BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY SIGNING AND 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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
BASIC TERMS - You acknowledge that the Services incorporate our sensitive trade secrets and other knowledge that is commercially valuable. Accordingly, You agree that You must not enter into this Agreement, or access the Services, if You or Your business is in any way involved in developing, implementing or delivering any products or services that are similar to or competitive with the Services.
- Each party acknowledges that the Confidential Information provided by the other party is provided on a confidential basis and may contain sensitive commercial information and/or trade secrets and other knowledge that is commercially valuable. The rights and obligations of each party with respect to the other party’s Confidential Information are set out at Section 8 below.
- This Agreement supersedes any prior agreement, arrangement or understanding between You and Us in relation to its subject matter.
- The Agreement is entered into between Us and You, together the Parties and each a Party.
- This Agreement will commence on the Commencement Date and will continue until your Subscription ends and is not renewed, unless earlier terminated in accordance with its terms.
1. ACCEPTANCE
1.1 This Agreement will commence on the Commencement Date and will continue until your Subscription ends and is not renewed, unless earlier terminated in accordance with its terms (Term).
1.2 You accept thisAgreement by the earlier of:
(a) signing and returning this Agreement to us;
(b) entering into an Order Form with us in accordance with clause 2.3;
(c) confirming that you accept this Agreement via the platforms or applications through which we provide this Agreement to you, including our website; or
(d) making part or full payment of the Subscription Fees.
2. OUR SERVICES2.1 We provide the following services to you:
(a) access to our Product;
(b) onboarding, set up and implementation of the services for the first 4 weeks following the Commencement Date (ImplementationServices);
(c) provide support and modifications to the Product based on your reasonable needs during a hypercare, testing period of 4 weeks from the date of the completion of the Implementation Services (Hypercare Services);
(d) access to our troubleshooting and technical support services (Support Services),
(collectively, our Services).
2.2 You may request us to supply the Services by completing a request for our Services in a form that we provide to you from time to time (Order Request).
2.3 We may, in our discretion, accept or reject an Order Request. If we accept the Order Request, we will provide you with a formal Order Form, and once the Order Form is accepted by both parties in writing it will be binding in accordance with the terms of this Agreement and the Order Form.
2.4 Each Order Form is subject to, and will be governed by, this Agreement and any other conditions expressly set out in the Order Form. To the extent of any ambiguity or discrepancy between an Order and this Agreement, the terms of the Agreement will prevail.
2.5 If you require Support Services, you may request these by getting in touch with us via our online technical support system – support tickets can be submitted via email at
techsupport@stack.aero or any other email address we notify you of from time to time. We will use all reasonable endeavours to respond to your support request within 24 hours on Business Days. You acknowledge that it may not be possible to provide a complete resolution to the support request within this time frame.
2.6 Unless we agree otherwise, Support Services cannot be used to support any other products or services and does not include configuration or management of third-party software or hardware, software development or any on-site services. Please refer to our
Professional Services Agreement for further detail.
2.7 Where we determine an issue raised in a Support Request was caused by a third party or party without a Product licence, we will perform any relevant Support Services on an hourly rate basis.
2.8 Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
2.9 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.
2.10 We will not be responsible for any other services unless expressly set out on in this Agreement or on the Platform or our Product. You agree that the Services are not contingent on the delivery of any future functionality or features and you do not rely on any oral or written public comments made by us regarding any potential or future functionality or features.
2.11 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
2.12 Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
2.13 Third Party Products or Services: Where you engage third parties to operate alongside our Services (including other services on the Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 2.11. You acknowledge and agree that you must not install any third-party application directly related to our Product or our Services without prior written approval by us, to be withheld in our discretion. You acknowledge and agree hat this requirement is reasonable given the impact third-party applications may have on the functionality, reliability, performance or availability of the Product
2.14 All variations to our Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of our Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
2.15 Notwithstanding clause 2.14, you agree that we may vary our Services or the Subscription Fees at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made to our Services or the Subscription Fees, you may, before the end of the Variation Notice Period, terminate this Agreement by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect, your Subscription will be cancelled and clause 13.3 will apply. Upon cancellation of your Subscription you will no longer be able to access our Services on and from the date of cancellation
2.16 You acknowledge and agree that, as our Services are available worldwide, there maybe features, functions, units of measurement and terminology used that differ based on your geographic location.
3. AUTHORISED USERS
3.1 You may invite Authorised Users to access and use our Services under your Subscription. Each of your Authorised Users will be required to hold a User Licence for the Product, in order to access and use our Services. You are responsible for ensuring that your Authorised Users comply with this Agreement. Authorised Users must agree to our End User Licence Agreement on activation of their licence. Any limitations on the number of Authorised Users will be set out in the Order Form.
