Website and Software Terms of Use

1. AGREEMENT

1.1

These Terms of Use, together with our Privacy Policy, apply to your use and access of any Ravel Technologies Pty Ltd ACN 617 316 864 (“Inspace”, “we”, “our” or “us”): 

(a)

websites (including, but not limited to: https://www.inspace-studio.com/ and https://www.inspacestack.com/) (“Sites”); and

(b)

Services provided to you by us including, but not limited to, our Platform, our web hosted applications, the Sites and any other services we provide from time to time.

1.2

By browsing or using our Sites or Services, you agree to these Terms of Use, together with our Privacy Policy and any terms, conditions, notices or disclaimers displayed elsewhere on our Sites or Services (collectively, the “Agreement”). If you do not agree with the terms of the Agreement, you must not access, browse or use our Sites or Services. 

2. SERVICE OFFERINGS

2.1

Our Services include, but are not limited to:

(a)

the “Inspace Studio Service Offering” – a Computer-Generated Imagery (CGI) content creation studio engaged by Customers to design and develop real estate marketing content. The Inspace Studio provides visualisation services for both existing buildings and new developments, with our customer portfolio including some of the largest property companies globally;

(b)

the “Inspace Stack Service Offering” – a tech stack for SaaS development that provides our Customers and their end users with access to a website-based application for property visualisation that enables virtual 3D modelling. The Inspace Stack Service Offering also provides our Customers with access to a content management system, analytics on key projects they have listed on the Stack platform and client relationship management integration;

(c)

additional “bespoke” services (including design changes under the Inspace Studio Service Offering, artist services and technical development services), which can be discussed with your relevant Inspace contact ; and

(d)

other services as listed or advertised on one of our Sites.

2.2

Both the Inspace Studio and Stack Service Offerings provide our Customers with an administrative dashboard, where Customers can manage their production process, provide feedback to the Inspace team, approve deliverable tasks, download delivered content and distribute delivered content. 

2.3

The Inspace Stack Service Offerings intends to be a visual representation of a physical asset based on publicly available information and information provided by our Customers. You acknowledge and agree that the visual representation is not, and does not hold itself out to be, a complete and faultless representation of the underlying asset or the surrounding environment. 

2.4

We will perform all agreed Services in return for payment of the charges as specified on our Sites, in our Statement of Work, or as otherwise agreed by us in writing. We are not obliged to provide any Services that have not been paid for in accordance with clause 9 below.

2.5

Our Services may also be dependent on the provision by you of Development Materials, project information and other such explanations. It is not within the scope of our obligations to enquire as to, or to verify, the accuracy or completeness of information that we receive from you or any third parties. We also reserve the right to halt work after commencement pending receipt of any aforementioned materials. 

2.6

You acknowledge and agree that if you elect to upload any information or Development Materials to a Site or provide them to us in order for us to provide the Services, you:

(a)

represent and warrant that you either own the Intellectual Property Rights in the information or have the necessary permission to upload, post, transmit or otherwise make available that information via the Sites; 

(b)

are solely responsible for that information and that we will not be liable for any loss, expenses, liabilities, costs or damages that are caused by information you provide on the Sites including, but not limited to, where we provide the Services and an error in the final product is based on the information you provided; 

(c)

have procured all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Sites or the Services to you; 

(d)

are responsible for verifying that the information or Development Materials are correct; and

(e)

acknowledge that, to the extent permitted by law, we do not warrant the reliability, legitimacy, repute, or credibility of any visual representation provided on the Sites, nor the capacity, ability or willingness of our Customers, who list a project on the Site, to deliver or transact with end users.

2.7

We will use reasonable endeavours to provide any Services in accordance with an Order lodged pursuant to clause 7. However, any times quoted for delivery, commencement or completion of any part of the Services will be estimates only and time will not be of the essence. To this extent, all information that we provide is supplied in good faith, but we do not warrant or guarantee the accuracy or completeness of any information provided by us or any third party.

2.8

We reserve the right to update and modify the Services from time to time, in our sole discretion.

