Archistar Website and Platform Agreement

IMPORTANT – READ CAREFULLY: This agreement (“Agreement”) is a legally binding agreement between you and Archistar Pty Ltd (ACN 143 137 115), covering your use of our website and our platform as set out below (“Services”).  We will refer to ourselves in this Agreement as “we” or “us”.  We are an Australian corporation with our headquarters in Sydney.

This contract does not apply to the extent that you have a current signed written agreement covering use of the Platform.

You must read this Agreement carefully before accessing or using the Services.

Your use of the Services is conditional on your acceptance of the terms set forth in this Agreement. By using or continuing to use the Services, you agree to be bound by this Agreement.  If you do not agree to these terms, then do not use the Services.

1 OVERVIEW

  1. We will provide the Services to you in accordance with this Agreement.
  2. This Agreement includes these standard terms and the details that are set out on our website at the website links specified below.
  3. This Agreement covers your use of the following, which are “Services” provided under this Agreement, as applicable:
    1. Use of our website, located at archistar.ai (“Website”); and
    2. Use of our site research and 3D generative design platform, located at archistar.ai (“Platform”).
  4. The “Services” includes the content which we make available via the Website or the Platform.
  5. This Agreement does not apply to the e-Check platform, which has a separate agreement and different pricing. See archistar.ai/echeck

2 ACCOUNTS

2.1 Summary

  1. You can create an Account via the Website.
  2. There is no fee to create an Account.
  3. You are not required to create an Account. However, certain Services are not available to you unless you create an Account.
  4. Each user must have their own Account.
  5. Accounts must not be shared by or between users.
  6. We reserve the right to refuse to register any Account.
  7. When you create an Account, you consent to receiving email newsletters from us relating to Archistar and the Services.
  8. The Services are intended for use by adults (over the age of 18 years).

2.2 User Accounts

  1. When an Account is created, you must:
    1. provide accurate, current and complete information for the indicated mandatory fields (including a valid email address); and
    2. maintain and update information to keep your Account details accurate, current and complete.
  2. When you create an Account, you warrant to us that you are over 18 years of age.
  3. If you supply us with any inaccurate, false or incomplete information (or fail to keep such information current), we have the right to terminate your Account and access to the Platform.
  4. You must not create Accounts through unauthorised means, including but not limited to, by using an automated device, script, bot, spider, crawler, or scraper.
  5. You may close your Account by using the self-serve account management features on our Website.

2.3 Usernames and Passwords

  1. To create an Account with us, you must select a unique username and password. The password must meet the requirements for password complexity as set out on our Website.
  2. You are fully responsible for maintaining the confidentiality of your username and password, and for all activities that are conducted through or under your
  3. You must not under any circumstances share your password with any other person.
  4. You must not share, transfer, sell, rent, lend or otherwise dispose of a username or password for the Platform (or attempt to do any of the foregoing). If you do so, your Account may be terminated or suspended, and we do not have to give a refund to you in these circumstances.
  5. If we detect any misuse or suspected misuse of your login details (including the concurrent use of your login details or the use of your login details on more than the maximum allowable concurrent sessions), your Account may be terminated or suspended, and we do not have to give a refund to you in these circumstances.
  6. You must inform us immediately if you suspect or become aware of a breach of security relating to your Account and you must promptly change the

2.4 Corporate Accounts

  1. A business may have a corporate account which enables employees from the business to each have their own account.
  2. Each user must have their own account. Accounts may not be shared.
  3. The business may only provide corporate account access to employees of the business. The business may not provide account access to third parties.
  4. For a corporate account, you must appoint an administrator who is responsible for approving new accounts to employees of the business and for advising Archistar of deactivating specific accounts.
  5. Where the business is the party to this Agreement, then the business is responsible for all acts, conduct and omissions of its employees in respect of this Agreement and the Services, as if they were acts, conduct and omissions of the business.

3 THE SERVICES

3.1 General

  1. To use the Services, you need a computer or supported mobile device with an up-to-date operating system and web browser, and a fast internet connection.
  2. You are responsible for all third-party costs associated with accessing the Services, including for example the fees charge by internet service providers or telecommunications carriers.
  3. We will provide the Services in a professional manner with due care and skill and in accordance with good industry practice.
  4. In providing the Services, we will comply with all relevant Laws.

