1. Definitions
For the purposes of these Terms and Conditions:
"ChassisSim" means ChassisSim Technologies (ABN 35 172 029 369) and each of its directors, employees and agents.
"Content" means any material and/or information including, without limitation, text, video, software, graphics, images, logos, button icons and audio published on this site, with the exception of Your Information.
"Intellectual Property Rights" means all intellectual property rights (whether registered or not) including (without limitation) patents, designs, formulas, trade secrets, know-how, copyright, trademarks, trade names, company names, business names, websites, URLs or email addresses and all other proprietary rights and all other intellectual property defined in Article 2 of the Convention establishing the World Intellectual Property Organisation (July 1967).
"Services" means any product, software, the Software, service, this site and other websites provided or supplied by ChassisSim.
"Software" means the demonstration version of the ChassisSim simulator which can be downloaded from this site, and any other software or computer programs available on the site or supplied by ChassisSim.
"Terms and Conditions" means these terms and conditions.
"you" means the legal entity (individual, company or otherwise) using this site.
"Your Information" has the meaning given in clause 5.1.
2. Your use of this site
Access to and use of the site and Services is provided by ChassisSim subject to the following Terms and Conditions. If the Terms and Conditions are not accepted in full, you must not use the site or Services and your use of the site may be terminated immediately.
In order to use the Services, you must first agree to these Terms and Conditions. You can agree to these Terms and Conditions by:
clicking to agree to the Terms and Conditions, where this option is made available to you by ChassisSim in the user interface for any Service; or
by actually using the site. In this case, you acknowledge and agree to be legally bound by the Terms and Conditions as of the date of your first use of this site.
Upon acceptance, these Terms and Conditions form a legally binding agreement between you and ChassisSim for the use of the site and Services.
ChassisSim reserves the right to change these Terms and Conditions at its discretion and without notice. Your continued use of this site after changes are posted constitutes your acceptance of the Terms and Conditions as amended.
ChassisSim may alter, suspend or discontinue any aspect of the Services provided at any time. ChassisSim may impose limits on or restrict your access to any part of the site at any time, without notice or liability.
You agree to use the Services only for purposes permitted by the Terms and Conditions and any applicable laws. Without limiting the foregoing you must not attempt to change, add to, remove, deface, hack or otherwise interfere with this site, the Content or Services.
You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
You agree that you are solely responsible, and that ChassisSim has no responsibility to you or to any third party, for any breach of your obligations under the Terms and Conditions and for the consequences (including any loss or damage which ChassisSim may suffer) of any such breach.
Before you continue, you should print off or save a local copy of the Terms and Conditions for your records.
3. Application to supply of a Service
These Terms and Conditions apply and will be deemed incorporated in all agreements for the sale of a Service supplied to you by ChassisSim, and will prevail over any terms or conditions contained or referred to elsewhere or implied by trade custom, practice or course of dealing.
4. Membership Eligibility
You must be able to form legally binding contracts to use this site and the Services.
Applications for membership and/or use of the Services are subject to approval and acceptance by ChassisSim in its absolute discretion. ChassisSim may in its absolute discretion refuse to supply a Service to you without giving any reason for its decision.
5. Your Information
In order to access certain Services, you may be required to provide information about yourself as part of the registration process for the Service (Your Information). You agree that any information you give ChassisSim will not be false, inaccurate or misleading.
You are solely responsible for Your Information and the security of your user name and password.
6. Legal Compliance
You agree to comply with all laws, policies and regulations which are in any way applicable to your use of the Services.
Without limiting the effect of clause 6.1, you will not use the Services:
in any way which is fraudulent, misleading or otherwise unlawful or violates any law; or
use the Services in connection with any endeavours which may be illegal or unauthorised.
7. Privacy and your personal information
ChassisSim will not knowingly disclose any of Your Information to any third party unless it involves credit card processing or credit checking or required under law. In the case of credit card processing or credit checking, Your Information will be supplied strictly to the relevant financial institutions for the purposes of processing payments. Otherwise all information will be strictly confidential.
8. Ownership and Intellectual Property
All Content on the site is the copyright of ChassisSim.
You acknowledge and agree that ChassisSim owns all legal right, title and interest in and to the Content and Services, including any Intellectual Property Rights which subsist in the Content and Services.
No Intellectual Property Rights in or to the Services or Content are transferred to you under these Terms and Conditions.
Nothing contained in these Terms and Conditions or on this site shall be interpreted as conferring any licence or right to use any trademark, design right or copyright of ChassisSim or any other third party.
You must not adapt, alter, create a derivative work, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Service or Content from this site or other services and software supplied by ChassisSim to a third party or use or display the Content or Service on any other site, without first obtaining the written consent of ChassisSim.
