Legal

CALC123 TERMS OF SERVICE

Last updated: April 25, 2017

Acknowledgement and Acceptance of Terms

THESE TERMS & CONDITIONS (“Agreement” or “Terms”) GOVERN YOUR USE OF SEMANTIA'S SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR SEMANTIA'S SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Semantia's direct or indirect competitor, except with Semantia's prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Semantia reserves the right to change these Terms or any Services at any time, effective upon the posting of modified Terms or Services on the Website, and Semantia will make every effort to communicate these changes to You via email or notification via the Website. It is likely that the Terms will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website.

This Agreement was last updated on 1st July, 2016. It replaces any prior agreement(s) and is effective between You and Semantia as of the date of You first executing an Order Form subscribing for the Services.

1. DEFINITIONS

"Agreement" or “Terms” means these Semantia Terms and Conditions.

"Access Fee" means the monthly or annual fee (excluding any taxes and duties) and any applicable one-time-service fees payable by You in accordance with the fee schedule set out on the Website and as agreed to in Your Order Form for the Services.

"Billing Contact" means Your nominated contact entity and address for billing purposes.

"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Services, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data" means any data inputted by You or with Your authority into the Website.

"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Invited User" means any person or entity, other than the Subscriber, that uses the Services with the authorisation of the Subscriber from time to time.

"Services" means calc123.com, the calculation engine, calc123.com management console and calc123.com web services made available (as may be changed or updated from time to time by Semantia) via the Website.

"Semantia" means Semantia Pty. Ltd., a private company which is incorporated in Australia.

"Subscriber" means the person who registers to use the Services and, where the context permits, includes any entity on whose behalf that person registers to use the Services and is permitted to do so under this Agreement.

“Vault” means the run-time calculation engine into which a spreadsheet is loaded and calculations executed.

"Website" means the Internet site at the domain www.calc123.com or any other site operated by Semantia.

"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

Any reference to “includes” or “including” is on a without limitation basis.

2. END USER LICENSE AGREEMENT (USE OF SERVICES)

Semantia grants You the right to access and use the Services via the Website with the particular Invited User roles available to You according to Your subscription type, as per Your Order Form. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

the Subscriber determines who is an Invited User and what level of user role access to the relevant Vaults and Services that Invited User has;
the Subscriber is responsible for all Invited Users’ use of the Service;
the Subscriber controls each Invited User’s level of access to the relevant Vault and Services at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and
if there is any dispute between a Subscriber and an Invited User regarding access to any Vault or Service, the Subscriber shall decide what access or level of access to the relevant Data or Services that Invited User shall have, if any.

3. YOUR OBLIGATIONS

3.1 Payment Obligations

An invoice for the Access Fee will be issued monthly or annually in advance (depending on your subscription type) at the beginning of each monthly or annual subscription period for which You have subscribed for in an Order Form. All invoices will include the Access Fee for the corresponding period of use (including any one-time-service fees that shall be payable in lump sums). Semantia will continue invoicing You monthly or annually in advance (as the case may be) until this Agreement is terminated in accordance with clause 8.

All Semantia invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice within 5 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fees.

3.2. Preferential pricing or discounts

You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of Vaults that have been added to Your Services or that have been added with Your authority or as a result of Your use of the Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Vaults. Without prejudice to any other rights that Semantia may have under these Terms or at law, Semantia reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Services in respect of any or all of Your Vaults in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

3.3. General obligations:

You must only use the Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Semantia or condition posted on the Website. You may use the Services and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

3.4. Access conditions:

You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify Semantia of any unauthorised use of Your passwords or any other breach of security and Semantia will reset Your password and You must take all other actions that Semantia reasonably deems necessary to maintain or enhance the security of Semantia’s computing systems and networks and Your access to the Services.
As a condition of these Terms, when accessing and using the Services, You must:
- not attempt to undermine the security or integrity of Semantia’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
- not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

3.5. Usage Limitations:

Use of the Services may be subject to limitations, including monthly transaction volumes, number of users and the number of calls You are permitted to make against Semantia’s application programming interface (“API”). Any such limitations may be varied by Semantia in its sole discretion and will be advised from time to time. Any limitations will remain in effect for the duration of your contract with Semantia and any subsequent renewal period.