3.2 Security

  1. We implement industry standard security technologies and take reasonable measures consistent with commercially available security practices to secure the Services from unauthorized access and to protect the integrity and confidentiality of the content on the Services.
  2. However, any transmission of data over the internet is inherently risky. You acknowledge and agree that we are not responsible for the computer or mobile device and associated software that is used by you to access the Services, and for transmission of data over the internet.
  3. You are responsible for taking precautions to ensure that your computer or mobile device and associated software, and any network that you use, is up-to-date and secure.
  4. We make no representation and give no warranty regarding your access to the Services. Due to the nature of the internet and software programs, during your use of the Services, you may experience errors, outages, poor network performance and other issues that detract from use of the Services. While we take steps to maintain the Services, we do not warrant that the Services will be constantly available or warrant that you will have uninterrupted and error-free access to the Services.
  5. Due to regulatory or technical restrictions, you may not be able to access the Services from every location in the world. You should verify access prior to accepting this Agreement. We are not responsible for your inability to access the Services from a particular location.

3.3 Responsible Use of the Services

  1. You must use the Services in a responsible and reasonable manner. You must not use the Services in a way that is against the Law or that harms us, the Services or other users of the Services.
  2. You must not use the Services for any illegal, improper or unauthorised purpose. You agree to comply with all Laws applicable to your use of the Services.
  3. You must not attempt to restrict another user from using or enjoying the Services.
  4. You must not encourage or facilitate another person to violation this Agreement or to use the Services in an illegal or improper manner.
  5. Without limiting the foregoing, you must not:
    1. Attempt to gain access to, alter or disrupt any account, software, hardware (including, without limitation, the Services) or network relating to the Services without authorisation;
    2. Use automatic scripts or programs (including web crawlers) to access or attempt to gain access to the Services;
    3. Attempt to access the Services other than through our designated websites or as otherwise permitted by us;
    4. Remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Services;
    5. Reverse engineer, decompile or disassemble the Services, or otherwise attempt to derive the source code or trade secrets of the Services except as, and then only to the extent, expressly permitted by applicable Law;
    6. Create any duplicative or derivative works or adaptations of the Services;
    7. Rent, lease, lend-for-profit or provide commercial hosting of the Services, or otherwise provide or make available the Services to any other person for their use;
    8. Resell the Services to any person;
    9. Create a white label system using the Services;
    10. Use the Services to create or update a database of images, plans, maps or other content for sale, distribution, license or other commercial purposes;
    11. Use the Services to support, or for display on, any system which is accessible to the public or to any person who does not hold an active Account with us;
    12. Use the Services in connection with direct marketing;
    13. Change, modify adapt or alter the Services or change, modify or alter another website to falsely imply that it is associated with us or the Services;
    14. Use automated technology to scrape or collect any data or images that are contained in or are part of the Services;
    15. Data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest any part of the Services for any purpose, including setting up or adding to another database;
    16. Frame any website provided via the Services; or
    17. Use the Services other than as expressly permitted by this Agreement, or in any manner that we reasonably determine to be unreasonable, inappropriate or excessive.

3.4 Updates

  1. We may change, modify or remove some or all of the features of the
  2. We may make available enhancements or updates to the Services but are under no obligation to do so.
  3. Where we choose to make available to you any enhancements or updates to the Services, this Agreement also applies to such enhancements or updates unless they are accompanied by separate terms agreed to by you.
  4. We will provide you at least 2 months’ prior notice if we intend to discontinue material functionality of the Services. This notice will not be required if the 2 months’ notice period (i) would pose a security or intellectual property issue to us or the Services, or (ii) would cause us to violate any Law. If this change detrimentally impacts you, you may cancel the Service effective at the end of the 2 months’ notice period and you will receive a pro rata refund of any prepaid unused Subscription Fees.

3.5 Maintenance

  1. We periodically conduct maintenance in respect of the Services. During a maintenance period, some or all of the Services may be unavailable, or some features may not work as expected. We will endeavour to give you reasonable notice of any scheduled maintenance by posting a relevant notice on our website.
  2. We have the right to interrupt the Services from time to time, as and when we deem appropriate, to perform maintenance relating to the Services.

