Aceway Software

            


TERMS AND CONDITIONS - TERMS OF USE


1. ACCEPTANCE OF TERMS


Aceway Software Pty Ltd is abbreviated in this document as 'AS'.

Your use of the products, software, services and web sites available from AS, and all corresponding linked pages, including, but not limited to, Aceway Software "sites" owned or operated by AS and its affiliated companies, may be accessed only by you and only if you fully comply with the terms of use described herein ("Terms of Use").


PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW). BY ACCESSING THE SITES OR USING ANY PART OF THE SITES OR ANY CONTENT OR SERVICES (EACH AS DEFINED BELOW), Y OU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS HEREUNDER, THEN YOU MAY NOT ACCESS THE SITES OR USE THE CONTENT OR ANY SERVICES. AS'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY AS, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.


2. ELIGIBILITY


To register and receive Services you must be at least 18 years old. If you are not 18 years old but you are at least 13 years old, you may still receive the Services, but only if your account was created and registered by your parent or guardian. Further, you may only become a registered user if you live in a country and political division (e.g., state or province) that permits membership. If you do not so qualify, do not attempt to register for or use the Services. This Terms of Use will be void and without effect, and you will not be eligible to use any Services, if you do not satisfy these age and jurisdiction requirements.

3. MODIFICATIONS OF TERMS OF USE


AS reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. You shall be responsible for regularly reviewing these terms and becoming familiar with any such modifications. Your use of the Services following any modification constitutes your acceptance of the terms and conditions of the Terms of Use, as modified. In addition, when using particular AS owned or operated services, you and AS shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms of Use.


4. DESCRIPTION OF SERVICE


Subject to full compliance with the Terms of Use, AS shall provide you the Services. Services may include, but not be limited to, the storage, management, sharing, linking and provision of personal media, document files and the like (including, but not limited to text, user comments, messages, information, data, graphics, photographs, images, illustrations, software, audio, video, AS product information, AS services information and similar materials provided by AS or third party users, also collectively known as "Content"). AS may change, suspend or discontinue the Services or any Content for any reason, at any time, including the availability of any feature or part of the Content. AS may also impose limits on the Services or restrict your access to parts or all of the Services without notice or liability. Further, AS may offer the Services (or portions thereof) without charge ("Free Service") and/or on a paid subscription basis ("Paid Service"), as further described from time to time on the Site, as of which terms are incorporated herein by such reference.  You understand and agree that the Services are provided "AS-IS" and that AS assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications, personalization settings or Content. You are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Services.

5. YOUR REGISTRATION OBLIGATIONS


In consideration of your use of the Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of Australia or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or AS has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AS has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). As a condition to using portions of the Services, you are required to register with AS and provide a valid email address, select a password and personalized site name ("Registration Data"). All information you provide to AS shall be accurate, complete, and updated. You may not (i) select or use as a personalized site name a name of another person with the intent to impersonate that person; (ii) use as a personalized site name a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a personalized site name a name that is otherwise offensive, vulgar or obscene. AS reserves the right to refuse registration of, or cancel a personalized site name in its sole discretion. You will receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify AS of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. AS cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.


6. USER CONDUCT


You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not AS, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. AS does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will AS be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.


As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by AS.


Accordingly, without limitation, you agree not to use the Services:


  • to abuse, harass, threaten, impersonate or intimidate any person;

  • to access, post, email, download, reproduce, display, perform, distribute or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or that is unlawful, harmful, threatening, vulgar, invasive of another's privacy, libelous, defamatory, obscene, pornographic, abusive, or offensive;

  • to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user;

  • to create or submit unwanted email ("Spam") to any other  user or any URL;

  • to "stalk" another user;

  • after AS has refused registration of, or canceled your account, whether by attempting to register using a different email address, personalized site name or otherwise, to circumvent the account registration process;

  • for the benefit of any third party (which shall include, without limitation, allowing more than one person to use a Services account when not expressly authorized by AS);

  • to harm minors in any way;

  • to impersonate any other person or entity;

  • to upload, email, transmit or otherwise make available Content in violation of any contractual or other legal obligation, to which you are bound;

  • to upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

  • to interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

  • to intentionally or unintentionally violate any applicable local, state, national or international law;

  • to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the Australian government as a foreign terrorist organization;

  • to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services (including your AS ID), use of the Services, or access to the Services; and/or

  • collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through p above.


