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These Terms and Conditions were last updated on July 1, 2019. Unless otherwise defined in these Terms, capitalized terms will have the meaning given to them in these Terms.

These PelicanCorp Services Terms and Conditions (“Terms”) govern access to and use of the PelicanCorp (“PelicanCorp,” “we” or “us”) web sites and services (collectively, the “Site”) by site visitors (“Site Visitors”) and by individuals or entities who purchase services (“PelicanCorp Services”) or create an account (“Account”) and their Authorized Users (collectively, “Customers”). By using the Site or any PelicanCorp Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by Customer to use the PelicanCorp Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

If you are a Customer and you or your organization are bound by an Agreement with PelicanCorp (“Corporate Terms”), then these Terms will apply, if at all, only to use of the Site or any PelicanCorp Services to the extent such use is not already governed by such an Agreement. For the avoidance of doubt, all references to the “Site” in these Terms also include the PelicanCorp Services.

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

1. Definitions and Interpretations

Confidential Information means any information concerning the business of the other party including, but not limited to, information concerning its financial affairs, business development plans, Member lists, fee lists, policies, guidelines and any other commercially valuable information of whatever description and any information exchanged, which is not in the public domain (other than as a result of a breach of obligation under these Terms), and which comes to the other party or its Personnel’s attention in the course of performing its obligations;

Intellectual Property means all present and future rights to industrial and intellectual property including, without limitation, any inventions and improvements, trade marks (whether registered or common law trade marks), design, copyright, Moral Right, any corresponding property rights under the Laws of any jurisdiction and any rights in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data or formula, techniques, confidential information of a party;

Law includes any law, statute, regulation, ordinance, authorisation, ruling, and judgement and any other order or decree of any governmental agency;

OneCall Service means the asset information request service, operated by Australian Dial Before You Dig Association Limited in Australia or PelicanCorp in other jurisdictions;

2. Updates and Communications

We may revise these Terms or any additional terms and conditions that are relevant to a particular PelicanCorp Service from time to time to reflect changes in the law or to the PelicanCorp Services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE PELICANCORP SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

You agree to receive all communications, agreements, and notices that we provide in connection with any PelicanCorp Services (“Communications”), including, but not limited to, Communications related to our delivery of the PelicanCorp Services and your purchase of or subscription to the PelicanCorp Services, via electronic means, including by e-mail, text, in-app notifications, or by posting them on the Site or through any PelicanCorp Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

3. USAGE AND ACCESS RIGHTS
   • Eligibility to Use. You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms. You acknowledge that you are not permitted to use the Site if you cannot make these representations. If PelicanCorp has previously prohibited you from accessing the Site or using the PelicanCorp Services, you are not permitted to access the Site or use the PelicanCorp Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
   • Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Site for your internal business purposes and only as expressly permitted in these Terms and any applicable paid Customer plan that enables registration of an Account for the use of a PelicanCorp Service (“Subscription Plan”) when applicable. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of PelicanCorp, you may not access or use the PelicanCorp Services without PelicanCorp’s explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, PelicanCorp grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Site provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for personal or internal, non-commercial use or in accordance with any applicable Subscription Plan; and (c) do not modify them in any way. Each discrete Subscription Plan includes restrictions and requirements that outline the features that Customer will be able to access. Any violation by you of the license provisions contained in this section may result in the immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims depending on the circumstances.
4. OWNERSHIP
   • Intellectual Property. The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.
     • The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, revised, selected, and arranged by PelicanCorp and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of PelicanCorp and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Site, shall, as between you and PelicanCorp, at all times be and remain the sole and exclusive property of PelicanCorp.

5. Customer’s Responsibilities and Obligations

The Customer must comply with its responsibilities set out in this Section 5; and acknowledges that PelicanCorp will not be responsible for any loss incurred or suffered by the Customer or a utility, local government agency or asset owner who respond to requests from the OneCall Service (“Member”), to the extent that the same arises out of or in connection with the performance or non-performance by the Customer of its obligations under this Section 5.