3.6. Communication Conditions:

As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including: offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Semantia is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Semantia does reserve the right to remove any communication at any time in its sole discretion.

3.7. Indemnity:

You indemnify Semantia against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Semantia, including any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. CONFIDENTIALITY AND PRIVACY

4.1. Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party's obligations under this clause will survive termination of these Terms.
The provisions of clause 4.1 shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause 4.1;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.

4.2. Privacy:

Semantia maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.calc123.com/privacy-policy/ and You will be taken to have accepted that policy when You accept these Terms.

5. INTELLECTUAL PROPERTY

5.1. General:

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Semantia (or its licensors).

5.2. Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Semantia Access Fees when due and any re-establishment fee due and payable under clause 5.11 You grant Semantia a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You. For the avoidance of doubt, this licence is without limitation to Semantia’s right to create anonymised data compilations or similar works.

5.3 Semantia Content

Except for User Content (defined below), all materials on the Service including the mini-applications that integrate other applications and services (“Recipes”) and the Service itself and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, the “Content”), including but not limited to the design, structure, arrangement and “look and feel” of such Content, is owned by or licensed to us and our licensors and is protected by copyright, trademark and other intellectual property rights and laws.

Other than as provided herein, Semantia does not grant to User any license, express or implied, to the intellectual property of Semantia or its licensors. Except as expressly provided in the Terms of Service, no part of the Service and no Content may be copied, reproduced, sold, republished, transmitted, displayed, reposted or otherwise distributed for public or commercial purposes.

Subject to the terms and conditions of this Agreement, Semantia provides you with a non-exclusive, revocable license to use the Service, including the Recipes, as expressly permitted by the features and functionality of the Service and the Terms of Service. Semantia may terminate this license at any time for any reason or no reason.

5.4. User Content

We may now or in the future allow you to post or publish content on or upload content to the Service. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein and spreadsheets that are dynamically loaded into Your Vaults is referred to as “User Content.” You retain ownership of your User Content.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You own all of the User Content you post or publish (“post”) on the Service. You grant us a non-exclusive, royalty-free, perpetual, transferable, sub-licensable, worldwide license to use, modify, reproduce, display, distribute, and store your User Content on the Service for the purposes of operating and providing the Service to you and other Users. You understand and agree that the Service is a public platform and other Users may search for, see, use, and/or re-post any User Content that you make publicly available through the Service.

5.5. Semantia Not Responsible for User Content

We are not responsible for and do not necessarily hold the opinions expressed by our Users and content contributors. Opinions and other statements expressed by Users and third parties are theirs alone, not opinions of Semantia. Content created by Users or third parties is the sole responsibility of such Users or third parties and its accuracy and completeness are not endorsed or guaranteed. You acknowledge that by providing you with the ability to view and post content through our Service, Semantia is not undertaking any obligation or liability relating to the content. Semantia and its affiliates, successors, assigns, employees, agents, directors, officers and stockholder do not undertake or assume any duty to monitor our site for inappropriate or unlawful content. Semantia and its affiliates, successors, assigns, employees, agents, directors, officers and stockholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, Semantia reserves the right to block or remove communications, postings or materials at any time in our sole discretion.

Semantia takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. Semantia assumes no liability for your interactions with other Users, or for any User’s action or inaction. You are solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Semantia shall not be liable for any damages you allege to incur as a result of User Content. Semantia reserves the right, but has no obligation, to monitor disputes between you and other Users.

5.6. Rules Concerning User Content

You agree that any User Content that you post does not and will not violate any law or infringe any rights of any third party, including without limitation any Intellectual Property Rights, publicity rights or rights of privacy. If you think any User Content infringes your rights, or if you want to challenge User Content that has been taken down from the site, please refer to Semantia's Copyright Policy in Section 21 below. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates the Agreement.