Additionally, you agree that you will not: (i) take any action that imposes, or may impose in AS's sole discretion an unreasonable or disproportionately large load on AS's infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (iii) bypass any measures AS may use to prevent or restrict access to the Services.

The use of any information learned through the Services or while in the Site is limited to the express purposes set forth in these Terms of Use; all other uses, including, without limitation, sending unsolicited bulk e-mail, are strictly prohibited.

You acknowledge that AS may or may not pre-screen Content, but that AS and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Services. Without limiting the foregoing, AS and its designees shall have the right to remove any Content that violates the Terms of Use or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by AS or submitted to AS, including without limitation information in all other parts of the Services.

You acknowledge, consent and agree that AS may access, preserve and disclose your account information and Content if required to do so by law or in a good faith believe that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of AS, its users and the public.
You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Please report any violation of the Terms of Use to the email listed under the Contact Us page..

7. PROPRIETARY RIGHTS

AS respects the intellectual property of others and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please notify us per above.

Moreover, AS may take any action it deems appropriate (in its sole and exclusive discretion), including, without limitation, removing, terminating or suspending any Content provided by you or any third party, if AS believes for any reason that you or any third party possesses insufficient rights in the Content to permit full use or access through the Sites.

AS's Rights: As between AS and you, AS and its affiliates and licensors own and retain all rights in the Services, which contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by AS and except to the limited extent expressly prohibited by applicable law, you may not (nor permit others to) reverse engineer, copy, modify, publish, transmit, distribute, perform, display or sell any of AS's proprietary information.
AS trademarks and service marks and other AS logos and product and service names are trademarks of AS (the "AS Marks"). Without AS's prior permission, you agree not to display or use in any manner the AS Marks.

Your Rights: It is your responsibility to ensure that you obtain all consents, authorizations and clearances in any Content owned or controlled by third parties that you access or communicate to others in connection with the Services. Any copying, downloading, burning or distribution capabilities with respect to the Content shall not constitute a grant or waiver of any rights of the copyright owners of any Content. The availability of any Content does not transfer to you any commercial or promotional use rights in the Content.

AS claims no ownership or control over any Content submitted, posted or displayed by you on or through the Services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through the Services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through the Services, you grant AS a worldwide, non-exclusive, royalty-free license to reproduce, adapt and publish such Content on the Services for the purpose of displaying, distributing and promoting the Services or any other AS services. This license terminates when such Content is deleted from the Services.

8. AS PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy referenced at the bottom of this page. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information for storage, processing and use by AS and its affiliates.

9. INDEMNITY

You will indemnify and hold harmless AS, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damages, expenses, and costs (including reasonable attorneys' fees) arising from (i) any claim or demand made by any third party due to or arising out of your access to the Sites, use of the Services, your Content or violation of the Terms of Use, or (ii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

10. WARRANTY DISCLAIMERS

Third Party Content. Much of the Content displayed in connection with the Services are developed by people over whom AS exercises no control. Accordingly, the Services may include (or direct you to sites containing) Content that some people find objectionable, inappropriate, or offensive. AS cannot guarantee that your use of the Services will not expose you to unintended or objectionable Content and AS assumes no responsibility for what effects the Content may have on you, how you may interpret or use the Content, or what actions you may take as a result of having been exposed to the Content. You hereby release AS from all liability for you having acquired or not acquired Content through the Services. AS makes no representations concerning any content contained in or accessed through the Services, and AS will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

General Disclaimer. THE SERVICES, CONTENT, AND SITE ARE PROVIDED ON AN "AS IS" BASIS.  AS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY D ISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. AS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

11. LINKS


The Services may provide, or third parties may provide, links to other World Wide Web sites, virtual worlds, or other resources. Because AS has no control over such sites and resources, you acknowledge and agree that AS is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that AS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.


