CargoMax End User Licence Agreement

This agreement was last updated on 26.11.2025.

1. General

1.1 Acceptance of this agreement

(a) This agreement applies to any individual or organisation (you) who accesses or uses (including under an Explorer Licence or an Individual Licence) the Platform (available through the Website as a downloadable Windows desktop or mobile application) operated by CargoMax Pty Ltd ABN 93 626 171 051 (CargoMax, we, us, our).

(b) Whether you are simply browsing or hold a Platform user account (Account), by accessing or using the Platform, you acknowledge that you have read, understood, acknowledge and agree to be bound by this agreement.

1.2 No additional provisions

Any additional terms and conditions promulgated by a party will not form part of this agreement and will have no force or effect unless accepted expressly in writing by the other party.

1.3 Eligibility

(a) Subject to clause 1.3(c), the Platform is intended solely for users who are 18 years of age or older. You must not use the Platform if you are under the age of 18.

(b) You may not access or use the Platform (whether under an Explorer Licence or Individual Licence) if you are located in any of the Excluded Countries. If you are seeking to access or use the Platform under an Individual Licence, you may only do so if you are located in one of the Included Countries.

(i) this agreement is agreed by and entered into by your parent or legal guardian on your behalf;
(ii) your parent or legal guardian is responsible for all your acts and omissions in respect of the Platform, as though they committed such acts and omissions; and
(iii) your parent or guardian has oversight of, and access to, your Account.

2. Accounts

2.1 Creating your Account

(a) In order to access any of the features of the Platform, you will need to create an Account. You may create and register an Account by following the process described on the Website and in the Platform.

(b) By creating an Account, you represent and warrant that:

(i) all information you submit when you create your Account and as set out in your Account is accurate, current and complete; and
(ii) you will keep your Account information accurate, current and complete.

(c) In creating your Account, you must indicate if you will be accessing and using the Platform under an Explorer Licence or an Individual Licence.

2.2 Authorised use

(a) You must use the Platform strictly in accordance with the terms of this agreement.

(b) Subject to clause 1.3(c), you are responsible for ensuring all Login Credentials are: used only by you (ie not shared with anyone else); and kept secure and confidential.

(c) You must promptly notify CargoMax of any unauthorised use or disclosure of your Login Credentials, or any actual or potential breaches of security which may affect you or your access to Platform, and CargoMax will reset or replace (as the case may be) the relevant Login Credentials or take such other action as CargoMax deems appropriate.

(d) You acknowledge and agree that you are responsible for all use of the Platform via your Login Credentials.

3. Access and use of the Platform

3.1 Grant of Licence

Subject to clause 3.2, CargoMax grants to you a non-exclusive, revocable, non-transferable licence for the Term to:

(a) access and use the Platform on the Licensed Devices;

(b) download and install the Platform as a computer software application or mobile application; and

for the Permitted Purpose only, in accordance with the terms of this agreement (Licence), whether as an Explorer Licence or as a paid subscriber under an Individual Licence.

3.2 Restrictions and special acknowledgments

You agree the Licence is subject to the following restrictions:

(a) the Licence expressly excludes a right of sublicence in respect of the Platform;

(b) you must not develop, use, or make available the Platform or any Documentation to any other third party, without CargoMax’s prior written consent;

(c) CargoMax’s ownership of the Intellectual Property Rights in the Platform and the Documentation is not altered by this agreement; and

(d) the Licence excludes any entitlement to Platform Enhancements, which CargoMax may provide in its sole discretion.

3.3 Limited Licence

(a) You acknowledge and agree that the rights granted to you under the Licence are expressly limited to the rights stated in clause 3.1. To the fullest extent permitted by Law, all implied rights in relation to the Licence are excluded.

(b) If you hold an Explorer Licence, you acknowledge and agree that you may be unable to access or use some features of, or content in, the Platform (such as, the Paid Features).

4. Availability, Platform Enhancements and interruptions

4.1 Availability

(a) CargoMax will use its best endeavours to provide access to the Platform on a continuous basis during the Term (unless the parties expressly agree otherwise in writing), with the exception of unavailability caused by events described in clauses 4.2 and 4.4.

(b) Except as expressly provided in this agreement or otherwise agreed in writing, CargoMax makes no warranty, and has no obligation to you to ensure the Platform is:

(i) free of errors, defects or vulnerabilities;
(ii) available for use at any given time; or
(iii) compatible with any infrastructure, IT systems, websites, webpages or web content (including add-ons and widgets) you choose to access the Platform.

(c) Subject to any contrary terms agreed between the parties in writing, CargoMax does not, and is not obligated to, provide you with any technical or other support for the Platform.

