1.Background

Thank you for visiting our Terms of Use (Agreement), we are GY Innovation Group Pty Ltd ACN 674 150 406 (GY Innovation, we, our, us and other similar terms). We provide a cloud based asset management solution known as Clear Journey (Clear Journey).

This Agreement outlines the terms and conditions associated with your use of Clear Journey. It is your obligation to ensure that you have read, understood and agreed to the most recent terms available at https://clearjourney.io/ (Website).

2.Agreement

2.1 Accepting this Agreement

By creating a Clear Journey Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using Clear Journey.

You must not use Clear Journey if you are not able to form legally binding contracts or are under the age of 18. If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

2.2 About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement and in clause 16. They aid to clarify the terms and conditions.

Please feel free to email us at hq@clearjourney.io if you have any questions.

3.Term

This Agreement will commence when you create a Clear Journey Account and will continue until the date of termination of this Agreement in accordance with clause 14.

If this Agreement is not terminated in accordance with clause 14, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.

4.Licence

We grant you a non-transferrable, non-exclusive and revocable licence to access Clear Journey for the Subscription Period, subject to any Usage Restrictions and conditional upon your compliance with the terms and conditions of this Agreement.

5.Payment

Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are exclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, or overseas, in connection with this Agreement.

You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.

6. Requirements for use

6.1 Access

You acknowledge and agree Clear Journey will only be accessible using the internet, by users with a valid Account and will not be available "locally" from your own servers or devices.

6.2 Support

Support for Clear Journey is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.

6.3 Clear Journey outages and system maintenance

If it is necessary to interrupt your use of Clear Journey, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, Clear Journey will be unavailable.

You acknowledge that access to Clear Journey may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to Clear Journey which may change the interface and manner in which it functions.

You agree that we are not liable for any loss, foreseeable or not, arising from any interruption to your access to Clear Journey, planned or not, and any such interruptions will not constitute a breach by us of these terms.

7. Your use of Clear Journey

7.1 Registering an Account

In order to use Clear Journey, you are required to provide us with Personal Information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects; you will inform us by updating your Account details whenever any such information changes; and you will not provide false or misleading information.

7.2 Account security

Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep Clear Journey secure and we ask you to contribute.

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account which occur via Clear Journey, whether such activities are authorised by you or not.

7.3 Lawful use of Clear Journey

You undertake not to upload, store or access any data on or use Clear Journey in any manner, or at all, if such access, use or storage would infringe a person’s Intellectual Property rights, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia, or a law in the jurisdiction in which you operate).

7.4 Prohibited Conduct

You may only acquire and make use of Clear Journey for the sole purpose of meeting your internal business needs. You must not use or include any part of Clear Journey in any service bureau or fee generating service offered to third parties.

You must not:

(a) in any way tamper with, hinder or modify Clear Journey;

(b) use Clear Journey directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;

(c) knowingly transmit any viruses or other disabling features to or via Clear Journey;

(d) intentionally disable or circumvent any protection or disabling mechanism of Clear Journey;

(e) install or store any software applications, code or scripts on or through Clear Journey;

(f) use Clear Journey in any way which could be reasonably expected to interfere with or damage our systems, any other operator's systems, or another user's enjoyment of Clear Journey;

(g) attempt, facilitate or assist another person to do any of the above acts.

7.5 Right to suspend

We reserve the right to limit or suspend all or part of your access to Clear Journey and alter your Account information, if in our reasonable opinion:

(a) you are in breach of any of the obligations or undertakings in this Agreement;

(b) your Account information is incomplete;

(c) your Account is not used for a period of greater than 12 months; or

(d) we suspect a security breach associated with your Account.

Suspending your Account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Subscription Fees.

8. Privacy

You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.

9. Third Party Services

Certain components or features of Clear Journey may include materials from third parties, links to other websites, data, resources, services and/or content that are operated by third party service providers that are not affiliated with us (Third Party Services). You acknowledge and agree that we are:

(a) not responsible for the availability of such Third Party Services;

(b) in no way liable for any data, content, advertising or materials made available through such Third Party Services; and

(c) not liable for any damages you incur or allege to incur, either directly or indirectly as a result of your use and/or reliance upon any such Third Party Services.

