1. Your relationship with Cameron Edge
1.1 Your use of Cameron Edge’s products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Cameron Edge under a separate written agreement) is subject to the terms of a legal agreement between you and Cameron Edge. “Cameron Edge” means Cameron Edge Pty Ltd, whose principal place of business is at 5 Lytton St, Kew, Victoria 3101, Australia. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Cameron Edge, your agreement with Cameron Edge will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3 Your agreement with Cameron Edge will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Cameron Edge in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Cameron Edge in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that Cameron Edge will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Cameron Edge, or (b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3. Provision of the Services by Cameron Edge
3.1 You acknowledge and agree that the form and nature of the Services which Cameron Edge provides may change from time to time without prior notice to you.
3.2 You acknowledge and agree that Cameron Edge may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Cameron Edge’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Cameron Edge when you stop using the Services.
3.3 You acknowledge and agree that if Cameron Edge disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
3.4 You acknowledge and agree that while Cameron Edge may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Cameron Edge at any time, at Cameron Edge’s discretion.
4. Use of the Services by you
4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Cameron Edge will always be accurate, correct and up to date.
4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Cameron Edge, unless you have been specifically allowed to do so in a separate agreement with Cameron Edge. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
4.5 Unless you have been specifically permitted to do so in a separate agreement with Cameron Edge, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
4.6 You agree that you are solely responsible for (and that Cameron Edge has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Cameron Edge may suffer) of any such breach.
5. Your passwords and account security
5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords or private keys associated with any account you use to access the Services.
5.2 Accordingly, you agree that you will be solely responsible to Cameron Edge for all activities that occur under your account.
5.3 If you become aware of any unauthorized use of your passwords or private keys or of your account, you agree to notify Cameron Edge immediately by email. See http://www.cameronedge.com/contact.html.
6. Proprietary rights
6.1 You acknowledge and agree that Cameron Edge owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Cameron Edge and that you shall not disclose such information without Cameron Edge’s prior written consent.
6.2 Unless you have agreed otherwise in writing with Cameron Edge, nothing in the Terms gives you a right to use any of Cameron Edge’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
6.3 Cameron Edge acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Cameron Edge, you agree that you are responsible for protecting and enforcing those rights and that Cameron Edge has no obligation to do so on your behalf.
6.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
6.5 Unless you have been expressly authorized to do so in writing by Cameron Edge, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
7. License from Cameron Edge
7.1 Cameron Edge gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Cameron Edge as part of the Services as provided to you by Cameron Edge (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Cameron Edge, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Cameron Edge, in writing.
7.3 Unless Cameron Edge has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
8. Software updates
8.1 The Software which you use may automatically download and install updates from time to time from Cameron Edge. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Cameron Edge to deliver these to you) as part of your use of the Services.
9. Ending your relationship with Cameron Edge
9.1 The Terms will continue to apply until terminated by either you or Cameron Edge as set out below.
9.2 If you want to terminate your legal agreement with Cameron Edge, you may do so by (a) notifying Cameron Edge at any time and (b) closing your accounts for all of the Services which you use, where Cameron Edge has made this option available to you. Your notice should be sent, in writing, to Cameron Edge’s address which is set out at the beginning of these Terms.
9.3 Cameron Edge may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Cameron Edge is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) Cameron Edge is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(D) the provision of the Services to you by Cameron Edge is, in Cameron Edge’s opinion, no longer commercially viable.
9.4 Nothing in this Section shall affect Cameron Edge’s rights regarding provision of Services under Section 3 of the Terms.
9.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Cameron Edge have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 13.5 shall continue to apply to such rights, obligations and liabilities indefinitely.
10. EXCLUSION OF WARRANTIES
10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT CAMERON EDGE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
10.3 IN PARTICULAR, CAMERON EDGE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
10.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
10.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAMERON EDGE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
10.6 CAMERON EDGE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11. LIMITATION OF LIABILITY
11.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CAMERON EDGE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY CHANGES WHICH CAMERON EDGE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE CAMERON EDGE WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORDS, PRIVATE KEYS OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
11.2 THE LIMITATIONS ON CAMERON EDGE’S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT CAMERON EDGE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12. Changes to the Terms
12.1 Cameron Edge may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Cameron Edge will make a new copy of the Universal Terms available at http://cameronedge.com/TermsOfService.html and any new Additional Terms will be made available to you from within, or through, the affected Services.
12.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Cameron Edge will treat your use as acceptance of the updated Universal Terms or Additional Terms.
13. General legal terms
13.1 The Terms constitute the whole legal agreement between you and Cameron Edge and govern your use of the Services (but excluding any services which Cameron Edge may provide to you under a separate written agreement), and completely replace any prior agreements between you and Cameron Edge in relation to the Services.
13.2 You agree that Cameron Edge may provide you with notices, including those regarding changes to the Terms, by email, regular mail, its website or postings on the Services.
13.3 You agree that if Cameron Edge does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Cameron Edge has the benefit of under any applicable law), this will not be taken to be a formal waiver of Cameron Edge’s rights and that those rights or remedies will still be available to Cameron Edge.
13.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
13.5 The Terms, and your relationship with Cameron Edge under the Terms, shall be governed by the laws of the State of Victoria, Australia without regard to its conflict of laws provisions. You and Cameron Edge agree to submit to the exclusive jurisdiction of the courts located within Victoria to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Cameron Edge shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
21 September 2010