4.2 Platform Enhancements

(a) If CargoMax decides to make Platform Enhancements available to you, CargoMax will take reasonable steps to notify you by email.

(b) Platform Enhancements may require you to manually download and install those updates on the Licensed Devices.

4.3 Suspension

(a) CargoMax may temporarily suspend (in part or whole) your access to the Platform if:

(i) there is a malfunction, fault or breakdown of any of CargoMax’s systems or if CargoMax is required to undertake repair, maintenance or service of any part of the Platform;
(ii) CargoMax is required by Law to do so;
(iii) an event of Exceptional Circumstance occurs, which affects or may affect CargoMax’s ability to provide the Platform;
(iv) there is a Claim made that you have infringed the rights of any person in connection with your use of the Platform;
(v) there is a Claim made that exposes CargoMax to Liability or prosecution for an offence or Liability to a statutory prosecution arising from your conduct or the conduct of anyone using your Account;
(vi) CargoMax determines you are in breach of this agreement including where you have failed to meet your obligations under clauses 5.1 or 5.2;
(vii) CargoMax determines that your Login Credentials or Account have been accessed or used by a third party (other than your parent or legal guardian, if you are under the age of 18);
(viii) CargoMax determines that you have permitted, facilitated or otherwise enabled any party other than yourself or (if you are under the age of 18) your legal parent or guardian to use the Platform using your Licence, Subscription Plan, Account or Login Credentials; or
(ix) CargoMax determines that you have downloaded or extracted mass amounts of CargoMax Data.

(b) Suspension in accordance with clause 4.3(a) will not affect any right which accrue prior to, or after, suspension of CargoMax’s obligations under this agreement.

4.4 Downtime and limitations

You acknowledge and agree that:

(a) access to the Platform may occasionally be limited due to Scheduled Maintenance;

(b) access to the Platform is reliant upon various factors outside of CargoMax’s control, including without limitation: events of Exceptional Circumstance; or the outage of any third party provider’s software or infrastructure upon which CargoMax’s Platform is reliant, your internet service provider, telecommunications provider or equipment used to access the Platform. While CargoMax will use reasonable endeavours to ensure you have continuous access to the Platform in accordance with clause 4.1, CargoMax will not be Liable to you or any other person for any Claim or to any other extent for Loss or damage caused by such factors; and

(c) CargoMax’s ability and obligation to provide access to the Platform is subject to you complying with your obligations under this agreement.

4.5 Notice

In the event that access to the Platform is suspended in accordance with clause 4.2, CargoMax will endeavour to provide you with prior written notice where it is reasonable and practicable to do so in CargoMax’s opinion.

5. Cooperation

5.1 Mutual obligations

Each party must promptly notify the other party of any unauthorised use of the other party’s Intellectual Property Rights.

5.2 Your obligations

(a) You must promptly notify CargoMax of any:

(i) unauthorised access or use of the Platform, or your Login Credentials;
(ii) interruptions to use of the Platform (whether in part or as a whole), errors or other problems experienced by you when using the Platform; and
(iii) event or incident that is likely to or will impact on access and use of the Platform, or any other obligation of CargoMax.

(b) You must (in the manner permitted by the Licence):

(i) provide CargoMax with all information and cooperation reasonably necessary to enable CargoMax to provide the Platform, and comply with your obligations under this agreement;
(ii) ensure you:
- (A) before using the Platform, read, understand, and become familiar with any Documentation provided by CargoMax in respect of using the Platform correctly for the intended use purposes;
- (B) unless you hold an Explorer Licence, are suitably trained or qualified to conduct the duties of a professional marine surveyor or trained marine personnel or are otherwise supervised by fully qualified and certified marine surveyors or marine personnel;
- (C) implement the correct use of the Platform in accordance with the Documentation; and
- (D) comply with CargoMax’s reasonable directions in relation to the use of the Platform;
(iii) promptly notify CargoMax of any event or incident that is likely to or will impact on access and use of the Platform, or any other obligation of CargoMax; and
(iv) comply with CargoMax’s reasonable directions in relation to the use of the CargoMax IP.

(i) upload to the Platform only data or information that is requested by, required for, or specifically relevant to, the Platform;
(ii) not upload or enter any data or information other than that described in clause 5.2(c)(i); and
(iii) amend and update Personal Information contained within, or provided in relation to, the Platform, where it is incomplete, inaccurate or out of date.

6. Platform subscription terms

6.1 Subscription process (Individual Licence)

You may purchase any of the subscription plans offered on the Website for the use and access of the Platform for an Individual Licence (Subscription Plan). This section 6 only applies if you purchase a Subscription Plan or hold an Account under a Subscription Plan. The inclusions, features and limitations of each Subscription Plan are detailed on the Website.