3. PURCHASE OF SERVICES

3.1

To purchase any of the Services listed or advertised on a Site, you must either: 

(a)

approve and adhere to the requirements provided for in one of our tailored Statements of Work including, without limitation, by providing us formal acceptance and sign off on Qwilr and delivery of required information (as outlined in the relevant Statement of Work); or

(b)

enter into a tailored Enterprise Agreement or an equivalent arrangement as agreed by us in writing; or

(c)

become a personal member of that Site or Service (this includes employees of Corporate Members). To become a personal member you must open a membership account with us (“Account”) by providing your name, address, telephone number, a valid email address and nominate a password (“Password”). Registration for an Account is free but in order to acquire specific Services for personal use, you must lodge an Order in accordance with clause 7 below; or

(d)

become a corporate member of that Site or Service. To become a corporate member you must also open an Account by providing us your company name, ACN/ABN, registered address, contract details and Password. Registration for an Account incurs the fee stated on our Sites at the time of creation. Corporate members will be entitled to invite an authorised number of employees and officers to create a personal membership that are tied to the corporate membership and the relevant level of access that the employees will have to your projects.

3.2

If you register either a personal or corporate Account, you will be solely responsible for providing all necessary information. If you do not provide accurate and complete details, we may not be able to activate your membership or provide the Services to you. You agree to always keep your Account and membership details current by updating these details via your Account on a Site or by contacting us at support@inspacexr.com.

3.3

You warrant and represent that your access to, or use of, a Site is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

3.4

You agree that you have sole responsibility for any activity that occurs on or using your Account. You agree to notify us immediately if you become aware of any security breach or any unauthorised use of your Password or Account. If you are registered as a corporate member and intend to provide access to an employee that creates a personal account, you will be also responsible for their use of the Site, the Platform and Services (as applicable), and their compliance with these Terms of Use.

3.5

We may, in our absolute discretion, terminate your Account, disable your Account or restrict your access to a Site (temporarily or permanently) where you or any entity that has referred you to a Site have breached the Agreement or for any reasonable reason and at any time. Under these circumstances, you may be prevented from accessing all or parts of a Site, your Account details or any other content associated with your Account. We will not be liable to you or any third party if this occurs. We may impose limits or restrictions on the use you may make of a Site. Further, we may, for any reason, at any time and without notice to you, withdraw a Site, or change or remove Site functionality.

3.6

Subject to these Terms of Use or our expressed consent, you may access and use our Sites and any Services for your own internal and non-commercial purposes only.

4. USE OF A SITE

4.1

Our Sites and Platform may contain links to third party websites. Any links to such websites provided on a Site are for convenience only. We do not represent that we have any relationship with any linked websites nor recommend or endorse any goods, services or third party content appearing on, or via, other websites linked to that Site or the Platform. We are not responsible for any loss or damage that may arise from your access to, and/or use of, third party websites and services. Additionally, we are not responsible for the content or privacy practices associated with linked websites. You should make your own enquiries before using and/or accessing third party websites. 

4.2

You may not: 

(a)

use a Site or the Platform other than for its intended purpose. You agree that you will not engage in any activity that interferes with or disrupts a Site or the servers and networks that host that Site. You agree not to, circumvent, disable or otherwise interfere with security-related features of a Site or attempt to do so or otherwise interfere with, or restrict, any person or visitor from accessing or using a Site; 

(b)

use a Site, the Platform or any Materials in any way that competes with our business;

(c)

modify a Site or the Platform, or merge any aspect of that Site or Platform with another programme other than as expressly provided under these Terms of Use or agreed by us in writing;

(d)

record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute a Site, Service, Platform or any Material therein or the source code of a Site, Platform or Service;

(e)

licence, sell, rent, lease, transfer, assign or otherwise commercially exploit a Site, Platform, Services or Material, unless otherwise provided by these Terms of Use or agreed by us in writing;

(f)

engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;

(g)

access, store, distribute or transmit:

(i)

viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Services, Platform or a Site;

(ii)

material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;

(iii)

material that facilitates illegal activity; or

(iiii)

material that abuses or causes damage or injury to any person or property;

(h)

provide Site or Platform login details or passwords, or otherwise provide access to a Site or the Platform, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, that Site or Platform; or

(i)

share any features of a Site or the Platform that are not publicly available with any unauthorised third party.

