This license agreement (the “Agreement”) is a legal agreement between you (“Licensee”, “you”, “your”), and Trellis Technologies Pty Ltd. (“Trellis Technologies,” “we”, “our” or “us”).
You must accept the terms of this Agreement before accessing or otherwise using the Software or any of the services that may be provided by Trellis Technologies under this Agreement (“Services”).
To access and use the Software and Services, Licensee must have access to the Internet.
If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Software.
If you are not willing to be bound by these terms and conditions, you should not click on the “ACCEPT” button, and may not access or otherwise use the Software or Services.
Any use of the Software by Licensee shall constitute your acceptance of this Agreement in its entirety.
Subject to the terms and conditions of this Agreement, including the payment of any applicable subscription fees, Trellis Technologies grants you a limited, non-exclusive, non-transferable license to electronically access and use the Software.
In addition to the Trellis software, the term “Software” includes any other programs, tools, internet based services, components and any “updates” (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Trellis Technologies provides or makes available to you.
You are entitled to download updates to the Software that Trellis Technologies generally makes available to other users of the Software. Certain Software may be accompanied by, and will be subject to, additional terms.
You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following:
(i) access or attempt to access any other Trellis Technologies systems, programs or data that are not made available for public use;
(ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the Software from the Trellis site;
(iii) permit any third party to benefit from the use or functionality of the Software or Services via a rental, lease, timesharing, service bureau, or other arrangement;
(iv) transfer any of the rights granted to you under this Agreement without prior written consent;
(v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law;
(vi) perform or attempt to perform any actions that would interfere with the proper working of the Software or Services, prevent access to or the use of the Software or Services by Trellis Technologies other licensees or customers, or impose an unreasonable or disproportionately large load on Trellis Technologies infrastructure; or
(vii) otherwise use the Software except as expressly allowed under this Section 1.
The Software is licensed not sold, and Trellis Technologies reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Trellis Technologies own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of Trellis Technologies. You retain all rights in and to the Account Data.
You must register to use the Software and Services and (i) provide true, accurate, current and complete information as prompted by the interview sign-up process (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Trellis Technologies has reasonable grounds to suspect is inaccurate, not current or incomplete, Trellis Technologies may, following notice to You to rectify the inaccuracy and if that inaccuracy is not rectified within 14 days of receiving such notice, suspend or terminate your account and refuse any and all current or future access to and use of the Software or Services (or any portion thereof).
You are solely responsible for
(i) maintaining the confidentiality and security of your username(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you to access the Software (collectively, “Licensee Access Information”), and
(ii) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Software and Services (collectively, “ Account Data”).
You are responsible for providing access and assigning passwords to other users under your account for the Software and Services, and ensuring that such authorized users comply with this Agreement. You will be responsible for all electronic communications, including account registration and other account holder information, email and other data (“Communications”) entered using the Licensee Access Information. Trellis Technologies assumes that any Communications it receives through use of the Licensee Access Information were sent or authorized by you.
You agree to immediately notify Trellis Technologies if you become aware of any loss, theft or unauthorized use of any Licensee Access Information. Trellis Technologies reserves the right to deny you access to the Software or Services (or any part thereof) if Trellis Technologies reasonably believes that any loss, theft or unauthorized use of Licensee Access Information has occurred.
You must inform Trellis Technologies of, and hereby grants to Trellis Technologies permission to use, Licensee Access Information to enable Trellis Technologies to provide the Services to you, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services Trellis Technologies may provide to you in the future.
Trellis Technologies will not use your data either individually or combined for any purpose without your express written permission.
Trellis Technologies shall have the right, in its sole discretion and with reasonable notice posted on the Trellis site and/or sent to your email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Software at any time, and (ii) the number of times (and the maximum duration for which) you may access the Software in a given period of time.
Trellis Technologies reserves the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Software and Services to which such changes relate. Your continued use of the Software or Services will constitute Licensee acceptance of and agreement to such changes. Trellis Technologies may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Trellis Technologies will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
You may be made aware of or offered services, features, products, applications, online communities, offers and promotions provided by Trellis Technologies (“Trellis Technologies Services”). If you decide to use Trellis Technologies Services, you may be subject to additional terms and conditions governing these Trellis Technologies Services.
You may be offered new Trellis Technologies Services or Software that may be in beta test and are not final. As a result, the Software and/or Trellis Technologies Service may contain errors, “bugs” and other problems which may result in the failure of such Software and/or Trellis Technologies Service. You agree that Trellis Technologies may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.
The Software may contain or reference links to websites operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Such Third Party Websites are not under the control of Trellis Technologies. Trellis Technologies is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Trellis Technologies does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software or Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Trellis Technologies of any information contained in any Third Party Website. In no event will Trellis Technologies be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies that are different from those of Trellis Technologies. Trellis Technologies is not responsible for such provisions, and expressly disclaims any liability for them.
