Customer Agreement


IMPORTANT - The Customer Agreement (the "Agreement") is a Legal Agreement between You (Either an Individual or Entity) ("Licensee", "You" or "Your") and Cabin4j (Incorporated in Australia under ABN 40676267676) ("Cabin4j"). By using the Services and/or any Software/Software Framework herein described, You acknowledge that You have read this Agreement, understand it and agree to be bound by its terms. If you are entering into this Agreement on behalf of an Entity, You represent and warrant to Cabin4j that You have Legal authority to bind that. Cabin4j may modify this Agreement from time to time, subject to the terms in Section 12 (Changes to this Agreement) below.

1. Your Agreement with Cabin4j

You are agreeing to use one or more of Cabin4j's Product, which may be referred to individually or collectively herein as the "Service(s)", and/or "Software", and/or "Software Framework". The Service(s) and/or Software/Software Framework may not be error free. Therefore, You are advised to safeguard important data, to use caution and not to rely on the correct functioning or performance of the Service(s) and/or Software/Software Framework. Although Cabin4j will use reasonable efforts to provide technical support (assuming you have paid any applicable fees), Cabin4j shall have no obligation to upgrade, update, bug-fix, to provide support or maintenance services, or to provide assistance or consultancy services in relation to the Service(s) and/or Software/Software Framework.

2. Cabin4j Account and Use of the Service(s) and/or Software/Software Framework

You may be required to create an account to place orders (Section 7. Cabin4j Order) and/or to use the Service(s) and/or Software/ Software Framework. If You are entering into this Agreement on behalf of an entity, You represent and warrant that the entity will utilize the Service(s) and/or Software/Software Framework under a single account. You agree not to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of Your password and for any use of Your account. You also agree to notify us promptly at sales@cabin4j.com of any unauthorized use of Your username, password, other account information, or any other breach of security that You become aware of involving or relating to the Service(s) and/or Software/Software Framework.

If there is a fee associated with your use of the Service(s) and/or Software/Software Framework, You agree to pay that fee. The fee charged excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. To pay any fees, You will transfer an amount in aggregate to the bank account provided by Cabin4j. Fee shall be paid in full by the relevant due date, failing which Cabin4j may suspend or cancel Your access to the Service(s) and/or Software/Software Framework. Suspension or cancellation for non-payment may result in a loss of access to and use of Your account.

If You take part in any trial offer, You must cease using the Service(s) and/or Software/Software Framework by the end of the trial period to avoid incurring charges, unless Cabin4j notifies You otherwise. Cabin4j may change the price it charges for the Services at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Service(s) and/or Software/Software Framework before the price change takes effect. If there is a fixed term and price for your Service(s) and/or Software/Software Framework offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable.

In Your use of the Service(s) and/or Software/Software Framework, You agree to comply with all applicable laws and regulations. You shall, in connection with Your use of the Service(s) and/or Software/Software Framework, comply with all applicable import, export and re-export control laws and regulations of any country. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service(s) and/or Software/Software Framework, including Your transfer and processing of Your content via the Service(s) or Software/Software Framework.

You agree that You will not:
  1. violate, infringe, or misappropriate other people's intellectual property, privacy or other legal rights; and/or
  2. post or share anything that is illegal, abusive, harassing, or otherwise objectionable; and/or
  3. transmit any viruses or other computer instructions or technological means that disrupt, damage, or interfere with the use of computers or related systems; and/or
  4. transmit any viruses or other computer instructions or technological means that disrupt, damage, or interfere with the use of computers or related systems; and/or
You represent that You have either reached the age of "majority" where You live or have valid parent or legal guardian consent to be bound by the terms of this Agreement. If You do not know whether You have reached the age of majority where You live, or do not understand this section, please do not create an account with Cabin4j before You have asked your parent or legal guardian for help. If You are the parent or legal guardian of a minor that creates an account with Cabin4j, You accept this Agreement on the minor's behalf and agree to be responsible for all use of the corresponding account.