6.2 Term

The Subscription Period:

(a) commences on the Commencement Date and continues for one Subscription Period; and

(b) automatically and continuously renews for consecutive Subscription Periods, on the same terms, until: the Subscription Plan is cancelled in accordance with the Platform or Documentation; or this agreement is otherwise terminated in accordance with its terms.

(c) You may cancel the Subscription Plan at any time, via the desktop application (this functionality is not available on the mobile application).

(d) If you cancel your Subscription Plan:

(i) this agreement remains on foot until the end of the current Subscription Period, after which this agreement terminates automatically and no longer applies to your use of the Platform;
(ii) your Account will revert to a free Account and you will no longer have access to the Paid Features;
(iii) all Subscription Fees payable for the Subscription Period are immediately due and payable;
(iv) CargoMax will not issue a refund for any Subscription Fees paid prior to termination and CargoMax is entitled to retain all prepaid Subscription Fees;
(v) archived work created using the Subscription Plan is retained but locked and no longer usable; and
(vi) the other provisions of this agreement remain on foot.

6.3 Subscription Fees

(a) By registering for a Subscription Plan, CargoMax will automatically charge the Subscription Fees to your credit card or direct debit account provided in accordance with the billing schedule selected on the Platform.

(b) You agree to comply with the Payment Processing Provider’s terms and conditions as a condition of registering for a Subscription Plan.

(c) Unless stated otherwise, the Subscription Fees are exclusive of the applicable Tax. You must pay CargoMax an additional amount equal to the amount of Tax relating to CargoMax’s taxable supply (if any) at the same time you pay the Subscription Fees or other consideration for the supply.

(d) From time to time, CargoMax may offer the Subscription Plan on a free trial basis, in which case, the Subscription Fees will not be charged until the trial period expires.

(e) If the automatic charge fails for any reason and the Subscription Fees remain unpaid after 14 days of CargoMax notifying you of the failed charge, CargoMax may suspend your access to the Platform.

6.4 Change to Subscription Fees

CargoMax may increase the Subscription Fees with 30 days’ notice. In the event you decide to terminate this agreement as a result of a price increase under this clause 6.4, you may terminate within the 30 days after the price increase announcement in accordance with the Platform or Documentation (in which case the termination will take effect on the expiry of the then-current Subscription Period).

6.5 Access to Paid Features

In consideration of the Subscription Fees, CargoMax grants you a limited, non-exclusive, royalty-free, non-sublicensable, non-transferable right to access and use the features, functionalities, information, materials or information available under the relevant Subscription Plan (Paid Features).

7. Warranties

7.1 Mutual warranties

Each party warrants to the other that it:

(a) will perform its duties under this agreement with care, skill and diligence, and in accordance with all applicable Laws; and

(b) has full power and authority to enter into this agreement.

7.2 Your warranty

You warrant to CargoMax that:

(a) all Login Credentials and Personal Information you provide to CargoMax whether directly or through the Platform are current, true, accurate and complete;

(b) you have all necessary ownership or licence rights, consents or approvals to upload the Customer Data to the Platform, and to grant the rights under clause 9.2;

(d) you will comply with all applicable Laws in connection with the access to or use of the Platform.

7.3 CargoMax’s warranty

CargoMax warrants to you that CargoMax has the full right and title to enter into this agreement and to grant the rights it sets out to you.

7.4 Limitation of liability for warranty

Notwithstanding clause 13.3(a), to the extent a court of law has determined CargoMax is in breach of its warranty in clause 7.3 of this agreement, your remedy for this breach is limited (at the option of CargoMax) to CargoMax:

(a) providing functionally equivalent non-infringing Platform to you;

(b) obtaining a licence for your benefit from the relevant third party for you to continue using the Platform; or

8. Indemnity

You indemnify CargoMax (and its Personnel), and will keep indemniﬁed and hold CargoMax (and its Personnel) harmless, against any:

(a) Claims (or alleged Claims) against CargoMax (or its Personnel); or

(b) Loss suffered by CargoMax in connection with this agreement,

including arising in relation (in part or in whole) to:

(d) your use of the CargoMax Data in contravention of this agreement;

(e) error, inconsistency or failure in Outputs;

(f) your acts or omissions, including instructions provided to CargoMax by you or people on your behalf;

(g) any unavailability of the Platform;

(h) an infringement of a third party’s Intellectual Property Right caused or contributed to by you or your use of the Platform; or

(i) any fraud or wilful misconduct of you.