You agree not to post User Content that:

may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
may create a risk of any other loss or damage to any person or property;
seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
may constitute or contribute to a crime or tort;
contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
contain software or other material that violates or invades the intellectual property rights (or rights of privacy or publicity) of any third party;
includes any content to which you have not obtained any necessary rights or permissions to use accordingly;
contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
contains any information or content that you know is not correct and current.

5.7. Use of the Vault

As mentioned above, Semantia owns the Vault and grants to Users a non-exclusive, revocable license to load spreadsheets and provide access to a Vault for the purposes of performing calculations. By default, access to a Vault is private, meaning that a paid User can decide whether to provide access to such private Vaults via web services on the Semantia platform. For avoidance of doubt, Semantia owns all Vaults.

You grant Semantia a non-exclusive, royalty-free, perpetual, transferable, sub-licensable, worldwide license to use, modify, reproduce, display, distribute, and store User Content and content required to perform calculations and content produced through the operation a Vault and the Service.

5.8. Backup of Data:

You must maintain copies of all Data inputted into the Service. Semantia adheres to its best practice policies and procedures to prevent data loss, including a periodic system data back-up regime, but does not make any guarantees that there will be no loss of Data. Semantia expressly excludes liability for any loss of Data (including Data archived pursuant to clause 5.8 no matter how caused.

5.9. Third-party applications and your Data:

If You enable third-party applications for use in conjunction with the Services, You acknowledge that Semantia may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Semantia shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

5.10. Accuracy of Data

When You input any Data onto the Website, load spreadsheets into the Vault or cause the execution of a calculation by the Service, You agree and acknowledge that You are responsible for ensuring the accuracy of such Data. Semantia is under no obligation to ensure that Your Data on the Website is an accurate representation of Your actual business data and recommends that You perform a test take to ensure Your Data represents an accurate representation of Your intentions and expectations.

5.11. Recovery of Archived Data:

Where you discontinue Your Services in accordance with clause 8.1, or are in breach in accordance with clause 8.4, or Semantia otherwise suspends and/or terminates Your Services in accordance with this Agreement, Semantia reserves the right, in Semantia's sole discretion, to archive Your Data for a period of time not to exceed six months, upon the expiry of which time the Data will be deleted, but with there being no obligation for Semantia to do so. If Semantia has chosen to store Your Data in this manner and if Your Services are subsequently re-established within this six month period Semantia will restore, and you will be entitled to access, the archived Data provided that You pay Semantia in advance:

all arrears of Your unpaid Access Fee over the period that the Data was archived; and
a minimum re-establishment fee of AUD$500 (the total amount of the re-establishment fee, above the minimum re-establishment fee to be determined by Semantia in Semantia's sole discretion).

6. WARRANTIES AND ACKNOWLEDGEMENTS

6.1. Authority:

You warrant that where You have registered to use the Services on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Services You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

6.2. Acknowledgement:

You acknowledge that:

You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
Semantia has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorising any person who is given access to information or Data, and you agree that Semantia has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
- You will indemnify Semantia against any claims or loss relating to:
  1. Semantia's refusal to provide any person access to Your information or Data in accordance with these Terms; and/or
  2. Semantia's making available information or Data to any person with Your authorisation.
  3. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
  4. Semantia does not warrant that the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Semantia is not in any way responsible for any such interference or prevention of Your access or use of the Services.
  5. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
  6. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

6.3. No warranties:

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. SEMANTIA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING BUT NOT LIMITED TO (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. SEMANTIA DOES NOT WARRANT THAT (I) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SEMANTIA SHALL NOT BE LIABLE 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 SEMANTIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (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 SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (V) OR ANY OTHER MATTER RELATING TO THE SERVICE.

