Terms and Conditions.

SUBSCRIPTION DETAILS

Subscription Agreement Between
industrial galvanizers corporation pty ltd (trading as industrial galvanizers) (the ‘company’, ‘we’, ‘us’ or ‘our’) abn 40 000 545 415
and
the Subscriber, (‘you’ or ‘your’)

The Subscriber agrees to subscribe to the Company's services as detailed below. The Subscriber has read, understands and agrees to be bound by these Subscription Terms & Conditions (this Agreement) which govern the Subscriber's subscription to the Company's services as detailed below. The Subscriber's subscription to the Company's services as detailed below will start on the Subscription Start Date (as set out below). Your subscription will continue for the period specified, unless earlier terminated in accordance with this Agreement (Subscription Period )

Services purchased by Subscriber

Access to the Industrial Galvanizers Corrosion Mapping Model software and its associated reports.

Subscription Start Date

Within one working day of the first Subscription Fees payment to the Company, or as otherwise set out below or during the on-line registration process.

Subscription Fees

As set out in the on-line registration page, and varied from time to time.

SUBSCRIBER TERMS AND CONDITIONS

Background

Industrial Galvanizers Corrosion Mapping Model software is a product and service which is owned and operated by the Company (such products and services being the Industrial Galvanizers Products) and those Industrial Galvanizers Products to which you have subscribed being the Services

Through the Industrial Galvanizers Products, we provide information regarding:

1. the estimated service life of hot dip galvanized coatings and copper steel, in different environments and locations i.e. information on potential service life
2. the embodied energy of galvanized coatings, steel, stainless steel, timber and concrete;
3. the in-ground (buried) corrosivity rating of steel based on customer-supplied micro-environmental data;

as

1. online information,
2. print products and
3. stored data files.

1. Agreement

This Agreement sets out your legal rights and obligations with regards to your subscription to, and your use of, the Services. Use of the Services is subject to your acceptance without modification of the terms and conditions contained in this Agreement. By accessing and using the Services, you agree that you have read, understood and agree to be bound by the terms and conditions of this Agreement and to comply with all applicable laws, rules and regulations, including in relation to privacy.

2. Your Subscription and Our obligations

2.1 The Subscriber represents and warrants that all information about it provided to the Company is true, accurate and complete, and undertakes to notify us of any change in the Subscriber's information.

2.2 Upon receipt of payment of the Subscription Fees, we will deliver the Services as described on the Subscription Details page of this Agreement.

2.3 Online subscribers will be sent an email containing their login details and confidential password (User Details), such User Details (required to access and use the Services) to be used as directed by us. You must not use or attempt to use your User Details to access our systems or databases other than in accordance with any relevant documentation we provide to you.

3. Your obligations, Security and Subscriber Conduct

3.1 You must not use any mechanism, device, software, script or routine to affect the proper functioning of the Services or our Web Site, including, but not limited to:

1. without limiting clause 3.3, taking any action that places an unreasonable burden or excessive load on our system(s);
2. infecting the Services and/or the Web Site with any computer programming routine (e.g. any virus, worm, timebomb, cancelbot or trojan horse) that may damage, interfere with, delay, intercept or expropriate any system, data or personal information; or
3. acting in any way that degrades the operational performance of the Services and/or the Web Site.

3.2 You must take all necessary precautions to keep your User Details and account confidential at all times. You are responsible for all uses of your User Details and account whether or not actually or expressly authorised by you. If you believe that your account and/or User Details have been misused or compromised in any manner, you must notify us immediately.

3.3 You must comply with our policy in relation to fair usage of the Industrial Galvanizers Products as provided to you from time to time during the period of your subscription (Fair Usage Policy). You acknowledge that any failure of you to comply with the Fair Usage Policy may result in the Company suspending or terminating your access to the Services.