4.3

Unless otherwise expressly stipulated in this Agreement, you must not copy, adapt, distribute, display, reproduce or transmit any content displayed or published on a Site of via the Platform.  

4.4

You must take your own precautions to ensure that the telecommunications equipment and computer systems used by you to access and use a Site or the Platform does not expose your telecommunications equipment and computer systems to any viruses, malicious computer code or other forms of interference which may damage your computer system. We accept no responsibility for any loss or damage to you or anyone else which may arise out of, or in connection with, your access to, and use of, a Site.

4.5

We reserve the right to monitor your access and use of the Services without notification to you. We may record or log your use in a manner as set out in our Privacy Policy.

5. LEGAL CAPACITY

5.1

You must be eighteen (18) years of age or over to register as a member of a Site, to use the Platform or to Order and/or purchase Services on, or via, a Site. If you are under the age of 18 years, we are entitled, at our absolute discretion, to cancel or terminate any Order and/or purchase of Services made on, or via, a Site. 

5.2

Any Order and/or purchase made by you using our Sites and your continued use of a Site or our Platform is an acknowledgement by you that:

(a)

you are over the age of eighteen (18) years; and

(b)

you accept the Agreement and agree that you have entered into a binding legal contract with us in relation to the Agreement.

6. PRICING

6.1

All prices listed on our Sites are in Australian Dollars, excluding GST (unless otherwise specified).

6.2

All prices displayed on our Sites are subject to change without notice and may alter to those provided under an Enterprise Agreement. Prices for items in an Order are fixed once your Order has been confirmed. Subsequent price changes either up or down will not be retroactively applied to confirmed Orders.

6.3

All our prices are exclusive of any third-party expenses. If you require a Service that incurs an additional third-party expense you agree to either:

(a)

pay the third-party expense directly; or

(b)

reimburse us for the third-party expense.

6.4

We will provide you with written notice and seek your consent before incurring any third-party expenses.

6.5

Promotional discount codes may be given at our sole discretion on terms and conditions notified at the time of the relevant promotional offer or discount. If a discount code is entered at the checkout, it has the effect of applying a discount solely across the cost of the relevant Services in that Order. Any additional costs will be unaffected by the discount code and payable at the ordinary rate. 

6.6

To the maximum extent permitted by law, we reserve the right to refuse a sale to any Customer.

7. ORDERS

7.1

You may place an Order by:

(a)

completing the Order form on our Site and clicking the "confirm" button;

(b)

entering into a tailored Enterprise Agreement or an equivalent arrangement as agreed between you and us in writing; or

(c)

formally accepting a tailored Statement of Work by providing sign off via Qwilr.

7.2

Although we operate multiple Sites, you will be given the option of purchasing all relevant Services either in isolation or as part of a package. At the point of order, we will outline all applicable costs associated with such Orders. 

7.3

Unless we agree in writing otherwise, an Order is not accepted and legally binding on us until we confirm by email (to your nominated email address as listed in your Account) that:

(a)

as applicable, a deposit payment or subscription fee has been received for the Order;

(b)

the Services are available; and

(c)

the Order has been processed.

7.4

As provided in clause 2.5, our Services may be dependent on you providing Development Materials, associated information and explanations as requested by us. It is not within the scope of our obligations to enquire as to, or to verify, the accuracy or completeness of information that we receive from you or any third parties. We reserve the right to halt work after commencement pending receipt of any aforementioned materials.

7.5

To the maximum extent permitted by law, Orders may not be cancelled by you once they have been accepted by us, unless as otherwise outlined in clause 10.

7.6

We operate an online business, and we will communicate with Customers or visitors to our Sites who make an enquiry primarily via email. It is the Customer’s responsibility to therefore ensure that the correct contact details are provided and that the nominated email address is regularly checked for correspondence relating to an Order. 