Trellis Technologies may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (“Feedback”). You agree that Trellis Technologies may, in its sole discretion, use the Feedback you provide to Trellis Technologies in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Trellis Technologies a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide to Trellis Technologies in the Feedback.
You agree to be bound by the applicable Trellis Technologies privacy policies, as it may be amended from time to time in accordance with its terms.
THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRELLIS TECHNOLOGIES, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT.
TRELLIS TECHNOLOGIES DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OTHER PROGRAM LIMITATIONS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. TRELLIS TECHNOLOGIES ATTEMPTS TO ENSURE THAT THE ANY CLIENT DATA STORED ON TRELLIS TECHNOLOGIES’S SERVERS IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT TRELLIS TECHNOLOGIES AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.
TRELLIS TECHNOLOGIES EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE NATIONAL GREENHOUSE AND ENERGY REPORTING ACT 2007 (“NGER”).
THE ENTIRE CUMULATIVE LIABILITY OF TRELLIS TECHNOLOGIES AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICES, AS APPLICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRELLIS TECHNOLOGIES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF TRELLIS TECHNOLOGIES, ITS SUPPLIERS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL TRELLIS TECHNOLOGIES BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN ANY THIRD PARTY SERVICES, THIRD PARTY WEBSITES, OR SERVICES. IN NO EVENT DOES TRELLIS TECHNOLOGIES ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRELLIS TECHNOLOGIES AND YOU.
TRELLIS TECHNOLOGIES WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS.
(a) Consent to Electronic Communications.
Trellis Technologies may be required by law to send “Communications” to you that may pertain to the Software, the use of information you may submit to Trellis Technologies, and the services you choose.
Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that Trellis Technologies, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.yourtrellis.com, www.cthreeonline.com, www.carboncutter.com.au or www.balancecarbon.com. You consent to receive these Communications electronically. The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Online Services and Third Party Services.
(b) Consenting to Do Business Electronically.
The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software apabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a subscriber to the Software.
(c) Hardware and Software Requirements.
In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the “Accept Agreement” button, you are confirming to us that you have the means to access, and to print or download, Communications.
Trellis Technologies does not provide ISP services. You must have your own Internet service provider.
(d) Withdrawal of Consent.
If you later decide that you do not want to receive future Communications electronically, write to us at Privacy Team, Trellis Technologies Suite 4-03, 33 Pirie Street, Adelaide SA 5001, SA. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software.
(e) Changes to Your Email Address.
You agree to notify us promptly of any change in your email address. You can do so by sending an email email@example.com (please include both your old and new email address).
You may print any Electronic Communications by using the web browser’s print function.
Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under this End User License or by law with respect to the Software or Third Party Services must be commenced within one year after the cause of action accrues.
Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and Trellis Technologies and sets forth the entire liability of Trellis Technologies and its Suppliers and your exclusive remedy with respect to the Software and Services. The Suppliers, agents, employees, distributors, and dealers of Trellis Technologies are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Trellis Technologies. Any waiver of the terms herein by Trellis Technologies must be in a writing signed by an authorized officer of Trellis Technologies and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by Australian law as applied to agreements entered into and to be performed entirely within Australia. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” This Agreement does not limit any rights that Trellis Technologies may have under trade secret, copyright, patent or other laws.
Trellis Technologies shall have the right, to change or add to the terms of its Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Trellis Technologies determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any Trellis Technologies sponsored web site, including but not limited to www.yourtrellis.com, www.cthreeonline.com, www.carboncutter.com.au/c3, or www.balancecarbon.com
Any use of the Software by Licensee after Trellis Technologies publication of any such changes shall constitute your acceptance of this Agreement as modified.
Your rights under this Agreement may be terminated or suspended by Trellis Technologies immediately and without notice if you fail to comply with any material term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 13. Additionally, Trellis Technologies reserves the right (but has no obligation) to delete all Licensee Access Information and Account Data stored on Trellis Technologies servers if the subscription has been terminated or if you have not renewed a subscription for the Software. Upon termination you must immediately cease using the Software and Services.
Any termination of this Agreement shall not affect Trellis Technologie rights hereunder. Further, you agree that upon termination of the Agreement as provided in this Section 17, Trellis Technologies shall not be liable to you or any third party for any termination of your access to the Software or deletion of the Licensee Access Information and Account Data.
You agree to defend, indemnify and hold Trellis Technologies harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to legal fees) arising from your authorized users; violation of this Agreement, state or federal laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of the Agreement.
Irrespective of any suspension or termination or other ending of this Agreement, you are entitled to download and keep a copy of the Account Data on your local server for your use in perpetuity.
Trellis Technologies Pty Ltd (Trellis Technologies)