• By using the Site, including any PelicanCorp Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

1. a) Is illegal, or violates any federal, state, or local law or regulation;
2. b) Advocates illegal activity or discusses illegal activities with the intent to commit them;
3. c) Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
4. d) Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
5. e) Interferes with any other party’s use and enjoyment of the Services;
6. f) Attempts to impersonate another person or entity;
7. g) Is commercial in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;
8. h) Falsely states, misrepresents, or conceals your affiliation with another person or entity;
9. i) Accesses or uses the account of another user without permission;
10. j) Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
11. k) Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the PelicanCorp Services;
12. l) “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
13. m) Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
14. n) Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;
15. o) Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;
16. p) Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
17. q) Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;
18. r) Uses the Services for benchmarking, or to compile information for a product or service;
19. s) Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or PelicanCorp Services, by any means except as provided for in these Terms or with the prior written consent of PelicanCorp; or
20. t) Attempts to do any of the foregoing.

• If you believe content on the Site violates the above restrictions, please contact us here: (https://www.pelicancorp.com/apac/contact-us/support).
• In addition, Customers shall not, and shall not permit others to, do the following with respect to the PelicanCorp Services:

1. a) Use the PelicanCorp Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms, any applicable Subscription Plan or PelicanCorp’s Reasonable Use Policy incorporated herein by reference;
2. b) License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the PelicanCorp Services or PelicanCorp’s then-current technical and functional documentation for the PelicanCorp Services (“Documentation”) available for access by third parties except as otherwise expressly provided in these Terms; or
3. c) Access or use the PelicanCorp Services or Documentation for the purpose of developing or operating products or services intended to be offered to third parties in competition with the PelicanCorp Services or allow access by a direct competitor of PelicanCorp.

• You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.
• You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.
• Passwords. The Customer will at all times protect the log on and password to the PelicanCorp Services from unauthorised use and accept responsibility and liability for any use of the PelicanCorp Service by the Customer its agents, employees or assignees as well as any third party whether authorised by the Customer or not through its log on and password.
• Use of the PelicanCorp Service. The Customer must use the PelicanCorp Service for the purpose for which it is provided and in accordance with PelicanCorp instructions.

6. PRIVACY
   • PelicanCorp Privacy Policy. You acknowledge that except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the PelicanCorp Privacy Policy (https://www.pelicancorp.com/privacy-policy). Please read the Privacy Policy carefully.
7. Disclosure
   • Subject to applicable Law, PelicanCorp must, at all times during the Term, provide the Customer with details of: (a) any litigation or potential litigation which affects PelicanCorp or PelicanCorp's ability to provide the PelicanCorp Service to the Customer in accordance with these Terms; (b) the existence of any breach or alleged breach of any agreement or related document which is binding on PelicanCorp and which relates to PelicanCorp’s ability to provide the PelicanCorp Service to the Customer under these Terms; and (c) any technical, financial, commercial or other matter which would adversely affect PelicanCorp's ability to properly fulfil its obligations under these Terms.
   • Subject to applicable Law, each party must notify the other party of all complaints, claims or liabilities in connection with the other party, or the directors, officers, employees, contractors and agents of a party (“Personnel”) of the other party, arising as a result of, or relating to, the performance of these Terms, immediately after they become aware of such complaint, claim or liability.
   • A party must not, without the other party’s prior written consent, admit, resolve or settle on behalf of the other party, or the Personnel of the other party, any claim, complaint or liability in connection with the other party, or the Personnel of the other party, whether such settlement, resolution or admission would result in the other party, or the Personnel of the other party, incurring any liability or not.
   • Subject to applicable Law, each party must notify the other party immediately of becoming aware of any claim or complaint against itself or its Personnel arising as a result of, or relating to, the performance of these Terms by a party and any procedure taken by it to resolve or settle such claims, complaints or liabilities.
8. Warranties
   • PelicanCorp warrants to the Customer that, save as expressly disclosed in this agreement or consented to by the Customer in writing that the provision of the PelicanCorp Services to the Customer will not infringe any Intellectual Property Right of any third person. The warranties in this Section 8 are in addition to any statutory warranties (to the extent that they are not otherwise excluded or modified by these Terms).
9. INDEMNITY
   • You will defend, indemnify, and hold us, our Affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Site; (b) violation of these Terms by you or your Account Administrator(s) or Authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all data processed by the PelicanCorp Services; or (e) any products or services purchased or obtained by you in connection with the Site.
   • Releases and Limitation of Liability. the Customer acknowledges and agrees that it accepts that the PelicanCorp Service is provided without warranties (whether express or implied) other than as expressly set out in these Terms; and that it has conclusively satisfied itself of the merchantability and fitness for purpose of the PelicanCorp Service.
10. LIMITATIONS OF LIABILITY
    • Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, PELICANCORP WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PELICANCORP PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITE, DOCUMENTATION, OR PELICANCORP SERVICES; (b) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (c) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, DOCUMENTATION, OR PELICANCORP SERVICES; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE, DOCUMENTATION, OR PELICANCORP SERVICES BY ANY THIRD PARTY; (g) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE, DOCUMENTATION, OR PELICANCORP SERVICES; (h) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, DOCUMENTATION, OR PELICANCORP SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PELICANCORP PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.