9. Intellectual Property Rights and data

9.1 CargoMax Background IP and CargoMax Data

(a) No rights of ownership to CargoMax Background IP or CargoMax Data are transferred under this agreement, and all such rights remain with CargoMax.

(b) CargoMax grants to you a perpetual, non-exclusive, irrevocable, royalty-free licence (subject to clause 6.3) to use the Intellectual Property Rights in CargoMax Background IP and CargoMax Data comprised in the Outputs or any Materials provided by CargoMax to you.

9.2 Customer Background IP and Customer Data

(a) You grant to CargoMax a non-exclusive, non-transferable, royalty-free licence to use the Customer Background IP and Materials provided to CargoMax for the purposes of the Licence and performing obligations under this agreement, for the Term.

(b) CargoMax must not use or disclose Customer Data other than as set out in our privacy policy, unless expressly permitted in writing by you.

(c) You grant to CargoMax a non-exclusive, non-transferable, worldwide, royalty-free, perpetual and irrevocable licence to use, copy, transmit, store, analyse and back-up the Customer Data for the purposes of:

(i) performing CargoMax’s obligations under this agreement, or any other agreement with you or any other customer;
(ii) including user created vessels (limited to the vessel particulars and hydrostats data) within CargoMax’s global database of vessels, for the use and exploitation of CargoMax;
(iii) generating aggregated and de-identified data that may be used for the purposes of protecting, improving and developing the Platform (including to train artificial intelligence models).

(d) If we receive any Claim by a third-party alleging that our use of Customer Data or the Customer Background IP in accordance with this agreement, infringes the Intellectual Property Rights of that third-party, you must (if requested by CargoMax and without limiting your indemnity obligations at section 8 above) procure the necessary licences, authorisations, permissions, consents, waivers, or other requirements to enable CargoMax to use such Customer Data or Customer Background IP in accordance with, and as contemplated under, this agreement.

(e) We will take reasonable steps to maintain appropriate data security controls to protect the Customer Data, however you acknowledge and agree that Internet-based platforms (such as, the Platform) are never 100% secure and you use the Platform at your own risk.

9.3 Provision and ownership of New IP

(a) You acknowledge that CargoMax creates regular Platform Enhancements, in which new Intellectual Property Rights may subsist.

(b) Upon creation, all New IP will be owned by, and assigned to, CargoMax.

9.4 Provision and ownership of Outputs

(a) Upon creation, all Outputs will be owned by, and assigned to, CargoMax.

(b) CargoMax grants to you a non-exclusive, non-transferable, royalty-free, perpetual licence to use, re-use, modify and publish the Outputs for the Permitted Purpose.

9.5 Prohibited activities

Unless otherwise expressly authorised in writing by CargoMax, you will not:

(a) reverse engineer, reverse assemble, disassemble or decompile the CargoMax Background IP or Platform;

(b) reproduce, or otherwise modify or adapt the Platform to create any derivative works based on the CargoMax Background IP or Platform;

(c) use the CargoMax Background IP or Platform (or permit it to be accessed or used) in any way other than in a manner expressly permitted by this agreement;

(d) attempt to gain unauthorised access to any Materials or data, other than that which you have been given express permission to access;

(e) alter, amend, remove or obscure any copyright notice, trade mark, or other proprietary rights notice displayed on or embedded in the Outputs;

(f) use any robots, spiders, crawlers, scrapers or other automated means or processes to access, collect, download, copy, extract or use data or any Materials from the Platform for any purpose;

(g) distribute computer viruses, worms, Trojan horses or other malicious code through the Platform;

(h) download, extract, copy or otherwise remove significant volumes of data or Materials from the Platform;

(i) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by CargoMax to protect the Platform and CargoMax Data (including any measures against mass extractions of data);

(j) permit the Platform to be accessed in any unauthorised way, including via interfaces (including exposing or ‘passing through’ an API or otherwise making the Platform accessible as an API); or

(k) use the CargoMax Background IP or Platform in a manner that:

(i) trains or attempts to train artificial intelligence or machine learning models;
(ii) is contrary to Law;
(iii) could infringe a third party’s Intellectual Property Rights;
(iv) could damage the reputation of CargoMax; or
(v) could expose CargoMax’s APIs to third parties.

10. Confidential Information

10.1 Disclosure

(a) A party must not, without the prior written consent of the other party, disclose the other party’s Confidential Information.

(b) Each party must take reasonable steps to ensure that its Personnel do not make public or disclose the other party’s Confidential Information.

(c) You must comply with all security regulations, procedures and directions given by CargoMax from time to time relating to CargoMax’s Confidential Information or access to its Confidential Information.