4. Proprietary Rights

4.1 You acknowledge that content, including but not limited to data, text, software, music, sound, photographs, video, graphics or other material contained in any form, including but not limited to advertisements or commercially produced information presented to you through the Services by us, or our advertisers or other content providers, (Services Content) may be protected by copyright, trademarks, service marks, trade secrets, patents, database rights, moral rights, publicity rights, confidentiality or other intellectual property rights, proprietary rights and laws. You acknowledge that you may use the Services for your own information needs only. You may not further copy, modify, edit, reproduce, create derivative works or materials, republish, upload, post, transmit, or distribute in any way the Services Content for any party not directly associated with you or your company.

4.2 If we elect to add branding or watermarks to any data streams provided through the Services, you must not remove, alter, or modify such branding or watermarks.

5. Rights attached to Tender Documents

5.1 You acknowledge that all documents, extracts from documents and other information including drawings provided to you in connection with this Agreement or your use of the Services (referred to hereafter as Documents) are protected by copyright. You are not permitted to reproduce Documents other than for the purpose of the submission of a quotation, tender or proposal in accordance with those documents.

5.2 You indemnify and agree to keep indemnified the Company and/or its representatives from and against any claim, loss or damage that may be made or suffered to or by the Company and or its representatives arising out of any claim by any person or corporation for breach of any alleged copyright with respect to any Tender Documents supplied to you by the Company and/or its representatives or accessed through your use of the Services.

6. Disclaimer of Warranties

6.1 Subject to clause 6.4, you understand and agree that all the Services are provided on an as is and as available basis. While we shall always endeavour to provide the Services at the highest quality level, you understand and agree that:

1. the use of the Services is solely at your risk;
2. any material purchased and/or data downloaded or otherwise obtained through the use of the Services is at your own discretion and risk; and
3. you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

6.2 Subject to clause 6.4, we, our subsidiaries, associates, related corporations, business partners, affiliates and employees make no representations or warranties of any kind, either express or implied, including but not limited to results obtained by you or any other person or entity from the use of the data, information or opinions provided through the Services, warranties title, suitability, satisfactory or merchantability quality or warranties for fitness for a particular purpose or use in respect of any of the materials and/or information made available through the Services. We, our subsidiaries, associates, related corporations, business partners, affiliates and employees make no representation, endorsement or warranty of any kind whatsoever about the Services, including advertisements supplied by the respective advertisers and their creditworthiness.

6.3 Subject to clause 6.4, we, our subsidiaries, associates, related corporations, business partners, affiliates and employees will not be liable for any loss (including loss of profits, revenue, economic loss and lost savings), cost, claim, liability, expense, demand or damage (whether in tort, contract or otherwise and whether direct, indirect, incidental, special, punitive or consequential) arising out of or sustained by reason of:

1. your or any third party's use, inability to use, or misuse of, the Services;
2. any disclosure (inadvertent or otherwise) of any information concerning you or your particulars or for any error, omission or inaccuracy with respect to any information so disclosed; or
3. any loss of information howsoever caused whether as a result of any interruption or suspension of the Services or otherwise, or for the contents, security, currency, accuracy or quality of information available, received or transmitted through the Services, even if we or any of our authorised representatives has been advised of the possibility of such damages, or for any claim by any other person whatsoever.

6.4 In this clause 6.4: (i) "Australian Consumer Law" has the meaning given to that term in section 4 of the Competition and Consumer Act 2010 (Cth); (ii) "Consumer" has the meaning given to that term in section 3 of the Australian Consumer Law; and (iii) "PDH Goods or Services" means goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption. Under the Australian Consumer Law (and other similar legislation of Australian states and territories), certain statutory guarantees are conferred in relation to the supply of goods or services to a Consumer ( Consumer Guarantees ). Where you as a Consumer acquire goods and services under this Agreement:

1. where the goods or services are PDH Goods or Services, the operation of the applicable Consumer Guarantees cannot be, and are not in this Agreement, excluded, restricted or modified; or
2. where the goods or services are not PDH Goods or Services, the Company limits its liability for a failure to comply with any Consumer Guarantee (other than where to do so would otherwise cause all or part of this clause to be void) to (at the Company's option): (1) in the case of goods, repairing or replacing the goods or paying the cost of having the goods repaired or replaced; and (2) in the case of services, re-supplying the services or paying the cost of having the services re-supplied, and the Company does not exclude or limit the operation of the Consumer Guarantees under any other provision of this Agreement or in any other manner and you agree it is fair and reasonable in all the circumstances for the Company's liability to be so limited. To the extent permitted by law, the Company excludes from this Agreement all representations, guarantees, conditions, warranties, rights, remedies, liabilities and other terms that may be conferred or implied by statute, general law or custom, except any guarantee, implied term or right conferred under any legislation (including the Australian Consumer Law), the exclusion of which would contravene legislation or cause part or all of this clause to be void.

7.Indemnity

You indemnify and hold us harmless at all times against all actions, proceedings, costs, claims, expenses (including legal costs on a full indemnity basis), demands, liabilities, losses (whether direct, indirect or consequential) and damages (whether in tort, contract or otherwise) whatsoever which we may sustain, incur, suffer or pay arising out of or in connection with:

1. any breach of clause 3.2 by you;
2. your misuse of the Services (including any use by you of the Services other than for the intended purpose of the Services as notified to you); or
3. any wilful, unlawful, fraudulent or malicious act or omission by you or your employees, contractors or agents, except to the extent that the action or claim solely relates to, or arises as a result of, an act or omission of negligence by the Company.

8. Agency

This Agreement creates no agency, partnership, joint venture or employment and neither you nor your agents have any authority to bind us in any respect whatsoever.

9. Termination for Subscriber breach or default

We reserve the right in our sole and absolute discretion to immediately terminate or suspend your account and your right of access to the Services at any time without notice to you, if we determine that you have provided us with false or misleading information in respect of or in connection with this Agreement, interfered with other users or the administration of the Industrial Galvanizers Products, or breached or attempted to breach the terms and conditions of this Agreement.

10. Subscription Period

The initial term of this Agreement is for the Subscription Period. You must pay the Subscription Fees in relation to each Subscription Period. The initial Subscription Fees are payable prior to the commencement of your subscription to the Services.

11. Cancellation of a multiple year subscription

If your subscription is for a period of one year or more, you may cancel your subscription after the first year of the multiple year Subscription Period by giving three (3) months' written notice in writing to us, in which case you will be subject to a cancellation fee for each of the cancelled years of the Subscription Period, being an amount equal to 30% of the annual Subscription Fee for each cancelled year. To avoid doubt, you may not cancel your subscription where the Subscription Period is for less than one year.

12. Termination or Expiry of Subscription Period

12.1 Upon termination of this Agreement during the Subscription Period, or, upon its expiry:

1. your User Details will no longer be valid;
2. you must immediately cease all use of the Services; and
3. you must return to us any confidential information, materials, and other documents provided by us to you during the Subscription period in relation to the Services.

13. Applicable Law and Jurisdiction

This Agreement is governed by the law of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia and any court that may hear appeals from those courts.

14. General

14.1 This Agreement constitutes the entire Agreement between the parties and supersedes and replaces all prior contemporaneous understandings or agreements, written or oral, regarding such subject matter.

14.2 If any provision of this Agreement is deemed or held to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions without affecting the enforceability of the remaining provisions used in the terms and conditions.

14.3 Headings are used in this Agreement for convenience only and are not to be relied upon.

14.4 Our failure to exercise or forbearance from exercising any rights or remedies, or failure to enforce or forbearance from enforcing, the strict performance of any provision of this Agreement, will not constitute a waiver of our right to exercise such rights or remedies or enforce such provision or any other provisions of this Agreement in that or any other instance.

14.5 Any waiver of any provision of this Agreement by us must be made in writing and signed by an authorised representative of ours specifically referencing this Agreement and the provision to be waived.

Ver1
April 2014