12. INTERSTATE NATURE OF COMMUNICATIONS ON AS NETWORK


When you register with AS, you acknowledge that in using the Services to send electronic communications, you will be causing communications to be sent through AS's computer networks, portions of which may be in other countries or locations. As a result, and also as a result of AS's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Use, you acknowledge that use of the Service may result in interstate data transmissions.


13. SPECIAL ADMONITIONS FOR INTERNATIONAL USE


Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which you reside or any country.

 

14. CONTRIBUTIONS TO AS


By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to AS through its suggestion or feedback web pages, if any, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) AS is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) AS shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) AS may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of AS without any obligation of AS to you; and (f) you are not entitled to any compensation or reimbursement of any kind from AS under any circumstances.

15. LIMITATION OF LIABILITY


YOU EXPRESSLY UNDERSTAND AND AGREE THAT AS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.


SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

YOU AGREE THAT AS HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY CONTENT MAINTAINED OR POSTED BY OR THROUGH THE SITES OR SERVICES.

16. MODIFICATIONS TO SERVICES

AS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that AS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

17. TERMINATION

During registration for the Paid Service you will be asked to select a service plan and, to the extent you are using Services that require payment, provide credit card information for the purpose of automated billing.  Based on the plan you select AS will automatically charge your credit card in the dollar amount and at the time interval corresponding to the plan you selected. Automated billing will continue until you voluntarily close your account by logging into your Services account and selecting the appropriate option in the account area. If AS is unable to successfully charge the credit card that you provided due to the credit card's validity, available credit, or any other reason, your right to access the Services will expire at the end of the service period corresponding to the last successful charge.

AS will endeavor to notify you when your right to access the Services is about to expire. Upon the expiration of your Services, AS maintains the right to delete Content for all users created within your Services account.

You may cancel your access to the Services at anytime, and cancellation will be effective immediately. To cancel, login to your account and go to the account section and select the Close Account option. W ITH RESPECT TO THE PAID SERVICE, AS DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS, CHANGES TO YOUR SUBSCRIPTION PLAN, OR OTHERWISE.

You agree that AS may, under certain circumstances and without prior notice, immediately terminate your AS account, any associated email address, and access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms of Use or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions) per above, (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your AS account includes (a) removal of access to all offerings within the Services, (b) deletion of your password and all related information, files and Content associated with or inside your account (or any part thereof), and (c) barring of further use of the Services. Further, you agree that all terminations for cause shall be made in AS's sole discretion and that AS shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Services.

AS also reserves the right to terminate your account for any or no reason upon one day notice to you.

Upon termination of your account, your right to use the Services will immediately cease. AS's proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions shall survive any such termination.


18. MISCELLANEOUS

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use and you do not have any authority of any kind to bind AS in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. AS shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond AS's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable. The Terms of Use is not assignable, transferable or sublicensable by you except with AS's prior written consent. You agree that your AS account is non-transferable and any rights to your AS ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted. AS may transfer, assign or delegate the Terms of Use and its rights and obligations without consent. The Terms of Use shall be governed by and construed in accordance with the laws of the state of Queensland, as if made within that State between two residents thereof, and the parties submit to the exclusive jurisdiction of the Court of Australia. Notwithstanding the foregoing sentence, (but without limiting, and you hereby acknowledge and agree to, AS's right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising from or relating to these Terms of Use (including the enforceability of this arbitration provision) shall be referred to and administered by a single arbitrator. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in Brisbane, Queensland using the English language. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. Both parties agree that the Terms of Use is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Use. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other AS Services, affiliate services, third-party content or third-party software. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Terms of Use are for convenience only and have no legal or contractual effect. You agree that, except as otherwise expressly provided in this Terms of Use, there shall be no third-party beneficiaries to this Terms of Use. AS may provide you with notices, including those regarding changes to the Terms of Use, by email or postings on the Services.