9. Grant of Licence
ChassisSim gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the Software (Licence). The Licence is for the sole purpose of enabling you to use and enjoy the benefit of the Software, in the manner permitted by these Terms and Conditions.
Except as expressly permitted under these Terms and Conditions or with the prior written consent of ChassisSim, you must not (and you must not permit anyone else to):
convert the Software into another electronic medium;
copy, modify, create a derivative work of, adapt, translate, tamper with, reverse engineer, disassemble, decompile, circumvent any copy protection technology or otherwise attempt to create, extract, generate or derive any code for, or in respect of, the Software except as permitted by applicable law; or
sell, rent, licence or distribute copies of the Software, or assign your rights to use the Software.
10. Fees and Payment
All prices for Services on this site are quoted in Australian Dollars.
Once ChassisSim have confirmed receipt of your payment you will receive your ordered Services within one hour. If there are any problems, please email info@chassissim.com for assistance.
All payments made using our credit card facilities support Secured Sockets Layer based transactions (SSL) from a browser to a level of at least 128 bits.
Request for refunds shall be treated on a case by case basis from ChassisSim. ChassisSim will in its sole and absolute discretion determine whether a refund will be made.
ChassisSim reserves the right to change the price for a Service at any time, without notice to you and in its sole discretion. Such alterations become operative from the date declared.
In the event that payment for a Service is not made on or before the due date, the parties agree that ChassisSim may, at its discretion, charge interest on the outstanding sum at the rate of 2% per month, calculated daily, from the due date until the date of repayment.
11. Risk and Title
You acknowledge that risk in a Service supplied by ChassisSim passes from ChassisSim to you on delivery or transmission of the Service from the ChassisSim to you or into custody on your behalf.
Full legal title and property (both legal and equitable) in a Service supplied by ChassisSim to you remains the absolute property of ChassisSim until you have paid to ChassisSim the full cost of the Service and for all other monies whatsoever payable by you to ChassisSim.
If you fail to pay for a Service by the due date, ChassisSim is entitled to retain any Services (including vehicle and circuit modelling) not yet provided to you, until the time when full payment for the Services has been received.
Until property in a Service has passed, you hold the Service as bailee for ChassisSim. While any monies are outstanding by you, you grant to ChassisSim the free and uninterrupted right to enter any premises at which any Service, title to which has not passed, is situated and to download, delete or uplift and take possession of such Service.
If payment for a Service is not made by you to ChassisSim within 14 days of the due date, you must delete or deliver to the Service to ChassisSim (at ChassisSim's option) on demand. In the event that you do not comply with the demand within 24 hours of receipt, ChassisSim will be entitled, without liability in trespass or otherwise, to enter onto your premises at any time and to do all such things necessary in order to delete or take possession of the Service and remove the Service from the premises.
12. Exclusion of warranties
Nothing in these Terms and Conditions shall exclude or limit ChassisSim's warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Only limitations which are lawful in your jurisdiction will apply to you and ChassisSim's liability will be limited to the maximum extent permitted by law.
Except as expressly provided to the contrary in these Terms and Conditions and to the maximum extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise, relating in any way to the provision of the Services are excluded.
In particular, ChassisSim:
does not represent or warrant to you that your use of the Services will meet your requirements; and
expressly disclaims any warranties and conditions of any kind, whether express or implied, including any implied warranties and conditions of merchantability and fitness for a particular purposes.
You expressly understand and agree that your use of the Services is at your sole discretion and risk and that the Services are provided "as is" and "as available".
You warrant that you have not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of ChassisSim which has not been stated expressly in these Terms and Conditions.
13. Disclaimer and Limitation of Liability
The Services relate to use and enhancement of the performance of motor vehicles. Motor vehicles are inherently dangerous, especially when being used inappropriately or being pushed to the limit in motorsport racing. Motor sport is an inherently dangerous recreational activity. The use of ChassisSim's software to enhance or alter a motor vehicle for increased performance can lead to injuries and disabilities and, in some circumstances, fatalities due to circumstances beyond ChassisSim's control. ChassisSim is only a simulator and cannot predict or in any way alter driver behaviour/error, weather conditions, mechanical failure or any other external influence on a motor vehicle. The user and any recipients of information obtained from this site or any simulator provided by ChassisSim acknowledges that the use of the Services to alter motor vehicles contains obvious and inherent risks especially when coupled with motor sports, which is a dangerous recreational activity, and motoring, in general. The user also acknowledges they will be using this strictly for motor sport use only. The user also acknowledges they will never use ChassisSim for a car being used on a public road.
While ChassisSim has made every effort to ensure that the information contained on this site is free from error, ChassisSim does not warrant that the Content or Services are current, complete, correct or free from error. ChassisSim accepts no responsibility and will not be held liable for any errors or inaccuracies contained in the Content or Services and makes no representation concerning the completeness, truth, accuracy or suitability for any particular purpose of the Content and Services.