(d) A party is not in breach of this clause 10.1 in circumstances where it is legally compelled to disclose the other party’s Confidential Information.

(e) Notwithstanding any other provision of this clause 10.1, the parties may disclose the terms of this agreement (other than Confidential Information of a technical nature) to their respective Personnel.

10.2 Return of Confidential Information

Each party must on demand, and on termination or expiry of this agreement, return to the other party or destroy any Confidential Information supplied by the other party in connection with this agreement.

10.3 Publicity

(a) You agree CargoMax may promote your use of the Platform on CargoMax’s websites, responses to requests for proposals and external presentations for the purposes of promoting the Platform. CargoMax may also promote your use of the Platform in case studies and press releases, where your prior permission is obtained.

(b) This clause 10.3 survives termination or expiry of this agreement.

10.4 Non-disparagement

Each party (including its Personnel) must not disparage the other party (including the other party’s Personnel) or make any statement or publication, whether oral or in writing, directly or indirectly which does, or is likely to bring the other party (including the other party’s Personnel) into disrepute, ridicule or adversely affect their commercial interests, or otherwise take any action which could reasonably be expected to adversely affect their personal or professional reputation.

11. Privacy

11.1 Privacy Laws

(a) Each party agrees to comply with all applicable Privacy Laws in relation to any and all Personal Information that it collects from the other party in connection with this agreement.

(b) Without limiting clause 11.1(a), CargoMax will comply with the Privacy Laws as applicable in respect of Personal Information comprising the Customer Data which CargoMax collects, uses, stores, and discloses.

(c) Promptly upon becoming aware that an Eligible Data Breach of the Customer Data has occurred, a party will provide written notice of such breach and any material information available to it to the other party. Each party agrees to provide reasonable assistance required by the other party, if any, to investigate such Eligible Data Breach.

11.2 Access and complaints

You must promptly (and in any case, within 48 hours) notify CargoMax:

(a) if you receive a request from an individual for access to or correction of Personal Information that was disclosed to CargoMax by you in connection with this agreement, about the individual and comply with CargoMax’s reasonable directions regarding providing such access to the individual or correcting such Personal Information; and

(b) of any complaint from any person alleging a breach of the applicable Privacy Laws with respect to the Personal Information disclosed to CargoMax by you.

12. Disclaimer

12.1 Fundamental condition

The Platform and any information displayed on it or in the Documentation is general in nature, is provided for informational purposes only, and should not be relied upon by any person as legal advice or otherwise.

12.2 Important acknowledgements

Without limiting clause 12.1, you acknowledge and agree that:

(a) CargoMax is not responsible or Liable for the application, interpretation, usage or calculation of any data or Materials obtained from, or used in connection with, the Platform;

(b) the Platform is provided as an aid only to facilitate independent professional decisions and any measurements, calculations or reports generated using the Platform (including as comprised in the Outputs) is an estimate only and may not be wholly accurate;

(c) CargoMax has no obligation to verify the accuracy, integrity or reliability of any data contributed by other users of the Platform (such as, hydrostatic data);

(d) the Platform is not a substitute for, and is not intended to carry out the duties and responsibilities of, a professional marine surveyor or trained marine personnel and accordingly, it is your responsibility to independently verify the accuracy and reliability of the Outputs, CargoMax Data or any other Materials you use in connection with the Platform as, or under the supervision of, a fully qualified and certified marine surveyor;

(e) you use and rely on the Platform, CargoMax Data and Outputs solely at your own risk; and accordingly

(f) CargoMax will not be Liable in any way for (and is released from) any Loss (including any Loss incurred by any user of your Account) arising from any error, inaccuracy, incompleteness or other similar defect in:

(i) the Platform;
(ii) the Outputs; or
(iii) any application, interpretation, usage or calculation of any data or Materials obtained from, or used in connection with, the Platform,

for compliance, engineering or safety purposes or otherwise.

13. Liability

13.1 Exclusion of Liability

To the extent permitted by Law, in no event will either party be Liable:

(a) to the other party for Consequential Loss; or

(b) for Claims made by third parties arising out of or in connection with this agreement.

13.2 Implied terms

(a) To the full extent permitted by Law, any term which would otherwise be implied into this agreement is excluded.

(b) To the full extent permitted by Law, you acknowledge that the Platform (and all Documentation and Materials) is licensed by CargoMax on an ‘as is, as available’ basis and, subject to the express warranties and representations made in this agreement, CargoMax makes no warranties or representations as to the Outputs and the Platform (and anything else provided under the Licence).

(c) In the event any Law implies or imposes terms into this deed which cannot be lawfully excluded, such terms will apply, save that the Liability of CargoMax for breach of any such term will be limited in accordance with clause 13.3(b).