3.2 Any additional Authorised Users may be added under your Subscription during the Subscription Term, using the same per-user pricing as set out in the Order Form. If an Authorised User is added during a Billing Cycle, the full fee for that Authorised User for that Billing Cycle will be charged to you.
3.3 While you have a Subscription with us, you agree to (and to ensure your Authorised Users agree to):
(a) keep your information up-to-date (and ensure it remains true, accurate and complete);
(b) keep usernames and passwords to the Platform secure and confidential, and protect them from misuse or being stolen; and
(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to the Services or your account on the Platform.
3.4 Authorised User access cannot be shared between individuals. If an Authorised User no longer requires ongoing access to the Product, you may contact us and we can reassign access to another individual.
3.5 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for the Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate an Authorised User’s access, or your Subscription.
4. SUBSCRIPTIONS
4.1 The details of your Subscription are set out in the Order Form, including the Implementation Fees, Subscription Features, Subscription Fees and Subscription Periods.
4.2 During the Subscription Period, you will be billed for the Subscription Fees on an automatic recurring basis, as set in the Order Form (Billing Cycle). You will be billed for the Implementation Fees upfront and the Implementation Fees must be paid prior to the performance of our Services.
4.3 You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions.
4.4 Payment Terms: We will issue invoices to you on a monthly basis. You must pay to us all amounts due and payable under this Agreement, using the payment method set out in our invoice, within 7 days from the date of our invoice, or as otherwise agreed between the Parties.
4.5 You must not pay, or attempt to pay, any Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised cardholder. If payment is made by direct debit, by providing your bank account details and accepting this Agreement, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
4.6 Late Payments: If any Fees are not paid on time, we may:
(a) suspend your access our Services (including access to the Product); and
(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
4.7 Trial Periods: We may offer you the option to try a Subscription out for free, for the period of time set out in our offer. At the end of this free trial, you will lose access to our Services unless you purchase a Subscription before that time.
4.8 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
4.9 Cancellation: Your Subscription continues for the Subscription Period. At the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed for the same Subscription Period or 12 months (whichever is shorter)(each a Renewal Period), unless either Party provides 30 days written notice prior to the end of the Subscription Period or the then-current Renewal Period (as applicable) that it does not wish to renew the Subscription. You may cancel your Subscription at any time by providing written notice; however, cancellation will take effect at the end of your current Subscription Period. For clarity, if you cancel your Subscription before the end of the current Subscription Period, you are still required to pay all remaining Subscription Fees owing for the full 12-month term of that Subscription Period, even if you stop using the services. If you are on an annual Subscription, we will send you a renewal reminder at least 30 days before your Subscription is due to renew.
5. PRODUCT LICENCE
5.1 While you have a valid Subscription (or free trial in accordance with clause 4.7), we grant you and your Authorised Users a right to use our Services (which may be suspended or revoked in accordance with this Agreement). This right cannot be passed on or transferred to any other person without our approval and, if you have a Subscription, will also be subject to the conditions of your Subscription (asset out in the Order Form).
5.2 You must not (and you must ensure that your Authorised Users do not):
(a) access or use our Services in anyway that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) publicly share or otherwise provide to a third-party any information available in our Product without our prior written consent;
(c) interfere with or interrupt the supply of our Services, or any other person’s access to or use of our Services;
(d) introduce any viruses or other malicious software code into our Product;
(e) access or use our Services for purposes of monitoring their availability, performance or functionality, or for the purpose of benchmarking or publicly disclosing information in a manner that could harm our commercial interests;
(f) use any unauthorised or modified version of our Product, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Services;
(g) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(h) use our Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
(i) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third-party; or
(j) access or use our Product to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
5.3 Licences may not be reduced, terminated or cancelled in whole or part during any contract term (12 months), except as expressly permitted under this Agreement. All fees dues for the full term are payable regardless of actual usage or early termination without cause.
6. PLATFORM LICENCE
6.1 You acknowledge and agree that:
(a) when our Product is used, each Authorised User will be provisioned access and authentication via the embedded licensing arrangement we have with Salesforce.com;
(b) no license is given by Us or by Salesforce.com under this Agreement for the installation of third-party applications, or access to standard objects not defined in any Product specification;
(c) some Authorised Users may from time-to-time have access to standard objects beyond those described in the Product specification, and are hereby expressly and contractually prohibited from utilising the features and functionality of any Salesforce.com object not described in the Product specification;
(d) you must not develop any applications for your use using or incorporating the Product or our Services delivered under this Agreement, without the prior written approval from us.