3.6 Links and Advertising

  1. The Services may contain hyperlinks and other pointers to websites operated by others. These linked websites are not under our control, and we are not responsible for the contents on them. We provide these hyperlinks to you as a convenience only, and the inclusion of any link does not imply any endorsement of the linked website by us. You visit such websites at your own risk.
  2. The Services may contain third party advertisements (including banner ads and full-page advertisements) which contain embedded hyperlinks, or which include referral buttons to websites operated by others. All such advertising (including referral buttons and embedded hyperlinks) is paid for by the relevant third-party advertisers. These are not recommendations or endorsements by us.
  3. In some instances, the advertisement may contain representations or offers by the advertiser which you can accept by linking to the advertiser’s website and executing the relevant transaction. Such offers are not made by us, and the advertiser is solely responsible to you for the delivery of any goods or services you so acquire.
  4. In some instances, we receive a commission or fee if you visit a website or acquire a third-party product or service that is advertised on our Website or on our Platform.
  5. We may:
    1. provide commissions or benefits to referral partners in exchange for them referring potential clients to us; and
    2. receive commissions or benefits for the referral of potential clients to referral partners.

3.7 Your Uploads

  1. Our Services may allow you to upload content as allowed by us, such as (for example) floor plans. Where you upload content to our Platform, then this clause 3.7 applies.
  2. You must not upload any content that is unlawful, obscene, defamatory, malicious or harmful, or in violation of any Laws. You must not upload Personal Information.
  3. You may only upload content where you own the Intellectual Property Rights in the content or have a license from the Intellectual Property Rights owner to do so.
  4. You must not infringe any person’s Intellectual Property Rights when uploading content or using the Services.
  5. You must not upload excessive volumes of content and you must remove your content from the Platform when no longer needed.
  6. We have the right to delete any content that you have uploaded to the Platform for any reason.
  7. When you upload content pursuant to this clause, you do not transfer ownership of the content to us.

3.8 No Advice

  1. Any reports provided by us to you when using the Services are general and for informational purposes only.
  2. The Services may use algorithm-based modelling to produce computer generated outputs. Such outputs may be generated: (i) by a computer driven mathematical model in reliance on available data (including data provided by third parties and by you); (ii) without the physical inspection of the subject site; (iii) without considering any market conditions; and (iv) without identifying observable features or risks which may, together or separately, affect the site.
  3. The output of the Services is not reviewed by a human before being provided to you or to other users. Any outputs generated must not be relied upon as professional advice. The Services do not provide a professional opinion. We do not verify the accuracy or completeness of any data provided by any third-party or by you to us.
  4. We do not provide financial, investment or other advice.

3.9 Third-Party Agreements

  1. Our ability to provide the Services is subject to agreements that we have with third-party suppliers (Third Party Agreements).
  2. You must comply with all requirements and restrictions that third-party suppliers may place on the you directly or indirectly through us that we make known to you.
  3. A relevant Third Party Agreement may expire or terminate during the Term. A third-party supplier may cease to provide or make available their relevant services, products or data. A third-party supplier may direct us to alter the way in which the Services can be provided. In such circumstances, we:
    1. will not be required, nor have any obligation, to provide the affected portion of the Services to you;
    2. will have no liability to you for any failure to provide the affected portion of the Services to you; and
    3. we will refund any pre-paid Subscription Fees, paid by you, on a pro-rata basis based on the importance of the affected third-party feature and the length of time remaining for your Subscription.

4 PLATFORM SUBSCRIPTIONS

4.1 Subscriptions

  1. We have different subscription types for the Platform. The features for each Subscription are set out on our Website at https://www.archistar.ai/pricing/. You subscribe for the Subscription that is selected when subscribing via our website.
  2. Subscriptions are for the specified period.
  3. The subscription period commences on the date set that you subscribe (“Effective Date”).
  4. A Subscription may be free or for a price.
  5. A different subscription fee and associated billing period (“Subscription Fee”) applies to each type of Subscription. Details about our pricing, subscription periods and subscription types are available on our Website at https://www.archistar.ai/pricing/.
  6. You must have an Account to purchase a Subscription.
  7. You are not required to purchase a Subscription, but you do not receive the benefits of a paid Subscription if you do not purchase a Subscription.
  8. You only receive the benefits of a paid Subscription if you pay us the Subscription Fee.
  9. Unless otherwise stated, the Subscription Fee is either an annual prepaid fee or a monthly prepaid fee and the Subscription Fee is payable in advance by credit card or debit card.
  10. Subscription Fees are non-refundable. Unless otherwise stated in this Agreement, if you cancel your Subscription during the term of the Subscription, no part of the Subscription Fee is refundable but you may continue to use the Subscription for the remainder of the subscription period.
  11. We may use a payment gateway or payment service provider when you pay us the Subscription Fee. We are not responsible for the operation or security of these third-party payment products. Please read the terms for any payment gateway prior to completing any transactions with us.
  12. If your payment is rejected or refunded, we have the right to on-charge you any fees charged to us by our payment gateway or payment service provider, such as charge-back fees, and we may cancel your Account.
  13. We have the right to reject any application for a Subscription.

