Terms of service

When you subscribe to one of our Plans, you (the Customer) enter into a contract with us (Engaged). It is a legal document that details the terms of service that we will provide and the responsibilities of each party. By using the Subscription Service, you are agreeing to these terms.

This following agreement outlines the meaning of key terms in the agreement (Definitions), and describes the commercial terms of the Subscription Service (Commercial Terms), and other legal terms (Legal Terms).

Definitions
1. "Agreement" means these Customer Terms of Service and all materials referred to in here.
2. "Billing Period" means the period for which you agree to prepay fees for a Plan, which will be the same or shorter than the Subscription Terms as specified in the Order Form for the Plan.
3. "Confidential Information" means all information provided by you or us ("Discloser") to the other ("Receiver"), whether orally or in writing that is designated as confidential. Confidential Information will includes Customer Data and information about the Discloser's business plans, technical data and the terms of the Order. Confidential information does not includes any information that is generally known to the public.
4. "Customer Data" means all information that you submit or collect via the Subscription Service.
5. "Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
6. "Order" or "Order Form" means the Engag3d form or online subscription process by which you agree to subscribe to the Subscription Service.
7. "Sensitive Information" means credit or debit card numbers, personal financial account information, and personal identifiers.
8. "Subscription Fee" means the amount you pay for the Subscription Service.
9. "Subscription Service" means our web-based platform and tools that you have subscribed to by an Oder Form or that we otherwise make available to you, and are developed, operated and maintained by us, accessible via http://engag3d.com or another designated url, or any ancillary products and services, including website hosting, that we provide to you.
10. "Subscription Term" means the initial term of your subscription to the applicable Plan (Subscription Service).
11. "Users" means your employees, representatives, consultants, contractors or agents who are authorised to use the Subscription Services for your benefit and have unique user identifications and passwords for the Subscription Service.
12. "Engag3d", we", "us", or "our" means the applicable contracting entity as specified in Order Form.
13. "You", "Your" or "Customer" means the person or entity using the Subscription Service identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
Commercial Terms
1. Access. During the Subscription Term, we will provide you access to use the Subscription Services as described in this Agreement and the applicable Order. We might provide some or all elements of the Subscription Service through third party service providers.
2. Availability. We will attempt to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
3. Fees. The Subscription Fee will remain fixed during the Subscription Term unless you upgrade your Plan. All fees are due and payable in advance through the Subscription Term. If you are an Engag3d Partner that purchases on behalf of your client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
4. Payment. You authorise us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorise us to used a third party to process payments, and consent to the disclosure of your payment information to the third party. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes can be made on your Billing Page within your Engag3d account. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as provided for in this Agreement.
5. Sales Tax. All fees are exclusive of taxes, which we will charge you according to your use of the Subscription Service. You shall have no liability for any taxes based on our gross revenues or net income. If you are located in the European Union, all fees are exclusive of VAT and you represent that you are registered for VAT purposes in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there was no deduction or withholding.
6. Use and Limitations of Use. You will not use the Subscription Service in any manner that damages, disables, or overburdens, or impairs our website or interferes with any other party's use of the Subscription Service. You will not attempt to gain unauthorised access to the Subscription Service, or access the Subscription Service other than through our interface, or use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this agreement. You will notify us immediately of any unauthorised use of your Users' identification and passwords or your account. You agree not to use the Subscription Service to collect, manage or process sensitive information.
7. Subscription Term. Your initial subscription period will be specified in your Order, and unless otherwise agreed, your subscription will automatically renew for the same subscription period. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the Plan. The Subscription Term will end on the expiration date of the Plan and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using the Plan during the Subscription Term.
8. Subscription Termination. Either party may terminate this agreement by providing 30 days notice to the other party, or immediately if the other party becomes subject of a petition in bankruptcy or any proceeding relating to insolvency, business liquidation or assignment for the benefit of creditors. We may also terminate this agreement if we determine that you are acting, or have acted, in a way that has or may negatively reflect on us or affect us, our prospects, or our customers.
9. Subscription Suspension. We may suspend any User's access to any or all Subscription Services without notice for violating local, state, federal or foreign laws or regulations in this agreement. We may also suspend any User's access for non-payment within ten (10 days) of issuing you a notice of non-payment. We will not suspend the account while you are disputing the applicable charges reasonably and in good faith. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
10. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you copies of all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a re-activation fee. Thirty days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our control.
Legal Terms
1. Customer Data. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service to you and only as permitted by applicable law and this agreement. If you have engaged with an Engag3d Partner, we may monitor your partner's activity with your Engag3d account and make information related to your subscription available to your partner for the purposes of managing and improving the Engag3d Partner Program. We will not use Contact Information for our own marketing programs.
2. Aggregate Data. We may monitor use of the Subscription Service for all of our customers and use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provide that such information does not incorporate any Customer Data and/or identify you. We may use Customer Data as part of internal data processes to develop and improve processes. Within these internal data processes, in no event will Customer Data be disclosed, included or provided to other customers or third parties. Any data provide to customers or third parties will only be in an aggregated and anonymous manner. We will maintain commercially appropriate administrative, physical and technical safeguards to protect Customer Data.
3. Engag3d Proprietary Rights. This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this agreement. Intellectual property laws protect the Subscription Service. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Engag3d Subscription Service in whole or in part, by any means, except as expressly authorised in writing by us.
4. Customer Proprietary Rights. As between the parties, you own and retain all rights to the Customer Materials and Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service to you and as permitted by this agreement.
5. Confidentiality. The Receiver will protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature but with no less than reasonable care. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state or local law, statute, rule or regulation, subpoena or legal process.
6. Publicity. You grant us the right to add your name and company logo to our customer list and website.
7. Indemnification. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an Action) brought against us (and our offices, directors, employers, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of unauthorised of illegal use of the Subscription Service by you, your non-compliance with or breach of this agreement, your use of third party products, or the unauthorised use of the Subscription Service.
8. Disclaimer of Warranties. We and our agents make no representations or warranties about the suitability, reliability, availability, timelines or accuracy of the Subscription Service and data made available from the Subscription Service. Application Programming Interfaces (APIs) may not be available at all times. To the extent permitted by law, the Subscription Service is provided "as is" without warranty or condition of any kind. We disclaim all warranties and conditions of any kind.
9. Amendments. We may update and change any part of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service. If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://engag3d.com/terms-of-service
10. Force Majeure. Neither party will be responsible for failure or delay of performance if cause by: an act of war, hostility, act of God, electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11. Relationship of the Parties. You and we agree that no joint venture, partnership or agency relationship exists between us.
12. Severability. If any part of this agreement of an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
13. Notices. All notices must be sent by email or letter to the addresses below:
  
  Email: customer@engag3d.com
  
  United States mailing address
  Engag3d, Inc.
  2035 Sunset Lake Road, Suite B-2,
  Newark, Delaware 19702
  
  Australia mailing address
  Engag3d Pty Ltd
  24 Tuckeroo Parade,
  North Lakes, Queensland 4509
  
  Last updated: 1 January 2021