13.3 Limitation of Liability

(a) To the extent CargoMax is found Liable in connection with this agreement, its Liability will be limited (at the option of CargoMax) to any one or more of the following:

(i) re-supplying services to which the Liability relates or the supply of equivalent services; or
(ii) reimbursing you for paying someone else to supply the services which the Liability relates, up to the limit in clause 13.3(b).

(b) Subject to clause 13.4, to the extent that a party is Liable in connection with this agreement (whether in contract, under a right of indemnity, tort or statute), then that party’s cumulative Liability in the aggregate (to the fullest extent permitted by Law) will in no event exceed the sum of all Subscription Fees paid or payable by you under this agreement in the three months prior to the date upon which the Liability ﬁrst arose.

13.4 Proportionate reduction

A party’s Liability under this agreement will be reduced to the extent that the relevant Loss was caused or contributed to by the negligence or unlawful act or omission of the other party or its officers, employees, agents or representatives.

14. Termination

14.1 Termination for cause

Either party may terminate this Agreement immediately by written notice if the other party is:

(a) in breach of this agreement and that other party has failed to remedy the breach within 30 days of a written notice to it from the first party, specifying the breach and requiring it to be remedied; or

(b) in breach of this agreement and that breach is not capable of remedy, as reasonably determined by the first party.

14.2 Automatic termination

This agreement automatically terminates upon the later of:

(a) you permanently ceasing access or use of the Platform; and

(b) the cancellation of your Subscription Plan, or deletion of your Account.

14.3 Consequences of termination

Once this agreement terminates:

(a) you may no longer access the Platform;

(b) if you have an active Subscription Plan, the consequences of termination at clause 6.2(d) additionally apply; and

(c) unless otherwise agreed, each party must promptly return or (if requested to do so by other party) destroy all Materials or Confidential Information belonging to the other party in the first party’s possession or control;

(d) CargoMax may store the Customer Data for a period of 12 months after expiry or termination of this agreement;

(e) subject to clause 14.3(d), CargoMax may de-identify (ie remove any Personal Information contained in) any of the Customer Data stored on the Platform at the date of termination or expiry, and may continue to use that de-identified data for CargoMax’s own purposes (including but not limited to: providing and improving its services; developing new service or product offerings; and identifying business trends); and

(f) the following clauses survive termination or expiry of this agreement: 6.2(c) (consequences of termination), 9 (Intellectual Property Rights), 10 (Confidential Information), 10.3 (Publicity), 11 (Privacy), 12 (Disclaimer), 13 (Liability), and this clause 14.3.

14.4 No prejudice of rights

Termination will not prejudice or affect any right or action which has accrued or will thereafter accrue to either party.

15. Miscellaneous

15.1 Notices

The parties may give each other notice under this agreement by email or by post, at the address details specified below or otherwise notified to the other party from time to time. Any notice or other communication to or by any party must be in writing and in the English language.

CargoMax
Email: info@cargomax.pro

You
As notified by you to CargoMax.

15.2 Governing law and jurisdiction

This agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

15.3 Exercise rights

A single or partial exercise or waiver by a party of any right under or relating to this agreement will not prevent any other exercise of that right or the exercise of any other right.

15.4 Merger

If the liability of a party to pay money under this agreement becomes merged in any deed, judgment, order or other thing, the party liable must pay interest on the amount owing from time to time under that deed, judgment, order or other thing at the higher of the rate payable under this agreement and that fixed by or payable under that deed, judgment, order or other thing.

15.5 Moratorium legislation

Any Law which varies, prevents or prejudicially affects the exercise by a party of any right, power or remedy conferred on it under this agreement is excluded to the extent permitted by Law.

15.6 Assignment

(a) You must not assign, transfer or novate any of your rights or obligations (including your Account) under or relating to this agreement.

(b) CargoMax can assign its obligations in this agreement by providing you with 30 days’ prior written notice of such assignment.

15.7 Remedies cumulative

The rights and remedies under this agreement are cumulative and not exclusive of any rights or remedies provided by Law.

15.8 Severability

If a provision of this agreement is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction and the remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.

15.9 Further assurance

Each party must promptly at its own cost do all things (including executing and delivering all documents) necessary or desirable to give full effect to this agreement and the transactions contemplated by it.

15.10 Costs

Each party is responsible for all its own costs incurred in the negotiation and performance of this agreement including legal costs.