4.2 Subscription Benefits

  1. You will receive the Subscription benefits for the Platform, as specified on our Website, while you maintain a Subscription.

4.3 Renewal and Cancellation

  1. Your subscription to the Platform will automatically renew at the end of the applicable Subscription period for one-year or one-month periods (depending on the period of the Subscription that you select), unless you cancel your Subscription before the end of the then-current Subscription period using the self-serve account management features on our Website.
  2. The cancellation will take effect the day after the last day of the current Subscription period. You will not receive a refund or credit for any partial Subscription periods if you cancel early unless we are at fault.
  3. We may inform you before the end of your Subscription period that we are not renewing your Subscription, in which case your Subscription will not automatically renew and will terminate at the end of your current Subscription period.

4.4 Upgrades

  1. During a Subscription period, you may upgrade to a higher subscription type.
  2. You may upgrade online on our Website.
  3. You will receive a credit for the new subscription type calculated on a pro rata basis for the time remaining in your current Subscription period.
  4. Your renewal date will remain the same as your current renewal date.

4.5 Downgrades

  1. During a Subscription period, you may downgrade to a lower subscription type.
  2. You may downgrade online on our Website.
  3. You will receive a credit for the new subscription type calculated on a pro rata basis for the time remaining in your current Subscription period.
  4. No Subscription Fees will be refunded. You may receive a longer Subscription period for the new subscription type taking into account the credit.

4.6 Changes to Subscription Fee

  1. We may change the Subscription Fee that applies to the Subscription from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes.
  2. Price changes will take effect at the start of the next Subscription period following the date of the price change.
  3. You agree to accept the new fee by continuing to use the Subscription after the Subscription Fee change takes effect. If you do not agree with a fee change, you have the right to reject the change by terminating your Subscription prior to the fee change taking effect.

5. INTELLECTUAL PROPERTY

  1. The Services are our intellectual property.
  2. Copyright and other intellectual property laws protect the Services.
  3. We will not knowingly or intentionally infringe any Intellectual Property Rights when providing the Services.
  4. We do not indemnify you for any Loss arising from or relating to your use of the Website or the Platform, including any claim of infringement of Intellectual Property Rights, unless we are required by Law to do so.
  5. You are responsible for ensuring that you do not, in using the Services, infringe or violate any other person’s Intellectual Property Rights, misappropriate confidential information, or breach any Laws.
  6. From time to time, you may send us suggestions, materials, information, ideas or concepts relating to the Services (“Ideas”). You hereby grant us a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) to use such Ideas as we see fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation.
  7. You have no right to use our trademarks or brands unless explicitly provided for in a separate trademark licence agreement.
  8. ARCHISTAR is our trademark.
  9. You agree not to use ARCHISTAR as a keyword or metatag on your website or in your electronic advertising.
  10. You acknowledge that we own all rights, including Intellectual Property Rights in the Website and the Platform, other than third party content.

6 PRIVACY AND SECURITY

  1. We hold any personal information that you provide to us in accordance with our privacy policy, the current version of which is located on our Website.
  2. Our privacy policy is hereby incorporated into this Agreement by reference.
  3. You acknowledge and agrees to be bound by the terms of our privacy policy.
  4. We may amend our privacy policy from time to time. We will notify you of any amendments by email or online posting on our website or when you next log in to your Account.
  5. We collect and use Personal Information from and about you. This allows us, for example, to open and administer user accounts and to provide the Services to you. You consent to our collection, use and disclosure of your Personal Information as set out in our privacy policy.

7 FORCE MAJEURE

  1. Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations.
  2. The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

8 SUSPENSION

  1. If we suspect that you have breached any term of this Agreement, we have the right to (without limitation) to:
    1. Suspend your access to part or all of the Services; or
    2. Terminate your access to part or all of the Services.
  2. We reserve the right to take any such action without prior notice.
  3. If your access to the Services is suspended or terminated due to your fault, breach or misconduct, you will not be entitled to damages, or any refund or reimbursement of Subscription Fees or other amounts previously paid by or charged to you.