6.4. Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Semantia excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of Semantia's negligence or failure to comply with these Terms, any claim by You against Semantia arising from Semantia's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 6 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8. TERMINATION

8.1. Trial policy

When You first sign up for access to the Services, You can evaluate the Services for a period of 14 days, with no obligation to continue to use the Services. You may elect to, on or before the seventh day after the initial submission of Your Order Form under which you requested the Services, discontinue the Services and receive a full refund of any Access Fees paid minus any one-time-service fees accrued up to the date of discontinuation (in accordance with the refund policy under clause 8.7). If You do not elect to discontinue using the Services in this seven day timeframe, You will be billed from the day You first added Your billing details into the Services in Your Order Form. If You choose to discontinue using the Services, You must apply in writing to help@calc123.com to remove you from the Services.

8.2. Modifications to subscribed Services

You may not reduce your subscribed Services to a lesser Service within a monthly or annual subscription period (as the case may be). You may only reduce your subscribed Services to a lesser Service for the following monthly or annual subscription period by providing Semantia with written notice of the reduction at least 10 days prior to the start of the following monthly or annual subscription period. You may change your subscribed Services during a monthly or annual subscription period by adding additional Services or subscription levels. The amount owing on such additions will be added to Your Access Fees payable for Your next monthly or annual subscription on a pro-rata basis.

8.3. No-fault termination:

These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

8.4. Breach:

If You:

breach any of these Terms (including by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
breach any of these Terms and the breach is not capable of being remedied (which includes any breach of clause 3.4 or any non-payment of Access Fees that are more than 30 days overdue); or
You or Your business become insolvent, or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

Semantia may take any or all of the following actions, at its sole discretion:

terminate this Agreement and Your use of the Services and the Website;
suspend, for any definite or indefinite period of time, Your use of the Services and the Website;
suspend or terminate access to all or any Data through the Website; or
take either of the actions in sub-clauses (d), (e) and (f) of this clause 8.4 in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Vaults (as defined at clause 3) is not made in full by the relevant due date, Semantia may: suspend or terminate Your use of the Service, the authority for all or any of Your Vaults to use the Service, or Your rights of access to all or any Data.

8.5. Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.

8.6. Expiry or termination:

Clauses 3.1, 4, 5, 6, 7, 8 and 12 survive the expiry or termination of these Terms.

8.7. Refund Policy:

For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

If you terminate your subscription within 7 days of You first adding Your billing details into the Services in Your Order Form you will be entitled to a refund of certain Access Fees paid in accordance with clause 8.1 (subject to the provisos set out in this clause 8.7). This includes a full refund of any monthly or annual fees paid.

Where you have requested delivery of a one-time-service (such as Account Management, Software Development and Onboarding) in Your Order Form and received that service, you are not entitled to a full refund of the one-time service fee, but will instead be charged for the Services actually received at an hourly rate of AUD$250. Under no other circumstances is Semantia required to refund any Access Fees for any reason whatsoever.

Where you have paid for a Service but not received the Service (be it a one-time-service or otherwise) you will be entitled to a refund only if the refund request is received within 30 days of payment being received.

9. HELP DESK

9.1. Technical Problems:

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Semantia. If You still need technical help, please check the , provided online by Semantia on the Website or failing that, email us at help@semantia.com.au.

9.2. Service availability:

Whilst Semantia intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason Semantia has to interrupt the Services for longer periods than Semantia would normally expect, Semantia will use reasonable endeavours to publish in advance details of such activity on the Website.

10. USE OF THE SERVICE

Your use of the Service is subject to all applicable laws and regulations.

You may not:

use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy or monitor any portion of the Service or any Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service;
attempt to gain unauthorised access to any portion of the Service or any Content, or any systems or networks connected to the Service, by hacking, password “mining” or any other illegitimate means;
probe, scan or test the vulnerability of the Service or any Content, or any system or network connected to the Service;
reverse look-up or trace any information of any other User or visitor or otherwise use the Service for the purpose of obtaining information of any other User or visitor;
transmit spam, chain letters, or other unsolicited email;
use the Service for any commercial solicitation purposes;
take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
upload invalid data, viruses, worms, or other software agents through the Service;
impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity;
collect or harvest any personally identifiable information, including account names, from the Service;
use any device, software or process to interfere with, or attempt to interfere with, the proper working of the Service or any Content, or any systems or networks connected to the Service, or with any other person’s use of the Service; or
use the Service or any Content for any purpose that is unlawful or prohibited by the Terms of Service.