Cabin4j will treat Your data and information regarding your use of the Service(s) and/or Software/Software Framework in accordance with this Agreement and its Privacy Policy published at Cabin4j Privacy Policy, as may be amended from time to time.

You may not access the Service(s) other than through the interfaces provided by Cabin4j or interfere with or disrupt the proper operation of the Service(s).

3. License Grant and Restrictions

Subject to the terms and conditions of this Agreement and depending upon whether during sign-up and/or purchase process you have agreed to use the Service(s) and/or Software/Software Framework on a subscription basis or to receive a perpetual license to use the Service(s) and/or Software/Software Framework, Cabin4j grants to You:
  • a non-exclusive, non-transferable license (without right to sublicense) to use the Service(s) and/or Software/Software Framework for the term of this Agreement; and/or
  • a non-exclusive, non-transferable, perpetual license (without right to sublicense) to use the Service(s) and/or Software/Software Framework.
Except as otherwise specifically permitted in this Agreement, You may not:
  1. translate, adapt, vary, or modify the Service(s) and/or Software/Software Framework, subject to the terms in Section 4 (Cabin4j Modifications); and/or
  2. copy or reproduce any portion of the Service(s) and/or Software/Software Framework; and/or
  3. provide, disclose, demonstrate, or otherwise make available the Service(s) and/or Software/Software Framework to any third party; and/or
  4. use the Service(s) and/or Software/Software Framework to provide any services or training for any third party; and/or
  5. sell, lease, rent, transfer, hire-out, license, sub-license, assign, distribute, publish, charge, pledge, encumber, commercially exploit, or otherwise deal with the Service(s) and/or Software/Software Framework, or any software/software framework written or developed that is based on or derived from the Service(s) and/or Software/Software Framework; and/or
  6. exceed permitted number of the Service(s) and/or Software/Software Framework instance(s) installed on production, subject to the terms in Section 5 (Number of Cabin4j Instances); and/or
  7. use same license on multiple projects, subject to the terms in Section 5 (Number of Cabin4j Instances); and/or
  8. reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Service(s) and/or Software/Software Framework (except to the extent applicable laws specifically prohibit such restriction).
You are Obliged to:
  1. effect and maintain adequate security measures to safeguard the Service(s) and/or Software/Software Framework from unauthorized access, use, and disclosure; and/or
  2. supervise and control access to and use of the Service(s) and/or Software/Software Framework in accordance with the provisions of this Agreement; and/or
  3. provide the Cabin4j from time to time on request with contact details for the person responsible for supervising and controlling such access and use; and/or
  4. ensure that the Service(s) and/or Software/Software Framework is at all times clearly labeled as the property of the Cabin4j, subject to the terms in Section 6 (Cabin4j Attribution).
Any update to the Service(s) and/or Software/Software Framework provided to You is made on a license exchange basis such that You agree, as a condition for receiving an update, that You will terminate Your use of any previous version of the Service(s) and/or Software/Software Framework.

4. Cabin4j Modifications

Subject to the terms and conditions of this Agreement:
  1. for any elements of the Service(s) and/or Software/Software Framework provided by Cabin4j in source code form, and to the extent permitted in the Documentation, you may modify such source code solely for purposes of developing bug fixes, customizations and additional features for the Service(s) and/or Software/Software Framework; and/or
  2. you may also modify the Documentation to reflect your permitted modifications of the Service(s) and/or Software/Software Framework source code or the particular use of the Service(s) and/or Software/Software Framework within your organization. Any modified source code or Documentation constitutes "Your Modifications". You may use Your Modifications solely with respect to your own instances in support of your permitted use of the Service(s) and/or Software/Software Framework but you may not distribute the code to Your Modifications to any third party.
Notwithstanding anything in this Agreement to the contrary, Cabin4j has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with the Service(s) and/or Software/Software Framework. You shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim brought against us by a third party relating to Your Modifications (including but not limited to any representations or warranties you make about Your Modifications or the Service(s) and/or Software/Software Framework) or your breach of this Section 4.