9 TERMINATION

  1. Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:
    1. the other party experiences an Insolvency Event; or
    2. the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 14 days after receiving written notice from the terminating party requiring it to do so.
  2. You may terminate this Agreement or your Subscription for any reason by using the self-serve account management features on our Website, at any time and without cause. However, as set out above, you may not be entitled to a refund of prepaid fees.
  3. We may terminate this Agreement immediately by notice to you if there is a change in Law that materially or permanently prevents us from providing the Services to you.
  4. Upon termination of this Agreement, your right to access the Services ceases. For example, without limitation, your Account will be closed and any benefits for a Subscription to the Platform will cease.

10 WARRANTIES, INDEMNITY AND LIMITATIONS

10.1 Warranties

  1. Each party warrants that it:
    1. has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement; and
    2. will always comply with applicable Laws.
  2. You warrant and represent that:
    1. You will comply with this Agreement; and
    2. You will not infringe any person’s Intellectual Property Rights while using the Services.

10.2 Indemnity

  1. You hereby defend, hold harmless and indemnify us and our Personnel (the Indemnified Parties) from and against any Loss suffered or incurred by the Indemnified Parties arising out of or in connection with any material breach by you of any provision of this Agreement including any warranty in this Agreement, or that the Indemnified Parties may suffer or incur arising out of or relating to:
    1. your use or misuse of the Services;
    2. in respect of any claim made or legal or regulatory action brought against the Indemnified Parties arising out of or relating to your conduct that is a misuse of the Services or breach of this Agreement;
    3. decisions made by you or actions taken by you when using or relying upon the Services; or
    4. allowing others to use any content that is made available on the Website or the Platform.

10.3 Limitations

  1. Without limiting any other term of this Agreement, we are not responsible for:
    1. Internet, electronic, hardware, software, network or other computer-related failures, malfunctions or errors;
    2. Any disruptions, damages, losses, failures or errors that are caused by events or occurrences that are beyond our control; or
    3. Typographical, processing, mechanical or human errors.
  2. Subject to the express provisions of this Agreement, we provide the Services strictly on an “as-is” and “as available” basis, and to the maximum extent permitted by law, we exclude all implied and statutory warranties, terms, conditions or undertakings that the Services will be:
    1. Available at any particular time;
    2. Secure or error-free;
    3. Fit for any particular purpose; or
    4. Will meet any standard or specification.
  3. If we are found to be liable to you (including in contract, tort (including negligence) or otherwise), our liability is limited in all circumstances to one of the following options, as selected by us:
    1. Resupply of the Services;
    2. Supply of similar Services;
    3. Refunding the amount you paid for the Services;
    4. Refunding one month’s Subscription;
    5. Fixing the Services (if appropriate); or
    6. Paying someone else to fix the Services (if appropriate).
  4. Notwithstanding sub-clause (c) above, to the fullest extent permitted by applicable Law, our total cumulative liability to you in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, will not exceed the greater of AUD $100 or, if you have a paid Subscription, then an amount calculated as the Subscription Fee paid or payable for a six month period of the paid Subscription.
  5. To the fullest extent permitted by applicable law, we hereby expressly disclaim all implied or statutory warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, reliability, accuracy, completeness and quiet enjoyment.
  6. Notwithstanding any other clause of this Agreement, to the extent permitted by law, we exclude all liability, including in tort (including negligence), contract and otherwise, for any loss of or damage to data, loss of profits, loss of revenue, loss of privacy, loss of enjoyment, damage to reputation and goodwill, and loss of business, and any consequential, indirect or special Loss or damage.
  7. Our liability under this Agreement will be reduced proportionally to the extent to which any Loss was caused or contributed to by any negligence or other wrongful act or omission of you.

GST

  1. If you are in Australia or subject to Australian GST, then this clause applies.
  2. If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply.
  3. Unless otherwise stated, all amounts referred to in this Agreement, including the Subscription Fees, are stated on a GST exclusive basis.
  4. If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
  5. In providing an invoice, a party shall provide proper tax invoices if GST is applicable to the Fees.
  6. Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) shall have that meaning in this Agreement.

