th March 2023
Welcome to Clearscope Solutions. This Terms of Service Agreement (“Agreement”) is a legal agreement between you (“You” or “User”) and Clearscope Solutions, Inc. (“Clearscope Solutions,” “We,” or “Us”).
This Agreement governs your access and use of the software and services provided by Clearscope Solutions, including its consulting and configuration services, other software vendor products, and its own products (collectively referred to as “Services”).
By using the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree with the terms and conditions of this Agreement, you may not use the Services.
1.0 Use of Services
1.1. Access to Services. Clearscope Solutions grants you a non-exclusive, non-transferable, limited right to access and use the Services for your internal business purposes. You may not use the Services for any illegal or unauthorized purpose, and you agree to comply with all applicable laws and regulations.
1.2. User Account. You may need to register for a user account to access certain Services. You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. Clearscope Solutions reserves the right to suspend or terminate your account at any time for any reason.
1.3. Acceptable Use. You may not use the Services to (i) transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (ii) transmit any content that infringes any patent, trademark, trade secret, copyright, or other intellectual property right; (iii) transmit any content that contains viruses, worms, Trojan horses, or other harmful or destructive code; (iv) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or (v) interfere with or disrupt the Services or servers or networks connected to the Services.
1.4. Third-Party Products. The Services may include access to third-party products and services. Clearscope Solutions is not responsible for the quality, accuracy, timeliness, reliability, or any other aspect of these products and services. Your use of any third-party product or service is at your own risk, and you are solely responsible for any damages that may result from your use of such products or services.
2.0 Ownership and Intellectual Property
2.1. Ownership. The software developer (“Developer”) retains all right, title, and interest in and to the developed software, including all intellectual property rights therein.
2.2. License Grant. Subject to the terms and conditions of this Agreement, Developer hereby grants the customer (“Customer”) a non-exclusive, non-transferable, limited license to use the developed software solely for its internal business purposes.
2.3. Restrictions. Customer shall not (i) copy, modify, adapt, translate, or create derivative works based on the developed software; (ii) sublicense, lease, rent, loan, or otherwise transfer the developed software to any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the developed software; or (iv) use the developed software in any manner that would infringe, violate, or misappropriate any of Developer’s intellectual property rights.
2.4. Resale Rights. Notwithstanding the license granted to Customer in Section 1.2, Developer retains the right to sell, license, or otherwise distribute the developed software to any other party, in its sole discretion, without any obligation to notify or obtain consent from Customer. Developer may also create, develop, or provide any updates, enhancements, or modifications to the developed software and offer them to other parties, subject to the terms of this Agreement.
2.5. No Transfer of Intellectual Property. Nothing in this Agreement shall be construed as transferring any intellectual property rights from Developer to Customer, except for the limited license to use the developed software as expressly provided herein. All rights not expressly granted to Customer in this Agreement are reserved by Developer.
3.0 Fees and Payment
3.1. Fees. You agree to pay all fees and charges associated with your use of the Services, including any consulting, configuration, or software fees, as well as any taxes, duties, or other governmental assessments.
3.2. Payment. Clearscope Solutions will invoice you for all fees and charges on a monthly or annual basis, depending on your subscription plan. Payment is due in advance of the subscription billing period unless otherwise stated Clearscope Solutions may suspend or terminate your access to the Services.
4.1. Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, customer lists, financial information, software code, and proprietary information.
4.2. Use and Disclosure. Each party agrees to use the other party’s Confidential Information solely for the purposes of performing its obligations under this Agreement and to protect the other party’s Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Neither party will disclose the other party’s Confidential Information to any third party without the other party’s prior written consent, except to the extent required by law, regulation, or court order.
5.0 Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLEARSCOPE SOLUTIONS MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
6.0 Limitation of Liability
IN NO EVENT SHALL CLEARSCOPE SOLUTIONS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR THIS AGREEMENT, EVEN IF CLEARSCOPE SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.1. Termination by Clearscope Solutions. Clearscope Solutions may terminate this Agreement and your access to the Services at any time for any reason, including without limitation for breach of this Agreement.
7.2. Termination by User. You may terminate this Agreement by ceasing to use the Services and deleting all copies of the Services in your possession or control. User shall or return all Confidential Information in its possession or control. The provisions of Sections 1,2, 4, 5, 6, 7, 8, and 8 shall survive any termination of this Agreement.
7.3 User will remain liable for any fees or charges incurred prior to the termination.
User agrees to defend, indemnify, and hold harmless Clearscope and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with User’s use of the Services or User’s breach of this Agreement. Governing Law and Dispute Resolution
9.0 Governing Law.
9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria Australia, without regard to its conflicts of law provisions.
9.2. Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Victoria, Australia.
10.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter of this Agreement.
10.2 Assignment. User may not assign this Agreement, in whole or in part, without the prior written consent of Clearscope. Any attempted assignment without such consent will be null and void. Clearscope may assign this Agreement or any of its rights or obligations hereunder without User’s prior written consent.
10.3. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
10.4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
10.5. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by certified or registered mail, return receipt requested, upon verification of receipt; or (iv) by electronic mail or facsimile transmission, if sent during normal business hours of the recipient, and if a confirmation copy is promptly sent by certified or registered mail, return receipt requested, or overnight courier upon written verification of receipt. Notices to Clearscope shall be addressed to the attention of its General Counsel.
10.6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.7. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, acts of civil or military authorities, national emergencies, fire, flood, acts of God, insurrection, war, riots, earthquakes, weather conditions, or terrorist acts, provided that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control.
10.8. Export Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. User shall comply with all such laws and regulations.
10.9. Construction. The headings in this Agreement are for convenience of reference only and do not affect the interpretation or construction of this Agreement. As used in this Agreement, the word “including” means “including without limitation”.
10.10. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all statements of work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.
10.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
10.12. Publicity. Neither party shall issue any press release or other public announcement regarding this Agreement or the relationship established hereby without the prior written consent of the other party, except as required by law or regulatory authority.
10.13. Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person or by courier, three (3) days after mailing by registered or certified mail, return receipt requested, or when delivered by email to the address provided by the parties.
10.14. Non-Solicitation of Personnel. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither party shall, directly or indirectly, solicit for employment or engagement, whether as an employee, independent contractor, consultant, or otherwise, any employee or consultant of the other party who was involved in the provision or receipt of the Services without the prior written consent of the other party. In the event of a breach of this provision, the non-breaching party shall be entitled to injunctive relief and any other available remedy at law or in equity.