6.2 Platform Limitations: Product usage and Services availability may be subject to other limitations, such as, for example, limits on data storage space, and the number of “API” calls (Application Programming Interface) you are permitted to make. Any such limitations are detailed in by Salesforce.com
(https://developer.salesforce.com/docs/atlas.en-us.apexcode.meta/apexcode/apex_gov_limits.htm) and may be subject to change from time-to-time. Such changes shall take effect on the next automatic renewal of the relevant Subscription.
6.3 Shared Org Limitations: The use of a Shared Org is expressly prohibited and any use of a Shared Org by you within the Platform will constitute a material breach of this Agreement unless the use by you of a Shared Org is expressly permitted in writing by us.
7. AVAILABILITY, DISRUPTION AND DOWNTIME
7.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance or by reason of downtime on the Platform.
7.2 Our Services interact with, and is reliant on, products or services provided by third parties, such as Salesforce and other providers of the Platform (as applicable). To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
7.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
8. INTELLECTUAL PROPERTY DATA
8.1 We own all intellectual property rights in our Services (including our Product). This includes how our Product looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed in our Product (or any materials generated by our Product).
8.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
Your Data8.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Product, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have a Subscription with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
(a) supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under this Agreement;
(b) diagnose problems with our Services;
(c) improve, develop and protect our Services;
(d) send you information we think may be of interest to you based on your marketing preferences;
(e) perform analytics for the purpose of remedying bugs or issues with the Platform or our Product; or
(f) perform our obligations under this Agreement (as reasonably required).
8.4 This data is stored in the Microsoft Azure cloud infrastructure, and is subject to the “Online Services Terms”, “Service Level Agreement” and other legal and data security provisions of this Microsoft Infrastructure available at
https://azure.microsoft.com/en-us/support/legal/.8.5 You are responsible for (meaning we are not liable for):
(a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users.
(b) backing up Your Data.
8.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
8.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.
9. CONFIDENTIAL INFORMATION AND PERSONAL INFORMATION9.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
9.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
9.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.
9.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
9.5 Where we are legally obliged to do so, we may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors), if required by law to do so.
9.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
10. CONSUMER LAW RIGHTS
10.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and this Agreement does not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of this Agreement. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.
10.2 If you accept this Agreement in Australia, nothing in this Agreement should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the
Competition and Consumer Act 2010 (Cth)).
11. WARRANTIES AND REPRESENTATIONS
11.1 Each Party represents and warrants that:
(a) it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; and
(b) this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms.
11.2 You represent and warrant that:
(a) you are not involved in developing, implementing or delivery any products or services that are similar to or competitive to our Product or Services;
(b) all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;
(c) no insolvency events (including but not limited to bankruptcy, receivership, voluntary administration, liquidation or creditors’ schemes of arrangement) affecting you or your property are occurring or are likely to occur; and
(d) if you enter into this Agreement as a trustee of a trust, then:
(1) you are the sole trustee of the relevant trust and have been validly appointed;
(2) you have full and valid power, authority, consents and approvals under the relevant trust to execute the Agreement and carry out the transactions contemplated by the Agreement; and
(3) you have the right to be indemnified out of the assets of the relevant trust for all liabilities incurred by you under the Agreement.
11.3 You acknowledge and agree that it is your responsibility to ensure that:
(a) the Product is not used for navigational or flight planning purposes;
(b) information in the airports database is accurate and correct;
(c) you keep up to date all aircraft data accessed through the Product;
(d) you verify the accuracy of all information that you access or use through the Product; and
(e) you do not make unintended or misleading changes to any data accessed or used by or through the Product.
12. LIABILITY
12.1 You acknowledge and agree that airport & runway data provided from time-to-time with the Product is sourced from ‘open-source’ resources and may contain minor inaccuracies or major errors due to its open-source nature. You agree that You will not use any airport or runway data sourced through the Product for flight planning or for the operation of aircraft. You acknowledge and agree that all data used for such purposes must be provided by sources that are approved by the applicable regulator for flight planning and operational purposes.
12.2 You acknowledge that:
(a) you are contracting solely with us and are not entering into any contractual relationship (under this Agreement) with Salesforce.com; and
(b) if we cease business or provision of the Services, Salesforce.com is not under any obligation to:
(1) continue to provide the Product or any Services to you;
(2) provide you with any refund; or
(3) takeover our obligations or liability to you under this Agreement.
12.3 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems);
(b) the Platform (subject to clause 12.6(b)); or
(c) any use of our Services by a person or entity other than you or your Authorised Users.
