This Matrak Software Agreement (the “Agreement”) is between you and Matrak Industries Pty Ltd (ACN 602 500 363) (“Matrak”). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement. For the purpose of this agreement, “Products” or “Service” refers to all services and software provided by Matrak.
Matrak may modify or amend this agreement from time to time. Should we do so, we will update the agreement on our web site.
1. Scope of the Agreement.
Matrak grants the customer a non-exclusive, non-transferable license to use the Software and Documentation.
The term of each Software license (“License Term”) commences when you register with Matrak, and continues until you cease using the Products.
Matrak Industries provides licensed access on an ongoing monthly basis, payable in advance per month or annually, as agreed in writing prior to commencement of the Agreement. Matrak may provide the option for certain Products may be purchased for one time payments, payable prior to Matrak providing access to the Product, unless otherwise agreed in writing.
3.1 Access Rights.
Customer may access and use the Products during the applicable Subscription Term (defined below), subject to the terms and conditions of this Agreement. Customer may add Authorised Users either by nominating them to Matrak, or directly via the Product. Customer is responsible for managing Authorised Users, including ensuring they have the correct permissions, revoking access where necessary, etc.
Only Authorised Users may use the Products, and only up to the permitted number of Authorised Users. All use of the Products must be in accordance with the relevant Matrak documentation and policies.
3.2 Subscription and Renewals.
Matrak access is provided as a monthly subscription based on number of projects and users, pro-rated to the date subscription commences or ends. Once that term expires, it will automatically renew for successive terms of the same period unless either Customer or Matrak notifies the other of non-renewal at least 5 business days prior to the upcoming expiration date. Renewals are charged at Matrak’s then-current rates unless otherwise agreed. "Subscription Term" means the initial term and any renewal term(s).
3.3 User plans
Matrak provides licenses for user access to the Customer and their company's direct employees only. The Customer is not permitted to use this license to provide access to employees of any other companies, including companies providing contracting or sub-contracting services to the Customer. Matrak may request written proof of direct employment where it has reason to believe that users provided access as part of an User plan are not direct employees of the Customer's company. Matrak may suspend or terminate the user or Customer's access at its own discretion if it is not satisfied that these rules are being met.
This Agreement will continue so long as Customer has a license to the Products or an ongoing Subscription Term for the Products, unless earlier terminated.
If Customer fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due, then Matrak may suspend or terminate this Agreement and Customer's account, with no refund to the Customer. Matrak may suspend or terminate this Agreement and Customer's account without cause.
Customer may terminate this Agreement at any time with written notice to Matrak. Matrak may at their sole discretion suspend or pause this agreement on written request by the Customer.
4. Customer Data
The term “Customer Data” includes all data provided to Matrak, or entered into the Products by Customer or Customer’s Authorised Users. This may include images, spreadsheets, documents, or any other information. This also includes any data provided to Matrak by any third party on behalf of the Customer or an Authorised User. For example, this may include data such as delivery dockets, drawings, or manufacturer information, which may be provided to Matrak by non-users of the Service.
You agree that you either own or have permission to use and data or content uploaded to Matrak. Unless otherwise specified, Customer retains ownership of any data or other content or information that Customer provides to the Products. Customer is solely responsible for the accuracy, completeness, content and legality of all Customer Data.
Where Matrak loads Customer Data into the Products on the Customer, an Authorised User, or a third party’s behalf, Matrak will provide a report on request to the Customer or Authorised User detailing what was loaded into the Products. Matrak will make any corrections, additions or amendments to the data on request from the Customer or Authorised User within a reasonable timeframe. The Customer is wholly responsible for ensuring there are no omissions or inaccuracies in the Customer Data, regardless of whether they choose to request the aforementioned report or not.
All Customer Data can be provided to Customer on written request to Matrak.
5. Customer Obligations
The Customer will provide accurate, current and complete information when registering with Matrak and ordering Products and agrees to update its information if it changes. This is important, because Matrak may send notices, statements and other information to Customer by email or through the Customer's account. The Customer will keep all passwords and usernames confidential and will not share them with third parties. The Customer is responsible for all actions taken through its accounts.
To the maximum extent allowed by law, Matrak provides its Products as-is, with no warranties of any kind.
7. Intellectual Property
All intellectual property rights, unless otherwise explicitly stated in the source code, are reserved by Matrak. Nothing in this Agreement shall be deemed as any assignment of copyright or intellectual property rights to any Customer or any other parties.
Not withstanding anything else in this agreement, in no event shall either party be liable for any special, incidental, punitive, indirect, or consequential (including lost profits or revenue) whatsoever arising out of, or in any way related to, this agreement. Customer specifically understands and agrees that Matrak disclaims all warranties and liability with respect to loss, loss of use, or corruption of any Customer Data or Products.
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Victoria, Australia and submitted to the non-exclusive jurisdiction of the courts in Victoria, Australia.