7.7

Each Order (once confirmed by us in writing) represents a separate agreement between the parties (and each separate Order placed by you on, or via, a Site will be subject to this Agreement). 

7.8

We reserve the right, at our absolute discretion, to:

(a)

refuse to sell or to cancel Orders from Customers that have not provided appropriate Development Materials within a reasonable time; or

(b)

cancel your Order at any time prior to the provision of the Services, to you.

7.9

If an Order has been cancelled, refused or cannot be met due to unavailability of Services, funds paid in relation to that Order will be refunded in full as soon as is reasonably practicable. You will be provided with email acknowledgement of the cancellation and refund.

7.10

We accept no responsibility for Orders that are declined, misplaced, not received or not accepted due to disruptions caused to our internet connections or our computer systems.

7.11

We do not guarantee the availability of any Services displayed or ordered on, or via, our Sites.

8. SUBSCRIPTION FEE

This clause 8 and the following clause 9 will apply to Customers who seek to acquire our Services via one of our Sites, through the creation of a corporate account. To the extent of any inconsistency between this Terms of Use and a separately agreed and executed Enterprise Agreement, the terms of the Enterprise Agreement are to prevail. 

8.1

In consideration for us granting you access to certain Services, you may be requested to pay us either:

(a)

the Monthly Subscription Fee on a monthly basis made in advance of each relevant period; or 

(b)

the Annual Subscription Fee on an annual basis made in advance of each relevant period.

8.2

Both the Monthly Subscription and Annual Subscription start on the date that you sign up for a corporate Account via one of our Sites and submit payment by providing your payment method details. When you sign up, your first Subscription Cycle will be billed immediately, and payment is made in advance of each relevant period. 

8.3

By initiating a: 

(a)

Monthly Subscription, you authorise us to charge you the Monthly Subscription Fee at the current rate as advertised on our Sites, which may change from time to time; or

(b)

Annual Subscription, you authorise us to charge you the Annual Subscription Fee at the current rate as advertised on our Sites, which may change from time to time.

8.4

Unless we otherwise communicate a different time period to you at the time you create an Account or otherwise, each billing cycle for: 

(a)

a Monthly Subscription is one month in length; and

(b)

an Annual Subscription is one year in length. 

8.5

A Monthly Subscription automatically renews each month, and we will automatically bill the Monthly Subscription Fee to your nominated payment method, unless your subscription is cancelled or terminated in accordance with 11.  

8.6

An Annual Subscription automatically renews each year, and we will automatically bill the Annual Subscription Fee to your nominated payment method, unless your subscription is cancelled or terminated in accordance with 11.  

8.7

In the event your paid subscription began on a day not contained in a given month/year, we may bill your payment method on a day in the applicable month/year or such other day as we deem appropriate.

8.8

From time to time, we may adjust the pricing of the Services. For subscription Services, we will provide at least 15 days’ notice of a price increase before it becomes effective (other than any increases due to legal or tax requirements such as the application of GST) by posting a notification on our Sites, sending an email or such other means as we reasonably determine. Changes to the Subscription Fee will not occur retrospectively. If you do not cancel your subscription, you will be deemed to have accepted these new fees.

9. PAYMENT

9.1

You can pay for your Order using any of the methods specified on a Site. A surcharge may apply to payments made by credit card depending on the credit card used.  

9.2

A number of our Services are offered on a “subscription” basis. An overview of the payment obligations for Services that require a subscription is provided in clause 8 above. Subject to the terms of an agreed Enterprise Agreement, all non-subscription Orders require a 50% deposit before the commencement of work, and receipt of the required materials requested. The remaining 50% of fees are due on completion of the work as agreed in the statement of work and will be separately invoiced. 

9.3

You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.