ChassisSim accepts no responsibility and will not in any circumstances be held liable in any way for any loss, damage or injury (including loss, damage or injury which occurs to third parties) whatever its cause, whether in contract, at common law, statute or in equity or on any other basis, arising from, in connection with the use of or reliance on, this site, its Content or the Services by any person.
You and your organisation and any third parties that you provide any information to from this site accept all risk and responsibility for all liability, loss, damage and any other consequences howsoever caused (whether by negligence, breach of contract, statute or otherwise) arising directly or indirectly from your use of this site, its Content or the Services.
To the maximum extent permitted by law, ChassisSim excludes all liability to any person, whatsoever its cause (whether by negligence, breach of contract, statute or otherwise) arising directly or indirectly or in any way connected with these Terms and Conditions, your the use of this site, the Services or any Content available on it.
ChassisSim's liability for breach of any implied warranties or conditions in respect of the Services which cannot be excluded is limited, at its option, to:
the supply of the Service again; or
the payment of the cost of having the Services supplied again.
To the maximum extent permitted by law, ChassisSim will not be liable for any indirect, consequential, incidental or special damages or loss of profits or revenue arising from any use of the Services or from any act or omission on its part.
You agree to release ChassisSim, its successors and assigns, as well as its officers and agents from all actions, claims, demands and causes of action which you may have against ChassisSim, its officers or agents in respect of, arising out of or resulting from these Terms and Conditions, your use of the site or the Services.
14. Indemnity
You agree to indemnify and hold harmless ChassisSim from and against:
all liability, losses, damages, expenses or costs incurred by ChassisSim arising from or in connection with your use of the Services or breach of these Terms and Conditions; and
any claims, actions or demands, including legal fees, alleging or resulting from your use of this site, the Services or your breach of these Terms and Conditions.
15. Termination
ChassisSim may at any time, at its sole discretion, terminate your access to the Services if:
you breach these Terms and Conditions;
any payment due from you to ChassisSim remains unpaid for a period of 14 days;
you are suspected or found to have engaged in inappropriate or fraudulent activity in connection with the use of the Services;
ChassisSim is unable to verify or authenticate any information you provide to it;
ChassisSim is required to do so by law; or
ChassisSim believes that your actions may result in legal liability.
On termination of your access to the Services, the legal agreement which these Terms and Conditions form is terminated.
Termination of these Terms and Conditions does not affect any accrued rights or remedies of either party.
Clauses 12, 13 and 14 will survive termination of these Terms and Conditions.
16. External Links
This site may contain links to other websites. ChassisSim has no responsibility or liability for the availability or accuracy of any of these links. Please review the privacy policies and the terms and conditions of these links prior to using them.
17. Disclosure and Other Communication
ChassisSim reserves the right to send electronic mail to you for the purpose of informing you of changes or additions to the Services and may contact you by telephone or mail regarding the Services.
18. General provisions
The law in force in the State of New South Wales governs these Terms and Conditions. You:
irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and any courts that may hear appeals from those courts in respect of any proceedings in connection with these Terms and Conditions; and
may not seek to have any proceedings removed from the jurisdiction of New South Wales on the grounds of forum non conveniens.
No term of these Terms and Conditions is to be construed so as to give rise to a relationship of employer and employee, principal and agent, franchisor and franchisee, joint venturers, principal and independent contractor, trustee and beneficiary or partnership (Proscribed Relationship). You must ensure that you do not conduct yourself so as to hold out, or otherwise represent, that a Proscribed Relationship exists.
The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the parties to be bound by the waiver.
Any provision of these Terms and Conditions which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid or enforceable, and is otherwise capable of being severed to the extent of the invalidity or enforceability, without affecting the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.
The indemnities and releases in these Terms and Conditions are continuing obligations independent from the other obligations of the parties under these Terms and Conditions and will continue after these Terms and Conditions end. Any other term which by its nature is intended to survive termination of these Terms and Conditions survives termination of these Terms and Conditions.
You must pay to ChassisSim immediately on demand all costs, charges and expenses (on a solicitor and own client basis) incurred by ChassisSim in enforcing or attempting to enforce all or any of its rights, powers or remedies under these Terms and Conditions or at law or otherwise in connection with collecting or recovering all or any money now or in the future owing by the you to ChassisSim.
You must not assign your rights under these Terms and Conditions without the prior written consent of ChassisSim.
These Terms and Conditions constitute the entire agreement between you and ChassisSim in relation to the Services and Content, and these Terms and Conditions replace any prior agreements or representations between you and ChassisSim in relation to the Services.
Any rights and remedies that a person may have under these Terms and Conditions are in addition to and do not replace or limit any other rights or remedies that the person may have.