12 ASSIGNMENT AND SUBCONTRACTING

  1. You must not assign or novate, directly or indirectly, any of your rights or obligations under this Agreement without the prior written consent of We may assign or novate all of part of this Agreement on written notice to you. You are not an agent or employee of us. We are not an agent or employee of you.
  2. Nothing contained or implied in this Agreement means that you are a partner, agent or legal representative of us for any purpose, or creates any partnership, agency or trust.

13 SURVIVAL

  1. Without limiting any other provision of this agreement, clauses 3.6(e), 3.8, 5, 6, 9, 10.3, 11, 15, 16 and 18, and any other clauses which should by their nature survive termination of this Agreement, survive termination or expiry of this Agreement for any reason.

14 NO UPTIME GUARANTEE

  1. We do not guarantee 24 hours uptime of the Website or the Platform.

15 NOTICES

  1. Any notice, demand, consent or other communication (a Notice) given or made under this Agreement must be in writing and signed by the sender or a person duly authorised by the sender.
  2. We may deliver notices to you at the email address that you provided to us that is in your account profile.
  3. You may deliver notices to us at the following email address: [email protected]

16 DISPUTE RESOLUTION

  1. If any dispute arises in relation to the Services or this Agreement, you agree to:
    • First contact us to discuss. If we do not resolve the dispute within 14 days, then:
    • Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of arbitration shall be Sydney, Australia. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of New South Wales, Australia.
  2. Nothing in this clause prevents a party from seeking urgent injunctive relief before an appropriate court.

17 AMENDMENTS

  1. We may amend this Agreement at any time in our sole discretion. We will notify you of any such amendments by e-mail or online posting or when you next use the Service.
  2. We will notify you or publish such amendments on our website at least 10 days before the change is in force.
  3. If you do not agree to such amendments, then you must stop using the Services; if you continue using the Service after the date on which any such amendments come into force, you will be deemed to have agreed to such amendments.
  4. If the amendment is unfavourable to you, then you may terminate this Agreement before the amendment comes into effect and you will receive a pro rata refund of any prepaid Subscription Fee.

18 GENERAL

  1. This Agreement contains the entire agreement between the parties with respect to its subject matter.
  2. No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
  3. The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.
  4. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
  5. On request by you, we may provide you with contact details of or refer you to third-party specialists. You may refuse any referred third-party service or referral. We make no representation or warranty about any third-party advice or provision of services by such a referred third-party. We accept no responsibility or liability for any Loss that you or any person may suffer or incur due to any third-party advice, product or provision of services, or the third-party’s failure to advise or provide services.
  6. Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
  7. This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of New South Wales, Australia. In relation to such matters, but subject to clause 16, each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction in New South Wales and waives any right to object to the venue on any ground.

19 DEFINITIONS AND INTERPRETATION

19.1 DEFINITIONS

The following definitions apply unless the context requires otherwise.

Account means an account that allows you to log on and use the Platform.

Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.

An Insolvency Event occurs in respect of a person where:

  1. a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
  2. a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
  3. a party becomes or is (including under legislation) deemed or presumed to be insolvent;
  4. a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;
  5. any composition or arrangement is made with any one or more classes of its creditors;
  6. except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;
  7. a party enters into liquidation whether compulsorily or voluntarily; or
  8. any analogous or comparable event takes place in any jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trade marks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.

Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments, and includes any Privacy Laws.

Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.

Personal Information has the meaning given to that term in the Australian Privacy Act 1988 (Cth).

Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person’s direct or indirect control and includes any subcontractors.

Platform means the Archistar site research and 3D generative design platform, located at archistar.ai.

Privacy Laws means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act 1988 (Cth).

Services is defined in clause 1.

Subscription means a subscription to use the Platform, with subscription features and Fees set out on our Website, and further defined in clause 4.

Subscription Fee is specified when you take up a subscription online on our Website.

INTERPRETATION

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

  1. the singular includes the plural and conversely;
  2. where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  3. a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
  4. a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;
  5. a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
  6. a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
  7. a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;
  8. a reference to includes, means includes without limitation; and
  9. all references to $ are to Australian dollars, unless otherwise specified.

 

Effective From 6 March 2024

Our Contact Details and Address For Service

We can be contacted at:
Mezzanine, Levels 1-3, 388 George Street
Sydney NSW 2000, Australia
[email protected]
+612 9899 5247