12.4 You acknowledge that it is your responsibility to ensure that:
(a) the Product is not used for navigational or flight planning purposes;
(b) information in the airports database is accurate and correct;
(c) you keep up to date all aircraft data accessed through the Product;
(d) you verify the accuracy of all information that you access or use through the Product; and
(e) you do not make unintended or misleading changes to any data accessed or used by or through the Product.
12.5 You acknowledge and agree that we are not liable for any Liability arising out of your failure to comply with clause 12.4.
12.6 Regardless of whatever else is stated in this Agreement, to the maximum extent permitted by law:
(a) neither we or you are liable for any Consequential Loss;
(b) a party's liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and
(c) our aggregate liability to you for any Liability arising from or in connection with this Agreement will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you do not have a Subscription, to AUD$1,000.
13. TERMINATION13.1 We may terminate this Agreement (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:
(a) you fail to pay your Subscription Fees when they are due;
(b) you or your Authorised Users breach this Agreement and do not remedy that breach within 14 days of us notifying you of that breach;
(c) you or your Authorised Users breach this Agreement and that breach cannot be remedied; or
(d) to the extent permitted under the
CorporationsAct 2001 (Cth) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
13.2 You may terminate this Agreement if:
(a) we breach this Agreement and do not remedy that breach within 14 days of you notifying us of that breach; or
(b) we breach this Agreement and that breach cannot be remedied, and
If you terminate the Agreement under either (a) or (b) above, and you have paid Subscription Fees upfront, you will be entitled to a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
13.3 Upon termination of this Agreement, we will retain Your Data (including copies) as required by law or regulatory requirements.
13.4 Termination of this Agreement will not affect any other rights or liabilities that we or you may have.
14. GENERAL
14.1 Amendment: Subject to clauses 2.14 and 2.15, this Agreement may only be amended if we and you agree in writing.
14.2 Assignment: You may not transfer or assign this Agreement (including any benefits or obligations you have under this Agreement) to any third party without our prior written consent. We may assign or transfer this Agreement to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
14.3 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting either Party may:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
14.4 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
14.5 Governing law: This Agreement is governed by the laws of New South Wales, and any matter relating to this Agreement is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.
14.6 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement.
14.7 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
14.8 Nature of Legal Relationship: This Agreement does not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
14.9 Notices: Any notice you send to us must be sent to itadmin@stack.aero. Any notice we send to you will be sent to the email address registered against your Account. Notice will be deemed to have been served at the time of transmission.
14.10 Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
14.11 Subcontracting: We may subcontract the provision of any part of our Services in accordance with the Data Processing Agreement between the Parties. If there is no Data Processing Agreement in place between the Parties, we may subcontract the provision of any part of our Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
14.12 Survival: Clauses 8 to 13 will survive the termination or expiry of this Agreement.
14.13 Third Party Sites: Our Product or the Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third-party website linked from the Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites through a link on our website or available in our Product, or for featuring certain goods or services on our website or our Product. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our website or our Product.
15. DEFINITIONS15.1 In this Agreement, unless context otherwise requires:
Authorised User means a user that you have invited to use the Product through the Platform.
Business Day means a day on which banks are open for general banking business in Atlanta, Georgia, excluding Saturdays, Sundays and public holidays.
Commencement Date means the agreed date on which the Order Form is signed by the last of the Parties.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.
Data Processing Agreement means the data processing agreement between the Parties.
Fees mean the Implementation Fees and/or the Subscription Fees, and any other fees payable under this Agreement.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Implementation Fees means the fees payable for the Implementation Services and Hypercare Services, as set out in the Order Form.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Order Form means an order for the supply of the Services, placed in accordance with clause 2.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Platform means the Salesforce.com, Force.com, APEX, VisualForce and Microsoft infrastructure through which our Product and ourServices are delivered or made available to you.
Product means the functionality that is made available to you by us, as purchased by you under this Agreement
Services means the services we provide to you, as detailed in clause 1.1.
Shared Org means the sharing of data or access to the Services with another organisation (including any organisation you are related to or affiliated with).
Subscription means
the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.
Subscription Features means the features and limitations of your chosen Subscription, as set out in the Order Form.
Subscription Fees means the fees you pay to us to access your chosen Subscription, as set out in the Order Form.
Subscription Period means the duration of your Subscription, as set out in the Order Form.
We, Us or Our means Charter Intelligence Pty Ltd dba STACK.aero (ACN 163 552 529)
You or Your means the company or other legal entity that is entering into this Agreement with Us.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.
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