9.4

If your nominated payment method triggers our internal suspect transaction protocols, we may contact you to confirm additional details, or rescind the transaction. In this case, until your Order has passed our fraud prevention protocols your Order will not be fulfilled. If you do not provide the requested information within 7 days, your Order will be cancelled, and your payment will be refunded back to you via the method in which you paid. These information requests are sent to help protect credit card holders from online fraud though we provide no guarantee that we will identify any or all instances of online fraud that may occur in relation to any Order made on or via a Site.

9.5

Payment processing services for Services are generally provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe. 

9.6

Unless otherwise agreed with you, you acknowledge and agree that payment may also be directly debited from your nominated payment method or bank account immediately for an upfront purchase, on a monthly basis for Monthly Subscription Fees and on an annual basis for Annual Subscription Fees in advance of each relevant period. Where the direct debit due date falls on a non-working day or a national public holiday, we’ll deduct the payment amount on the next business day. If the payment is dishonoured because there are insufficient funds in your nominated account we:

(a)

will notify you and try to deduct the payment on another day; 

(b)

may make other attempts to take the payment; and 

(c)

may cancel your direct debit agreement if a payment is dishonoured. 

9.7

If you have an amount outstanding on your account on the date the payment is due, we’ll deduct that amount on or after that date, which may be before the first due date of your direct debit, unless otherwise agreed with you. We’ll stop your Direct Debit in respect of your relevant product after your final bill has been paid if you stop being a Customer.

9.8

If transfer of the upfront fee, Monthly Subscription Fee or Annual Subscription Fee is not successful due to expiration, insufficient funds or otherwise, you nonetheless remain responsible for promptly paying the unpaid fees and authorise us to continue billing you via your nominated payment method, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Sites and Services.  

10. REFUNDS AND RETURNS

10.1

Without limiting our obligations or your rights under law (including the Australian Consumer Law), our fees are non-refundable, unless we specifically communicate otherwise. However, we may (in our absolute discretion) elect to return all or part of an initial fee  paid by you in the following circumstances: 

(a)

if you are cancelling your subscription or your access to Services and request a refund within 5 business days of the date that you acquired our Services (being the date that you confirmed your Order, even if payment is subsequently delayed); or 

(b)

if your subscription is cancelled prior to the end of a Subscription Cycle for which you have incurred a charge in error, due to disability or death. 

10.2

To the maximum extent permitted by law, we will not provide you with a refund for the Services provided to you on, or via, our Sites or Platform where:

(a)

the Services are not responsible for any damage caused through your misuse, accident or abnormal use of the Sites, the Platform or Services; or

(b)

the Australian Consumer Law or warranty does not apply.

11. TERMINATION

11.1

We may terminate an agreement for Service immediately on notice if:

(a)

you are in breach of these Terms of Use to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach; or

(b)

you are bankrupt, in a voluntary arrangement, in liquidation or receivership or has ceased business or threatened to cease business or is otherwise insolvent.

11.2

You may cancel your Subscription or access to the Services at any time via the account settings on a Site or by providing written notice to us at support@inspacexr.com at least 15 business days before the end of your current Subscription Cycle or before the date at which you intend to terminate the arrangement.

11.3

If you elect to terminate a subscription or our Services, you will continue to have access to your Account and the Services until the end of your current Subscription Cycle, unless we determine (in our sole discretion) to refund this fee or you have a separate payment arrangement, in which case your access will be terminated immediately and all outstanding amounts due will become payable.

11.4

On termination of our arrangement for whatever reason, we will be entitled to payment for all charges properly incurred up to the date of termination and during any notice period. No refunds will be provided for payments already made.

12. INTELLECTUAL PROPERTY

12.1

You acknowledge that all Intellectual Property Rights in the Services, Platform and Sites are the property of us (or our licensors) (“Provider IP”) and your use of, and access to, the Services and Platform does not give you any rights, title or interest in or to the Services or Platform. Unless expressly authorised either under these Terms or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Services, Platform or a Site or any part of the Services, Platform or a Site.

12.2

All Intellectual Property Rights discovered, developed, or otherwise coming into existence as a result of, for the purposes of, or in connection with, a Site or the provision of any Services or the Platform will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the “Developed IP”). You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Site, the Platform, the Provider IP and/or the Developed IP.