5. Number of Cabin4j Instances

Unless otherwise specified in your Order and/or Plan, for each Cabin4j license that you purchase, you may install one production instance and one pre-production instance of the Service and/or Software/Software Framework on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement).

Cabin4j is licensed on a per-project basis. You are required to purchase a separate Cabin4j license for every project on which you want to use the Service(s) and/or Software/ Software Framework.

6. Cabin4j Attribution

In any use of the Service(s) and/or Software/Software Framework, you must include the following attribution to Cabin4j on all user interfaces in the following format: "Powered by Cabin4j" which must in every case include a hyperlink to www.cabin4j.com.au, and which must be in the same format as delivered in the Service(s) and/or Software/Software Framework.

7. Cabin4j Order

Purchase Order ("Order") will specify your authorized scope of use for the Service(s) and/or Software/Software Framework, which may include numbers of licenses, copies or instances (of the Service(s) and/or Software/Software Framework), subject to the terms in Section 5 (Number of Cabin4j Instances).

8. Support and Updates

Subject to Licensee's payment of the corresponding fees (if any), Cabin4j shall provide reasonable technical support. Licensee shall provide Cabin4j with such technical information and assistance as Cabin4j may reasonably request in order for it to provide support. Subject to Licensee's payment of the corresponding fees (if any), Cabin4j shall provide the Licensee with updates, enhancements and maintenance modifications as they become available.

9. Feedback/Use of Licensee's Name

You agree, at your sole discretion, to provide to Cabin4j suggestions, comments and feedback regarding the Service(s) and/or Software/Software Framework, including but not limited to usability and bug reports (collectively, "Feedback""). If You provide such Feedback to Cabin4j, You hereby grant Cabin4j the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to: make, use, copy, modify, sell, distribute, publicly perform or display, sublicense (including the right to sublicense to further third parties), and create derivative works of the Feedback as part of any Cabin4j product, technology, service, specification or documentation (individually and collectively, "Cabin4j Products"). You warrant that Your Feedback is not subject to any license or other terms that would purport to require Cabin4j to comply with any additional obligations with respect to any Cabin4j Products that incorporate any Feedback.

Cabin4j may use Licensee's name and/or logos to identify Licensee as a Cabin4j licensee in its general marketing materials or otherwise.

10. Unauthorized Use

You agree to use reasonable efforts to cooperate with and assist Cabin4j in identifying and preventing any unauthorized use, copying, or disclosure of the Service(s) and/or Software/Software Framework.

11. Cabin4j Proprietary Rights

Cabin4j and any of its licensors own all proprietary rights in and the Service(s) and/or Software/Software Framework. The Service(s) and/or Software/Software Framework provided to you is licensed and not sold. Except as expressly provided herein, Cabin4j retains all rights and does not grant any express or implied right to You under any Cabin4j patents, copyrights, trademarks, or trade secret information.

12. Changes to this Agreement

Cabin4j may change this Agreement and will post the modified agreement (which shall then become the Agreement) on Cabin4j's website. Therefore, Cabin4j encourages you to check the terms of this Agreement from time to time to see if they have been updated. If You do not agree to the modified agreement, Your sole recourse is to stop using the Service(s) and/or Software/Software Framework. Your continued use of the Service(s) and/or Software/Software Framework after the date the modified agreement is posted will constitute Your acceptance of the modified agreement.

13. Modification and Termination of the Service

Cabin4j may place limits on, modify, suspend or terminate the Service generally, may remove or disable access to any content posted by You in using the Service(s) and/or Software/Software Framework and may suspend or terminate Your use of the Service(s) and/or Software/Software Framework or terminate this Agreement at any time. Notwithstanding anything else in this Agreement, this suspension or termination may result in the immediate deletion of Your documents, information, files, and other previously available content. Cabin4j is under no obligation to return any content to you. If Cabin4j terminates the Service, Your use of the Service(s) and/or Software/Software Framework or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate and You shall immediately cease using the Service(s) and/or Software/Software Framework. In addition to those provisions that survive according to their terms, Sections 1 through 19 shall continue to be effective after termination of this Agreement.