15.11 Variation

CargoMax may review and amend this agreement from time to time, by notifying you at least 14 days before the new version takes effect. Your continued use of the Platform after the effective date of any changes to this agreement will constitute your agreement to those changes effective from that date. If you do not agree with our proposed changes, you may cancel your Subscription Plan or (if you have an Explorer Licence) cease access or use of the Platform at any time.

15.12 Waiver

(a) A party’s waiver of a right under or relating to this agreement, whether prospectively or retrospectively, is not effective unless it is in writing and signed by that party.

(b) No other act, omission or delay by a party will constitute a waiver of a right.

15.13 Whole agreement

This agreement:

(a) is the entire agreement and understanding between the parties relating to the subject matter of this agreement; and

(b) supersedes any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.

16. Definitions and interpretation

16.1 Definitions

In this agreement:

Account has the meaning in clause 1.1.

Affiliate means in respect of a party, an entity that controls, is controlled by, or under common control with, that party.

API means application program interface, as that term is understood within the information, communications and technology industry.

CargoMax Background IP means all Intellectual Property Rights of CargoMax created or developed prior to or independently of this agreement or the provision of Platform by CargoMax to you, including such Intellectual Property Rights subsisting in the Platform, CargoMax Data, and the algorithms used by or comprised in the Platform.

CargoMax Data means all data, databases, information, Materials, templates, layouts and other data made available by CargoMax through the Platform, other than the Outputs and Customer Data.

Claim means, in relation to a person, any action, allegation, claim, demand, judgment, liability, proceeding, remedy, right of action or right of set-off made against the person concerned however it arises whether:

(a) it is present, unascertained, immediate, future or contingent;

(b) it is based in contract, tort, statute or otherwise; or

Commencement Date means the date of your first use of the Platform.

Confidential Information means, in relation to each party (for the purposes of this definition, Discloser), all information disclosed by or on behalf of the Discloser, concerning or relating to:

(a) know-how, trade secrets, ideas, marketing strategies, operational information, technical information and financial information;

(b) proprietary software tools, business processes, project management methodologies and tools, software testing and verification methods, solution architecture models and solutions;

(d) other information, which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential,

but excluding any such information:

(e) which is publicly known;

(f) which is disclosed to the other party without restriction by a third party (other than the Discloser) and without any breach of confidentiality by that third party; or

(g) which is developed independently by the other party without reliance on any of the confidential information.

Consequential Loss means any of the following: loss of revenue; loss of profits; loss of opportunity to make profits; loss of business; loss of business opportunity; loss of use or amenity, or loss of anticipated savings; loss of data; special, exemplary or punitive damages; and any loss which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the parties at the time of entry into this agreement, including any of the above types of loss arising from an interruption to a business or activity.

Customer Background IP means all of your Intellectual Property Rights created or developed prior to or independently of this agreement or the provision of Platform by CargoMax to you, and provided by you to CargoMax.

Customer Data means the data supplied by you or in respect of your Account and used in connection with the Platform.

Documentation means any user manuals, instructions or support information supplied by CargoMax for use of the Platform, together with any revisions CargoMax may publish on the Website or otherwise from time to time.

Eligible Data Breach has the meaning given to that term (or an equivalent term) in the applicable Privacy Law.

Exceptional Circumstance means a circumstance beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation under this agreement. Such circumstances include:

(a) adverse changes in government regulations;

(b) any disaster or act of God, lightning strikes, atmospheric disturbances, earthquakes, floods, storms, explosions, fires and any natural disaster;

(c) acts of war, acts of public enemies, terrorism, riots, civil commotion, epidemics, pandemics, malicious damage, sabotage and revolution, cyber attacks, viruses or malware, data loss as a result of the actions of a third party;

(d) strikes or industrial disputes; and

(e) acts or omissions of any third party network providers (such as internet, telephony or power provider).

Excluded Countries means Afghanistan, Belarus, Cuba, Democratic Republic of the Congo, Iran, Iraq, Lebanon, Libya, Myanmar, North Korea, Russia, Sudan, Syria, Venezuela, Zimbabwe, and any other countries identified as an excluded country on the Website (as updated from time to time) or otherwise notified to you by CargoMax.

Explorer Licence means a limited, free version of the Licence subject to the Explorer Licence Limitations.

Explorer Licence Limitations means the limitations on an Explorer Licence specified on the Website https://cargomax.pro/features.

Included Countries means the list of countries on the Website (as updated from time to time), from which Individual Licence users may access or use the Platform.

Individual Licence means a paid licence under a Subscription Plan without the Explorer Licence Limitations.

Insolvency Event means an event of bankruptcy or insolvency, an assignment for the benefit of creditors, the appointment of a receiver, receiver and manager, provisional liquidator, liquidator and official manager or any similar person to any assets of a person, a failure to comply with a statutory demand, or anything else which occurs which is analogous or has a substantially similar effect, under the laws of any jurisdiction, or the person is otherwise insolvent or unable to pay its debts as and when they fall due.

Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, designs, trade marks, know-how, confidential information, patents, inventions, and all other intellectual property as defined in Article 2 of the convention establishing the World Intellectual Property Organisation 1967.

Law means any statute, rule, regulation, proclamation, order in council, ordinance, local law or by-law, whether:

(a) present or future; or

(b) State, federal or otherwise.

Liability means any liability, debt or obligation, whether actual, contingent or prospective, present or future, qualified or unqualified or incurred jointly or severally with any other person, and Liable has the corresponding meaning.

Licence means the licence granted in clause 3.1, and includes an Explorer Licence or an Individual Licence (as applicable in the context).

Licensed Devices means no more than two registered devices per Account, on no more than one active session at a time.

Login Credentials means an individual’s username, password, access key or code, or any other information required by an individual to access the Platform.

Loss means any loss (including Consequential Loss), claims, actions, liabilities, damages, expenses, diminution in value or deficiency of any kind whether direct, indirect, consequential or otherwise.

Material means property, information, software, firmware, documented methodology or process, documentation or other material in whatever form, including any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any category of Intellectual Property Rights.

New IP means all Intellectual Property Rights created or developed during the Term, in the course of, or in connection with this agreement, including (without limitation) all Intellectual Property Rights in the Platform Enhancements.

Outputs means reports, diagrams, PDFs, templates or documentation generated by the Platform as a result of your use of the Platform.

Paid Features has the meaning given in clause 6.5.

Payment Processing Provider means the third-party payment processing provider used for payments on the Platform, as determined by CargoMax from time to time.

Permitted Purpose means your research or internal business purposes.

Personal Information has the meaning given to that term (or an equivalent term) in the applicable Privacy Law.

Personnel means in relation to a party, any employee, officer, agent, or Affiliate of that party.

Platform:

(a) means the ‘CargoMax’ software developed and owned by CargoMax at the time this agreement is entered into but as modified, developed or enhanced by CargoMax from time to time (including any corrections or fixes) and which is available as:

(i) a downloadable computer software application; or
(ii) a downloadable mobile application; and

(b) includes all Platform Enhancements.

Platform Enhancements means:

(a) all enhancements, upgrades, improvements or modifications to the Platform; and

(b) any and all Intellectual Property Rights in those assets listed in paragraph (a).

Privacy Law means:

(a) the Privacy Act 1988 (Cth); and

(b) any legislation from time to time in force in any:

(i) Australian jurisdiction; and
(ii) non-Australian jurisdiction (to the extent a party is subject to the laws of that jurisdiction),

affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data.

Scheduled Maintenance means ongoing preventative maintenance (including but not limited to security patches) or emergency maintenance in relation to any software used, or relied upon, to provide the Platform.

Subscription Fee means the fees payable for the use of the Platform under your selected Subscription Plan, as set out on the Website.

Subscription Plan has the meaning given to that term in clause 6.1.

Subscription Period means the duration for which you subscribe to the Platform, which will be either annual or monthly, as determined by you during the sign-up process.

Tax means any present or future tax, levy, deduction, impost, withholding, charge or duty which is levied or imposed by any government body together with any interest, penalty or fine on those amounts.

Term means the total duration of this agreement.

Website means the website available at https://cargomax.pro/.

16.2 Interpretation

(a) Unless the contrary intention appears, a reference in this agreement to:

(i) this agreement or another document includes any variation or replacement of it despite any change in the identity of the parties;
(ii) the singular includes the plural and the plural includes the singular;
(iii) a person, partnership, corporation, trust, association, joint venture, unincorporated body, government body or other entity includes any other of them;
(iv) an item, recital, clause, subclause, paragraph, schedule or attachment is to an item, recital, clause, subclause, paragraph of, or schedule or attachment to, this agreement and a reference to this agreement includes any schedule or attachment;
(v) a party includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party by novation) and permitted assigns;
(vi) any statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments, re-enactments or replacements of any of them;
(vii) money is to United States Dollars (USD$) unless otherwise specified; and
(viii) a time is a reference to Newcastle, Australia time unless otherwise specified.

(b) The words include, including, such as, for example and similar expressions are not to be construed as words of limitation.

(c) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(d) Headings and any table of contents or index are for convenience only and do not affect the interpretation of this agreement.

(e) A provision of this agreement must not be construed to the disadvantage of a party merely because that party or its advisers were responsible for the preparation of this agreement or the inclusion of the provision in this agreement.