10. User Content and Intellectual Property

10.1 Your User Content

If you provide us with content, including, without limitation, text, photos, images, and any other materials (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.

When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with Clear Journey), communicate and publish User Content for the purposes of allowing us to provide, improve, promote and protect Clear Journey. You waive any claims against us relating to any moral rights or similar rights worldwide that you may have in the User Content.

You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within Clear Journey.

While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.

10.2 Use of our Intellectual Property

We retain all right, title, and interest in and to Clear Journey.

We warrant that we own or have a licence to use the Intellectual Property in Clear Journey.

You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:

While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.

(a) create an adaptation or translation of all or part of Clear Journey in any way;

(b) use Clear Journey in a manner which may infringe any other persons Intellectual Property;

(c) incorporate all or part of Clear Journey in any other webpage, site, application or other digital or non-digital format; or

(d) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Clear Journey.

11. Warranties

Subject to the Non-excludable Conditions and to the fullest extent permitted under the law, we make no warranties or guarantees that Clear Journey is fault free, regarding Clear Journey’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Clear Journey including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

12. Limitation of liability

Subject to the Non-excludable Conditions and to the fullest extent permitted under the law, we make no warranties or guarantees that Clear Journey is fault free, regarding Clear Journey’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Clear Journey including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

12.1 Implied conditions

We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

12.2 Limitation of liability

Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

(a) loss of profits or any other pure economic loss;

(b) Clear Journey being inaccessible for any reason;

(c) incorrect or corrupt data, lost data, or any inputs or outputs of Clear Journey;

(d) computer virus, trojan and other malware in connection with Clear Journey;

(e) security vulnerabilities in Clear Journey or any breach of security that results in unauthorised access to, or corruption of data;

(f) negligence arising from our activities or that of our service providers;

(g) any unauthorised activity in relation to Clear Journey;

(h) the occurrence of an Event of Force Majeure;

(i) your breach of this Agreement; or

(j) any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

12.3 Limits to liability associated with goods and services

To the fullest extent possible under the law, we limit our liability for any breach to: (a) in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and (b) in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

12.4 Indemnity

You are solely responsible for ensuring that you have all legal right to use and upload your User Content to Clear Journey.

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, from your infringement of any third party Intellectual Property rights and your breach of any law including, Privacy Law.

13. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 13 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 13. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 13 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

14. Termination

14.1 Termination

Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 30 days after the receipt of notice to remedy.

We may terminate this Agreement prior to any Subscription Period in which case this Agreement ends at the end of the then current Subscription Period.

You may terminate this Agreement with us immediately by closing your Account or notifying us in writing.

14.2 Actions upon termination

Upon termination you must immediately stop using Clear Journey; we reserve the right to permanently erase any data and User Content associated with your Account; and you will no longer have access to your Account.

15. General

Assignment - Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party’s consent.

Entire Agreement - This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

Governing law - The laws of Queensland govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.

Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:

(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and

(b) which you send, must be either delivered or posted by prepaid post to our registered office or sent by email to our email address set out at clause 2.2.

Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.

Severability - Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change its intended effect.

Variations to this Agreement - We may vary this Agreement (including the alteration of Subscription Fees or Usage Restrictions of a Subscription Package) by giving written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 14.1. The variation takes effect at the beginning of the next Subscription Period.

16. Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account or Clear Journey Account means the username and access credentials used when you access Clear Journey.

Agreement means these terms and conditions and any document incorporated into them by reference.

Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.

Privacy Policy means the privacy policy available on our Website as amended by us from time to time.

Subscription Fee means the price for the Clear Journey Subscription Package as set out on our Website.

Subscription Package means any one of the subscription packages advertised on our Website from time to time.

Subscription Period means the period of time attached to the Subscription Package which you sign up for and if no period of time is stated then 1 month.

You or your means the person or entity using Clear Journey.

Usage Restrictions means any limits to the use of Clear Journey, including but not limited to asset or user limits, and as set out on our Website or in the details of the Subscription Package.

Us, we or our means GY Innovation Group Pty Ltd ACN 674 150 406.

Website means the website located at https://clearjourney.io/ and any of its subdomains.