14. Indemnification by Cabin4j

During the Term, Cabin4j shall defend, indemnify and hold harmless Licensee and its officers, directors, employees, Users, successors and assigns, from and against any and all losses, damages, liabilities, settlements, reasonable costs and expenses resulting from or arising out of any third-party claim, demand, or cause of action which alleges that the Licensed Products infringe any duly issued patent, copyright or trademark or misappropriate any trade secret right of a third party ("Claim"). Licensee shall provide Cabin4j with prompt written notice of any Claim and permit Cabin4j to control the defense, settlement, adjustment or compromise of such Claim. Licensee shall have no authority to settle any Claim on behalf of Cabin4j. In addition, in the event use of the Licensed Products during the Term becomes, or in Cabin4j's reasonable opinion is likely to become, the subject of a claim of infringement as outlined in this Section 10, Cabin4j may, at its option and expense: (a) obtain for Licensee the continuing right to use such Licensed Products; or (b) modify the Licensed Products or replace them with a substantially functional equivalent so that they no longer infringe; or (c) if neither (a) nor (b) is reasonably practicable, terminate Licensee's license to such allegedly infringing Service(s) and/or Software/Software Framework and refund to Licensee any unused pre-paid fees paid to Cabin4j, in which case this Agreement and Licensee's right to use the Service(s) and/or Software/Software Framework will terminate. This Section 10 states Cabin4j's entire liability and Licensee's exclusive remedy with respect to any claim of intellectual property infringement.

15. Indemnification by Licensee

You will defend, indemnify and hold harmless Cabin4j, its affiliates, and their respective officers, directors, employees, agents, licensors and any third-party providers, from and against all claims, losses, damages and costs, including reasonable attorneys' fees, arising from any third-party claim against Cabin4j related to Your use of the Service) and/or Software/Software Framework, including any document or content You submit to the Service.

16. Exclusion of Warranties

LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICE AND ANY SOFTWARE/SOFTWARE FRAMEWORK MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE HEREBY ACCEPTS THE SERVICE AND SOFTWARE/SOFTWARE FRAMEWORK, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER CABIN4J NOR ANY OF CABIN4J'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

17. Limitation of Liability

LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER CABIN4J NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO CABIN4J BY LICENSEE (IF ANY) UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, CABIN4J WOULD NOT LICENSE THE SERVICE OR SOFTWARE/SOFTWARE FRAMEWORK TO YOU.

18. Ethical Business Conduct

Cabin4j is committed to integrity and high standards of business conduct in everything it does, especially in its dealings with its customers, suppliers and contractors. As a result, Cabin4j supports and agrees to abide by the following principles:
  1. to obey the applicable laws and regulations governing its business conduct worldwide, including in its hiring practices and laws and regulations related to anti-discrimination and forced, compulsory or child labour;
  2. to be honest, fair and trustworthy in its relationships and not to engage in corruption in any form, including extortion and bribery; and
  3. to strive to create a safe workplace and to protect the environment and through leadership at all levels, to sustain a culture where ethical conduct is recognized and valued.

19. General Legal Terms

This Agreement is the entire agreement between You and Cabin4j related to the Service(s) and/or Software/Software Framework, replacing any prior agreements. Cabin4j's licensors may be third party beneficiaries to this Agreement. There are no other third-party beneficiaries to this Agreement. The parties to this Agreement are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. You shall not assign this Agreement, by operation of law or otherwise. Cabin4j may assign this Agreement, subject to all of the terms of this Agreement.

Failure to enforce any provision will not constitute a waiver of that provision. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose and, in any event, the remainder of the Agreement shall be unaffected. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys' fees and other reasonable costs incurred in the action or proceedings.

You may only resolve disputes with Cabin4j on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

This Agreement shall be governed by law of Australia without regard to any conflict of laws principles.