SiteMinder Preview and Pilot Terms and Conditions

1. Introduction

1.1 The SiteMinder product or service preview and pilot (Preview and Pilot) is provided by SiteMinder Limited ACN 121 931 744 of 88 Cumberland Street, The Rocks NSW 2000, Australia (trading as SiteMinder) ("SiteMinder", "we", "us" and "our").

1.2 By accessing or using the Preview and Pilot or any related service, tool or application, you agree to these terms and conditions ("Terms").

1.3 If you do not agree with these Terms, you are not permitted to access or use the Preview and Pilot.

1.4 Personally identifiable information collected about you by or for the Preview and Pilot is treated in accordance with our Privacy Policy, available at https://www.siteminder.com/legal/privacy/, which is hereby incorporated into these Terms by reference, and you expressly consent to the use of your personal information in accordance with the Privacy Policy.

1.5 We may amend these Terms from time to time without notice to you. The Terms that apply, are the terms in force at each time you access or use the Preview and Pilot. Please check these Terms every time you wish to use the Preview and Pilot to ensure you understand the terms that apply to you at such time.

2. Nature of the Preview and Pilot

2.1 The Preview and Pilot is provided to you free of charge for a limited time to test and evaluate SiteMinder’s products and services.

2.2 We may, in whole or in part, in any manner and in our sole discretion without notice:

  1. terminate;
  2. suspend or restrict the availability of;
  3. update, modify or change, the Preview and Pilot. You are responsible for configuring your technology to access it.

2.3 We will not be liable if, for any reason, all or any part of the Preview and Pilot is unavailable.

2.4 You must only access the Preview and Pilot through a username and password or other portal approved or provided by SiteMinder (Access).

2.5 We may monitor and record all or any part of the Access for any purpose including security, functionality, product or service development and potential breaches of these Terms.

2.6 You are entirely responsible for maintaining the confidentiality of your username and password. You must not share your username or password with any third party and agree to notify us immediately of any breach or suspected breach of confidentiality or unauthorised use.

2.7 You must log out of the Preview and Pilot at the end of each session.

2.8 You agree that you are solely responsible for all activities connected to your Access and indemnify us in respect of any loss or damage we incur as a result of your use or access to the Preview and Pilot.

2.9 We may terminate your Access if we believe that you have failed to comply with these Terms.

3. Disclaimers

3.1 The Preview and Pilot is provided on an "as is" and "as available" basis without any other warranty or condition, express, implied or statutory to the maximum extent permitted by law.

3.2 We specifically disclaim any express or implied warranties of merchantability, security, accuracy, quality, reliability, availability or fitness for a particular purpose to the maximum extent permitted by law.

3.3 We do not guarantee that the Preview and Pilot will be free from bugs, viruses or errors. You should use your own security and virus protection software.

3.4 In no event will we be liable to you for loss or damage of any kind (including Consequential Loss) arising out of or in connection with your Access.

3.5 "Consequential Loss" means:

  1. loss of revenue, profits or savings (actual or anticipated);
  2. loss of contracts or opportunities;
  3. loss of, or damage to, goodwill or reputation;
  4. loss arising from damage to credit rating or increased financing costs;
  5. loss of data or corruption of data;
  6. loss arising from business interruption or loss or damage resulting from wasted managed time; and
  7. any indirect, special, economic, incidental or consequential loss or damage, howsoever arising, whether based in contract (including under any indemnity), in tort (including negligence), in equity, under the provisions of any law or otherwise.

