Significance Systems

Terms and Conditions

Please read these terms and conditions very carefully before registering to use Significance Systems as a customer.

Your registration indicates that you accept these terms and conditions. If you do not accept these terms and conditions, please do not register to use Significance Systems.

These Terms and Conditions constitute the entire agreement (the “Agreement”) between you (“you” or “Customer”) and Significant Holdings Ltd, Suite 6, 345 Pacific Highway, North Sydney, NSW, Australia (“Significance Systems”) for the use of Significance Systems’s analysis services (“Reports”) accessible on its website www.SignificanceSystems.com or any of its local sub-websites (collectively, the “Website”). The Service is provided to you in accordance with this Agreement and any other applicable rules and policies set forth on the Website.

1. The Service.

The Service allows you to create customised Reports. By using the Service, you acknowledge and agree that Significance Systems does not guarantee Report data acquisition, processing and publication time. Significance Systems shall bear no liability in the event that data acquisition, processing and publication time is longer than promised on the site before purchase. Once your Report has been configured and purchased, you will not be able to make any further modification (query definition etc…) nor cancel it.
The results of your Report will be accessible directly on the Website. Significance Systems results are stored on the Website and will remain accessible until you remove your account. Notwithstanding the foregoing, Significance Systems reserves the right to reject or remove any Report at any time, where it has reasonable ground to believe that the content of a Report does not comply with the terms of this Agreement or any applicable legislation or regulation, or after a period of two years after your Report has been posted on the Website.

2. Client Registration and Account.

For the purpose of using the Service, you have to register yourself on the Website and create an individual account including a login and a password. You warrant that all information you have provided in your account is current, complete and accurate.

You are solely responsible for the use of your login and password. You agree to keep your login information and password private and to notify Significance Systems at once of any unauthorized account activity you may be aware of. The Service is a single user service, multiple logins and passwords are not permitted though you may share your login with whoever you so wish. Significance Systems reserves the right to suspend or terminate your account or future use of the Service at any time, where it has reasonable ground to believe that your use of the Service does not comply with the terms of this

Agreement or any applicable legislation or regulation, or that your identification data are not true or accurate or are being pirated. Significance Systems recommends that you keep track of your Report results as Significance Systems reserves the right to deactivate your account as outlined in this Agreement.

Significance Systems is not responsible for the deletion of any data that is in your account. You acknowledge that you are responsible for your account and all activities occurring in connection with the use of your account, whether or not you have authorized such activities.

3. Payment.

The price of the Service shall be the fee quoted on this website. All fees quoted exclude Value Added Tax, sales tax and/or any other required taxes or duties here applicable. The services must be purchased before the Report is delivered. When you pay for your Report by credit card, you hereby warrant that the credit card information provided is correct, and you shall promptly notify Significance Systems of any changes to such credit card information. You acknowledge and agree that if your credit card payment cannot be processed for any reason, Significance Systems may suspend or cancel your account, and suspend or cancel any pending Reports. You are responsible for all charges associated with your use of the Service as notified in your account and you agree to pay all such charges, including any applicable taxes, at the rates effective at the time they are incurred. Significance Systems may change such fees at any time and in its sole discretion, provided that any such change shall become effective at the end of the then current term of your Subscription.

4. Prohibited Uses.

Customer hereby agrees not to access and/or use the Service:

(i) to send any unsolicited email or any commercial message or invitation;

(ii) to request, collect, store and/or disclose personally identifiable data from survey respondents or to violate any applicable privacy law;

(iii) to communicate any message or material that is deemed harmful, abusive, harassing, threatening, indecent, obscene, racially, ethnically or otherwise objectionable, hateful, tortuous, libellous, defamatory, slanderous or otherwise unlawful;

(iv) in a manner which infringes any patent, trademark, copyright or other intellectual property rights of any third party;

(v) in a manner which violates any applicable laws, rules and regulations; or

(vi) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although Significance Systems is not responsible for any such content or communications, Significance Systems reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such content or communications of which Significance Systems may become aware, at any time and without notice to Customer. Customer further acknowledges and agrees as follows:

a. Significance Systems does not control the Customer Content and makes no representation or warranty regarding its accuracy, integrity or quality.

b. Customer may not modify, edit, copy, reproduce, create derivative works of, enhance, reverse engineer, decompile, alter, duplicate or otherwise attempt to decipher any code in connection with the Service or any other aspect of Significance Systems’s technology.

c. Customer shall not upload, post, email, distribute, communicate, transmit, or otherwise make available any viruses or similar malicious software that may damage the operation of a computer or the Service.

d. Customer shall not use or present the Report results in a misleading or illegal manner, or in any manner which would adversely impact upon the reputation or goodwill of Significance Systems, and Significance Systems reserves the right to publish a correction in the event of such use or presentation. Report results cannot be used in connection with any dispute resolution, litigation, arbitration or other legal proceeding of any nature (“Litigation Purposes”). Customer must ensure that whenever the research findings are communicated to clients, customers, employees, survey respondents or otherwise published, Significance Systems is credited for all research as “research conducted using Significance Systems’s product suite”.

e. Customer may not assign, transfer, resell, distribute or otherwise use the Service except as agreed herein.

f. Customer shall not access and/or use Significance Systems in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Service or any networks or security systems of Significance Systems. You acknowledge and agree that any violation of any of the foregoing will constitute a material breach of this Agreement. In such event, Significance Systems may, in addition to any and all applicable legal and equitable remedies against you,

(i) disable your account and your access to the Website and the Service hereunder; and

(ii) recover from you any losses damages, costs or expenses incurred by Significance Systems resulting from or arising out of your non-compliance. You further acknowledge and agree that Significance Systems may cooperate with any governmental authority in connection with any investigation into your use of Significance Systems, including use in contravention of applicable laws, and may, in accordance with applicable laws, disclose any Customer Content, and any other information pertaining to you or to your use of Significance Systems, to such governmental authority in connection with any such investigation.

