By creating an account or otherwise interacting with this website and content, you (“You” or “User”) agree to be bound by all the terms and conditions contained in this legal contract (“Agreement”) between yourself and RightClick (“Company”). The Company is the creator and owner of the free and paid products, services, web pages, content, and software (all together known as the “Products”) found at rightclick.com.au and in any subdomain thereof.
1.1 The Company constantly strives to improve its Products and reserves the right to update, enhance, or introduce new functionality at any time. These changes may result in a change in the experience of users.
1.2 Interaction with any Products, whether free or paid, shall be predicated on this explicit agreement by the User to accept changes to the Products going forward, according to the company’s judgment and timetable.
3 Plans and Billing
3.1 Products made available for free are currently available to any user who creates a free account. Paid plans and products are available to anyone who elects to pay for enhanced functionality. Plans and pricing are in U.S. dollars, are listed on the website along with the plan details, and are subject to change without notice.
3.2 The Company uses a third party service to process payments and does not ever possess or save any of the credit card or banking information provided to us by our customers: this information is passed directly and securely to the processor.
4 Interacting with our Websites
4.1 You agree not to interact with or direct any interaction with our Products through any automated means, including bots, spiders, or crawlers, except as specified by the corresponding robots.txt file, if one exists.
4.2 You agree that you will not disrupt or attempt to disrupt the Company’s ability to conduct business or serve any of its free or paid users, or its employees.
4.3 You understand that the Company may transmit data you provide over public or publicly accessible networks, to our payment processors, storage providers, and other vendors. You understand that these transmissions will take place according to the strongest available encryption standards accepted by each vendor but that the Company does not make any guarantees or warranty about meeting any particular standard beyond those specified and supported by the vendors.
5.1 The Company reserves the right to identify your organization by name and logo if you are or have been a user or paying customer. You may contact the Company at any time and request the Company not do so.
6.1 You agree to keep your account information and password confidential at all times, and to notify the Company if you believe your account may have been accessed by someone other than yourself.
6.2 You are solely responsible for all activity which occurs in your account.
6.3 The Company uses Google Web Services to host (1) data provided to us by our users directly, and (2) data created by some of the users’ interactions with our graphical user interface.
7 Confidentiality & Intellectual Property
7.1 The Company forbids any user from using our Products in a manner which violates intellectual property laws and/or rights. The Company reserves the right to remove any infringing content without warning. Furthermore, the Company reserves the right to close any user’s account in order to investigate claims of infringement, or because an internal investigation was conclusive that infringement took place.
7.2 Anyone who believes a user of our Products has violated their intellectual property should notify the Company, consistent with the forms and procedures set forth in the Digital Millennium Copyright Act (DMCA).
7.3 The Products, including their technical architecture and visual design, are hereby deemed entirely confidential and are available to the user for testing purposes only. Users agree to share the software with others only as it is meant to be shared for permitted testing use, for the purposes specified in this document and in software itself.
7.3.1 Users acknowledge that in the course of testing and using the software, confidential and proprietary information may be shared by the company with them, including but not limited to inventions, ideas, processes, methods, copyrights, patents, techniques, formulas, computer programs and software, hardware, specifications, prototypes, designs, know-how, drawings, marketing plans, financial data, customer lists, referral and vendor sources, policies, and other procedures, and other information in written, oral and/or physical/sample form (collectively “Confidential Information”).
7.3.2 Confidential Information shall not include information that is rightfully known to the user prior to its disclosure and can be demonstrated as such.
7.3.3 User acknowledges that the Company owns all intellectual property in the software aside from that which was provided by the user.
7.3.4 User shall maintain as Confidential any and all Confidential Information, including any and all information about the Product, its design and performance specifications, and its code, unless advised in writing by Company that such confidentiality is no longer required. User agrees to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in all events will use at least a reasonable degree of care. In addition to such a degree of care, Receiving Party shall not in any way (a) disclose or otherwise transfer the Confidential Information to any third party at any time, including consultants, except as approved by the Company in writing in advance; (b) use (except as specifically permitted for testing), copy, modify and/or transfer the Confidential Information and/or merge the Confidential Information with any other technology, formula or materials; (c) to the maximum extent permitted by applicable law reverse engineer any of the Confidential Information; (d) remove any trademark, copyright, patent or mask work notices and/or other proprietary legends contained within any of the Confidential Information; and/or (e) disclose the parties’ discussions about the Confidential Information and/or the existence of the Beta Test to any third party.
7.3.5 User agrees that it shall not in any way incorporate, use, and/or exploit any part of the Confidential Information (disclosed separately or embodied in Company’s Product) in its and/or any other party’s products or businesses, including without limitation to develop, produce and/or distribute any products or services that derive from or use the Confidential Information, for any purpose other than testing the Product as intended and described in this document and in the software itself.
7.3.6 The obligations of this Section 7 shall survive the termination of this Agreement. 8 Warranty 8.1 The Company represents and warrants that it has the requisite rights and legal authorities to grant this limited, non-exclusive, non-transferable license for testing purposes, and to provide the Products as specified by this Agreement. Company makes no other warranty, expressed or implied, with respect to the products or any other information.
9.1 Any dispute between the parties arising from, out of, or in connection with this Agreement (including its existence, validity or termination) shall be referred to and finally resolved by arbitration under the American Arbitration Association’s Commercial Rules Expedited Procedures, which Procedures are deemed incorporated by reference into this Section. The number of arbitrators to hear and decide the arbitration shall be three, one to be chosen by each Party, and the third to be mutually agreed upon by the first two arbitrators.
9.2 The place of arbitration shall be New York, New York. The arbitrator may, as part of its award, award all or part of the prevailing Party’s fees in the arbitration, including but not limited to reasonable attorneys’ fees and expenses.
9.3 Further, in the event that any Party brings an action in any court of law which is dismissed as a result of being in violation of this provision, such Party shall be required to pay all costs of the other Party relating to defending such action, including but not limited to court costs and reasonable attorneys’ fees and expenses.
10 Termination and Survivability
10.1 This Agreement will continue to apply until you close your account, notify the Company in writing, and have received a confirmation from the Company that notice was received and processed.
10.2 For purposes of written notice, you may email us at firstname.lastname@example.org. The Company may provide you with notices by email or by posting information on the website itself.
10.3 The Company may terminate this Agreement with you at any time and with immediate effect for free accounts, and with 3 days’ notice for paid accounts. A partial and pro-rated refund will be issued for any paid subscription time beyond the termination date.
10.4 You may not assign, grant a security interest in, or in any way transfer your rights in this Agreement without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties and their respective administrators, successors and assigns.
10.5 This Agreement terminates and supersedes all prior understandings or agreements on matters addressed herein.
11 Limitation of Liability
11.1 All warranties, whether express or implied, are hereby disclaimed, including, without limitation, the warranties of merchantability and fitness for a particular purpose. You agree that the Products are offered “as-is” and “as-available” and that you are using them at your own risk.
11.2 You agree that the Company shall not be liable for damages of any kind, regardless of any notice or warnings. If applicable law does not permit the exclusion of damages through this mutually agreed-upon contract, then the Company’s liability will be limited to the maximum extent specified by applicable law.
12 Changes to this Document
12.1 The Company reserves the right to make changes to this Agreement at any time. The most recent version will always be posted on the site. 12.2 You understand and agree that by using the Company’s Products you are agreeing to the terms and conditions which are in effect at the time of use, even if these are different from those which were in place at the time of your purchase or account creation.
12.3 This document was last modified on 31 August 2020.