12.3

You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the Material on another website or create derivative works from any part of a Site, the Platform or the Material or commercialise any information obtained from any part of a Site, the Platform or Material without our prior written consent. 

12.4

You retain ownership rights to any content, data or materials that you provide to us, whether by uploading to a Site or otherwise (“Customer IP”). For the avoidance of doubt, this includes any architectural designs that you have provided to us to provide the Services. 

12.5

By uploading, posting, transmitting or otherwise making available any Customer IP to us to provide the Services or otherwise via a Site, you: 

(a)

grant to us a non-exclusive, worldwide, royalty-free, revocable and sub-licensable licence to use and otherwise exploit the Customer IP in any form to provide the Services only and unconditionally waive any moral rights that you might have in respect of Customer IP; and

(b)

represent and warrant that you either own the Intellectual Property Rights in the Customer IP or have the necessary permission to upload, post, transmit or otherwise make available the Customer IP via a Site (and therefore publicly).

12.6

We reserve the right to terminate any licence granted to you under the Agreement and/or remove any of Customer IP from a Site, at any time, for any reason and without notice to you.

12.7

You agree that you will not modify or copy the layout or appearance of a Site, the Platform, nor any computer software or code contained in a Site, and that you will not decompile, disassemble, reverse engineer or otherwise attempt to discover, interfere with or access any source code related to a Site.

13. LINKING TO A SITE

13.1

Unless otherwise agreed by us or provided under these Terms of Use you must not establish a link to a Site: 

(a)

in such a way as to suggest any form of association, approval or endorsement on our part where none exists; or

(b)

from any website that is not owned by you.

13.2

A Site must not be framed on any other website, and you must not create a link to any part of our Sites other than the home page without our expressed permission. We reserve the right to withdraw linking permission at any time without written notice.

14. INDEMNITY

14.1

You agree to indemnify us and our officers, directors, employers or contractors (collectively, the “Indemnified”) and to keep indemnified and hold harmless the Indemnified from and against any and all actions, claims, demands, losses, damages, taxes, liabilities, costs and/or expenses that may be incurred by, or sustained by, the Indemnified arising out of, or in connection with, your access to, and use of, the Materials, a Site, the Platform, any breach by you of this Agreement or your or anyone else’s use of the Services.

15. LIABILITY

15.1

To the maximum extent permitted by law, we exclude all:

(a)

conditions, guarantees or warranties expressed or implied by law; and 

(b)

any liability to you or to any third person however arising (and whether arising under statute, negligence or otherwise) for any personal injury or death to you or any third person, or for any special, direct, indirect or consequential loss or damage (including, but not limited to, loss of income or revenue, loss or interruption of business, loss of profits, revenue or contracts, loss of anticipated savings, loss of data, loss of use, loss of privacy or loss of goodwill),

arising out of, or in connection with, access and/or use of the Material, a Site, or Services Ordered on, or via, a Site and this Agreement.  

15.2

Without limiting the generality of the foregoing, you agree that in no event shall our maximum aggregate liability exceed the total amount paid to us by you (excluding GST and expenses) to access and use the Services in the six (6) months immediately prior to the event. You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

15.3

To the maximum extent permitted by law, all typographical, clerical or other errors or omissions in sales literature, quotations, price lists, acceptances or offers, invoices or other documents or information issued by us will be subject to correction without any liability on our part.

15.4

We may also, at any time and without notice to you, discontinue a Site, in whole or in part. We may also exclude any person from using a Site, at any time and at our sole discretion. We are not responsible for any liability you may suffer arising from or in connection with any such discontinuance or exclusion.

16. PRIVACY

16.1

We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

16.2

If you provide us with Registration Data, you consent to the following, as further outlined in our Privacy Policy:

(a)

the receipt of emails from us regarding details of registration and information relating to their access and use of a Site, Platform, Services and your account; and

(b)

we may utilise your Registration Data for our own personal analytics and provide them to a Customer that has specifically referred you to a Site or project, for the purposes of providing them with the Services. In any instance where we provide your Registration Data or personal information to a Customer we will first seek your express consent.