3.6 Nothing in this clause 3 affects any liability which cannot be excluded or limited under applicable laws.

4. Prohibited uses

4.1 You must not use the Preview and Pilot:

  1. other than for the legitimate purpose of evaluating SiteMinder’s products and services as a customer;
  2. for your own commercial purposes other than as expressly approved by these Terms;
  3. to download, store, reproduce, distribute, display, transmit or publish any of its content without first obtaining SiteMinder’s approval;
  4. to licence, sub-license, sell, re-sell, rent, lease, transfer, distribute or otherwise make available to any other person or third party;
  5. to disassemble, reverse engineer, decompile or modify it, or otherwise create any derivative work;
  6. to develop a product or service that competes with SiteMinder’s products or services (determined by SiteMinder in its sole discretion);
  7. to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs;
  8. to disrupt the security, integrity or operation of the Preview and Pilot or SiteMinder’s systems;
  9. to copy or modify any copyright;
  10. in any manner that could disable, overburden, damage, or impair it or to engage in any other conduct that restricts or inhibits its use; or
  11. in any way that violates any applicable federal, state, local or international law or regulation.

4.2 Additionally, you agree not to:

  1. use any robot, spider or other automatic device, process or means to access the Preview and Pilot for any purpose, including monitoring or copying any of the material displayed in the Preview and Pilot;
  2. introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
  3. attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Preview and Pilot, the server on which the Preview and Pilot is stored, or any server, computer or database connected to the Preview and Pilot;
  4. attack the Preview and Pilot via a denial-of-service attack; or
  5. otherwise attempt to interfere with the proper working of the Preview and Pilot.

4.3 We may report any of the activities above to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to access or use the Preview and Pilot will cease immediately.

5. Confidential information and Intellectual Property Rights

5.1 The Preview and Pilot (including all information, text, displays, images, video, audio, source code, user interfaces, designs, drawings, concepts, models, samples, data, reports, manuals, systems, technology, processes, applications, hardware, algorithms, templates, objects, methodologies and documentation included in or generated by it) and its existence is SiteMinder’s confidential information (Confidential Information) and you acknowledge that the Confidential Information is of significant commercial value to us.

5.2 You acknowledge and agree that any unauthorised disclosure of the Confidential Information may cause irreparable injury, loss or damage to SiteMinder. As such, you must:

  1. keep the Confidential Information secret and strictly confidential at all times;
  2. establish and maintain effective security measures to safeguard the Confidential Information from access or use not authorised by SiteMinder;
  3. keep the Confidential Information under your control;
  4. immediately notify SiteMinder of any suspected or actual unauthorised use, storage, copying, release or disclosure of the Confidential Information;
  5. immediately take steps to prevent or stop the unauthorised use, storage, copying, release or disclosure of Confidential Information; and
  6. give any assistance reasonably requested by SiteMinder in relation to any proceedings SiteMinder may take against any person for unauthorised use, storage, copying or disclosure of the Confidential Information.

5.3 You must not:

  1. publicly display, publish, distribute or disclose the Confidential Information to any other party (other than to an Australian government agency as required by law after first notifying us in writing);
  2. make use of the Confidential Information to the commercial, financial or competitive disadvantage of SiteMinder; or
  3. create, or cause or permit to be created, a document or other record in any form that reproduces, is based on, utilises or relates to the Confidential Information.

5.4 All rights, title and interest in the Intellectual Property Rights are owned exclusively by SiteMinder and nothing in these Terms transfers any Intellectual Property Rights to you.

5.5 "Intellectual Property Rights" means all intellectual property rights in the Preview and Pilot, including but not limited to the following rights:

  1. patents, copyright, rights in circuit layouts, registered and unregistered designs, trade marks, domain names, business names, collective works; and
  2. any application or right to apply for registration of any of the rights referred to in paragraph (a).

6. General

6.1 These Terms are governed by the laws of New South Wales, Australia and all disputes will be settled under the exclusive jurisdiction of the courts of New South Wales.

6.2 If any provision of these Terms is held to be invalid or unenforceable, such provision will be severed and the remaining provisions will remain in full effect.

6.3 We may assign our rights and obligations under these Terms in our sole discretion.

6.4 Headings are for reference purposes only.

6.5 Our failure to act on a breach of these Terms does not waive our right to act on subsequent or similar breaches.

6.6 These Terms contain the entire understanding and agreement between you and us regarding the Preview and Pilot