Any unauthorised use of the Service or any Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

11. USE OF SOFTWARE

Any software that is made available via the Service shall be governed by the terms of the license agreement that accompanies the software or is posted with the software download or at the Sites page where the software can be accessed; provided, however, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-exclusive license to use the software for your personal, noncommercial use in accordance with the Terms of Service. In the event of any inconsistency between the Terms of Service and any license agreement, the license agreement shall govern in relation to the software.

You may not decompile, reverse engineer or otherwise attempt to discover the source code of the software. You do not have the right to sublicense the Service, download or modify any portion of the Service, or resell the Service. If you violate the Terms of Service, we reserve the right to terminate your license to the Service without notice.

The software may automatically download and install updates from us from time to time. These updates are designed to improve, enhance and further develop the software 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 us to deliver these to you with or without your knowledge) as part of your use of the software.

12. LINKS

We may provide links to third-party website. We do not recommend or endorse the content of any third-party website. We are not responsible for the content of linked third-party website and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party website is at your own risk and subject to the terms and conditions of use for such website. You expressly release us from any and all liability arising from your use of any third-party website.

13. GENERAL

13.1. Entire agreement:

These Terms, together with the Semantia Privacy Policy and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Semantia relating to the Services and the other matters dealt with in these Terms.

13.2. Waiver:

A waiver of any breach of any provision in these Terms shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

13.3. Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

13.4. No Assignment:

You may not assign or transfer any rights to any other person without Semantia's prior written consent.

14. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of Victoria, Australia and You hereby submit to the non-exclusive jurisdiction of the courts in that place for all disputes arising out of or in connection with this Agreement.

Your agreement is with “Semantia Pty. Ltd.”.

If you have questions regarding this Agreement, about Semantia or about calc123.com, please contact us by email at help@semantia.com.au, or at:

Semantia Pty. Ltd.
Level 14, 330 Collins Street
Melbourne, VIC 3000
Australia

15. SEVERABILITY

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

16. NOTICES

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission unless an electronic error message is received by the sender. Notices to Semantia must be sent to help@semantia.com.au or to any other email address notified by email to You by Semantia. Notices to You will be sent to the email address that You provided when setting up Your access to the Service.

17. RIGHTS OF THIRD PARTIES:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

18. FOREIGN USERS

The Service is controlled and operated from its facilities in the Australia. Semantia makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Australian and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the Australia, or are a foreign person or entity blocked or denied by the Australian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the Australia.

19. CHANGES TO THE SERVICE

Semantia is constantly innovating and finding ways to provide our Users with new features and services. Therefore, we may, without prior notice, change the Service, add features, stop providing the Service or features of the Service, to you or to Users generally, or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, or for no reason. Upon termination of your use of the Service, you continue to be bound by this Agreement.

20. NO WAIVER

Any failure by us to enforce or exercise any provisions of the Terms of Service shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.

21. COPYRIGHT POLICY

Semantia respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to help@semantia.com.au (Subject line: "DMCA Takedown Request"):

A description of the copyrighted work or other intellectual property that you claim has been infringed, including the URL (Internet address) or other specific location on the Service where the material you claim is infringed is located. Include enough information to allow Semantia to locate the material, and explain why you think an infringement has taken place;
A description of the location where the original or an authorised copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Your address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorised to act on the copyright owner's behalf; and
An electronic or physical signature of the owner of the copyright or the person authorised to act on behalf of the owner of the copyright interest.

21.1 Counter-Notice:

If you believe that the content that was removed (or to which access was disabled) is not infringing, or that you have the authorisation from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, you may email a written counter-notice containing the following information to help@semantia.com.au:

Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the magistrates court located within the state of Victoria, Australia and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

21.2 Repeat Infringer Policy:

In accordance with the DMCA and other applicable law, Semantia has adopted a policy of terminating, in appropriate circumstances and at Semantia's sole discretion, Users who are deemed to be repeat infringers. Semantia may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.