5. Intellectual Property Rights.

As between Customer and Significance Systems, Customer shall own all right, title and interest in and to any Customer Content. During the term of your use, you grant to Significance Systems a limited, non-exclusive, royalty-free license to host the Customer Content solely for all reasonable and necessary purposes contemplated by this Agreement. This Agreement does not transfer or convey to Significance Systems or any third party any right, title or interest in or to the Customer Content or any associated intellectual property rights, but only a limited right of use revocable in accordance with this Agreement. Significance Systems, its affiliates and/or their licensors shall remain the sole and exclusive owners of all intellectual property rights, including without limitation all patents, trademarks, service marks, copyright, database, software, and know how in and to the Website, the Service and any content therein (the “Materials”). You will not acquire any right, title, or interest in or to the Materials except as expressly set forth in this Agreement. Significance Systems grants you a personal, non-exclusive, non-transferable and revocable right to use the Materials for the sole purpose of using the Service in accordance with the terms of this Agreement. The Materials may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Significance Systems or its licensors.

6. Term and Termination.

This Agreement shall automatically become effective upon your first use of Significance Systems and shall continue until it is terminated in accordance with this Agreement.

You may terminate this Agreement by emailing Significance Systems at Contact@Significance Systems.com, and the Agreement will terminate immediately after Significance Systems has received said notice. You may cancel the Subscription and terminate this Agreement by written notice in the event Significance Systems materially breaches any of its obligations hereunder, and said breach is not cured within 60 days of Significance Systems’s receipt of your notice of such breach. Significance Systems may terminate this Agreement and cancel any Subscription hereunder immediately by notice to you in the event that you breach any of your representations, warranties, covenants or obligations under this Agreement or contravene any applicable law. Upon any termination of the Agreement, your rights to use the Service shall cease immediately, your account will be deactivated and Significance Systems shall have no obligation to retain, forward or make available to you any Significance Systems responses or results. Upon a termination, all rights and duties of the parties toward each other shall cease except those intended to survive such termination (including, but not limited to, Sections 7, 8, 9, 10, 11 and 12).

7. Indemnification.

Customer shall, at its sole expense, indemnify, defend and hold Significance Systems, its affiliates and their respective officers, directors, employees and agents harmless from and against any loss, cost, damages, liability or expense arising out of or relating to:
(i) Customer’s use of the Service, including its reliance on any information or materials (including survey results or responses) obtained through the use of the Service; and/or (ii) Customer’s breach of this Agreement.

8. DISCLAIMER OF WARRANTIES.

TO THE FULL EXTENT PERMITTED BY LAW, SIGNIFICANCE SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, SUITABILITY, AVAILABILITY, TIMELINESS, QUALITY, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE AND ACKNOWLEDGE THAT THE WEBSITE AND THE SERVICE ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS”. OTHER THAN AS SPECIFICALLY SET FORTH HEREIN SIGNIFICANCE SYSTEMS MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES SIGNIFICANCE SYSTEMS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE.

CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING VIA PLUG-INS AND/OR APPLICATION PROGRAMMING INTERFACES (APIS)) THROUGH THE USE OF THE SERVICE IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM SIGNIFICANCE SYSTEMS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

9. LIMITATION ON LIABILITY.

TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SIGNIFICANCE SYSTEMS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT, THE WEBSITE OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT SIGNIFICANCE SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIGNIFICANCE SYSTEMS’S LIABILITY HEREUNDER IS LIMITED TO $1,000 OR THE AMOUNT OF FEES PAID TO SIGNIFICANCE SYSTEMS BY CUSTOMER HEREUNDER, WHICHEVER IS LESS. NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION FIRST AROSE.

10. Confidentiality/Privacy.

Significance Systems agrees not to publicly disclose your identity, your personal data or your use of the Service without your prior consent (electronic email or ticking of a box accepted), except to its affiliates and technical partners for the sole needs of furnishing the Service.

Significance Systems shall, however, be permitted to display your corporate logo in its marketing materials.

11. Applicable law and jurisdiction.

Australian law shall govern this Agreement. Any dispute or claim arising out of or in connection with this Agreement shall be settled by the courts of Australia.

12. Additional Terms.

a. Authority. Each party hereby represents and warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.

b. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.

c. Force Majeure. Neither party shall be deemed in default of the Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted or prevented by reason of any act of God, fire, natural disaster, act of government, strikes or labour disputes, inability to provide raw materials, power or supplies or any other similar act or condition beyond the reasonable control of such party.

d. Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties hereto. The failure of either party to seek relief for the other party’s breach of any duty under this Agreement shall not waive any right of the non-breaching party to seek relief for any subsequent breach.

e. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the others shall remain in full force and effect.

f. No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.

g. Neutral Construction. The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed against a party or parties on the grounds that the party or parties drafted or was more responsible for drafting a provision(s).

h. Entire Agreement. Each party to this Agreement acknowledges that this Agreement constitutes the entire Agreement of the parties with regard to the subject matter addressed in this Agreement, that this Agreement supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject matter of this Agreement, and that this Agreement cannot be amended except by a writing signed by all parties hereto. Each party to this Agreement further acknowledges that no promises, representations, inducements, agreements, or warranties, other than those set forth herein, have been made to induce the execution of this Agreement by said party, and each party acknowledges that it has not executed this Agreement in reliance on any promise, representation, inducement or warranty not contained herein.

i. Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.

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