17. GENERAL

17.1

We reserve the right to make changes to this Agreement without notice to you. Any amendments to this Agreement will have immediate effect from the time that they are published on a Site.

17.2

Although we do our best to provide the most up-to-date information on a Site as this becomes available, we cannot warrant the accuracy or completeness of the information provided. 

17.3

Any provision of this Agreement which is void or unenforceable may be severed from this Agreement without affecting the enforceability of other provisions.

17.4

A failure or delay by us to exercise a power or right under this Agreement does not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future ability to exercise that or any other power or right.

17.5

This Agreement is governed by, and must be construed according to, the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction there.

18. INTERPRETATION

18.1

In this Agreement:“Agreement” has the meaning in clause 1.2;
Annual Subscription” means that the Customer will pay an Annual Subscription Fee and we will provide the Services on an annual basis until the Account is cancelled or terminated; 
“Annual Subscription Fees” means the annual fees as advertised on the Platform that we charge on an annual basis for access and use of the Services via the Platform; 
Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act2010 (Cth);
Business Day” means 9:00am – 5:00pm Monday to Friday, excluding Saturdays, Sundays and public holidays in Victoria, Australia; 
Consumer Guarantee” has the meaning given in Division 1 of Part 3-2 of the Australian Consumer Law;
Customer” means the person or legal entity either listed on the purchase invoice or sales document or from whom we paid for the Services directly and includes anyone acting on their behalf or with their express or implied authority; 
Customer IP” has the meaning given in clause 12.4;
Developed IP” has the meaning given in clause 12.2;
Development Materials” means architectural reference materials required to produce CGI work such as photographs, architectural drawings, construction schedules, marketing renders (artist impressions), 3D or BIM models;
Delivery Cost” means the costs associated with delivery of Services as specified in an Order, including, without limitation, transport, freight or shipping charges, insurance costs, import and export taxes and duties;
Enterprise Agreement” means a specifically tailored written agreement between us and an enterprise Customer for access to our Services;
Intellectual Property” means all present and future intellectual or industrial property rights (whether or not registered) throughout the world, including, without limitation, in respect of patents, copyright, moral rights, trade names, trade marks, logos, systems, circuit layout, designs, software, plant breeder’s rights, domain names, trade secrets and confidential information; 
Inspace Stack Service Offering” has the meaning given to in clause 3.1(a);
Inspace Studio Service Offering” has the meaning given to in clause 3.1(b);
Material” means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on a Site, or otherwise displayed, uploaded or published on, or via, a Site;
Monthly Subscription” means that the Customer will pay a Monthly Subscription Fee and we will provide the Services on a monthly basis until the Account is cancelled or terminated; 
Monthly Subscription Fees” means the monthly fees as advertised on the Platform that we charge on a monthly basis for use of the Services via the Platform; 
Order” means an order for Services placed by a Customer on, or via, a Site; 
Platform” means the platform and associated software provided as part of the Inspace Stack Service Offering, or any other software nominated by us from time to time, and any associated services, networks or processes;
Privacy Policy” means our privacy policy available at http://www.inspace-studio.com/privacy-policy;
Provider IP” has the meaning given in clause 12.1;
Registration Data” means information provided by you to us for the purposes of accessing a Site including, but not limited to, your name, date of birth, gender and contact details; 
Services” means the:

(a)

Inspace Studio Service Offering;

(b)

Inspace Stack Service Offering; and

(c)

any services listed or advertised on a Site for sale or otherwise; 

Statement of Work” means tailored scope of work provided to you at, or prior to engagement, outlining the proposed Services; 
Site” has the meaning in clause 1.1; 
Subscription Cycle” means each billing cycle which is either one month in length for a Monthly Subscription or one year in length for an Annual Subscription unless we communicate a different time period to you in writing at the time of sign up; and
you" or "your" means the person or entity accessing, using or relying upon a Site and includes, when applicable, the Customer. 

18.2

Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in this Agreement unless otherwise specified.