• Some countries and jurisdictions do not allow the limitation or exclusion of consequential, direct, indirect, or other damages in contracts with consumers and to the extent you are a consumer the limitations or exclusions in this Section 10.1 may not apply to you.
• Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PELICANCORP FOR THE PELICANCORP SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE THREE (3) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
• Independent Allocations of Risk. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.
• Jurisdictional Limitations.
  • Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law).

11. Confidentiality
    • Confidential Information
      • Each party (Receiving Party) acknowledges that, in performing its obligations, it may receive or acquire Confidential Information owned by the other party (Disclosing Party).
      • Each party acknowledges that the Disclosing Party’s Confidential Information comprises information which is valuable and owned by the Disclosing Party and will cause serious damage and loss to the Disclosing Party if it is improperly disclosed or used.
      • Each Receiving Party must, unless otherwise required by Law, keep the Confidential Information of the Receiving Party secret and confidential and must not disclose any part of the Confidential Information to any person other than to those of its Personnel who require access to the Confidential Information in order for the to perform its obligations.
    • No use of Confidential Information
      • Each Receiving Party must not, and must ensure that none of its Personnel use the Confidential Information except in connection with the performance of its obligations.
      • Each Receiving party is liable to the Disclosing Party for any misuse of the Confidential Information by its Personnel.

12. Payment Terms.
    • Subscription Plan. The prices, features, and options of the PelicanCorp Services depend on the Subscription Plan selected as well as any changes instigated by Customer. PelicanCorp does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.
    • No Refunds. Customer will timely pay PelicanCorp all fees associated with its Subscription Plan, Account, or use of the PelicanCorp Services, including, but without limitation, by Authorized Users. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. Charges for pre-paid Subscription Plans will be billed to Customer in advance. Charges for per-use purchases and standard Subscription Plan charges will be billed in arrears unless otherwise specified in the Subscription Plan.
    • Recurring Charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Subscription Plan either through the payment method you provide, such as a credit card, or through an intermediary provider such as PayPal, or a similar app store (“App Store”). Customer must promptly notify PelicanCorp of any change in its invoicing address and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES PELICANCORP OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE PELICANCORP SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term (as defined in Section 13.2.3, below) until Customer cancels as set forth in Section 13.2.4 of these Terms.
    • Late Fees & Collection Costs. If PelicanCorp does not receive payment from Customer’s payment method, Customer agrees to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by PelicanCorp to collect any amount that is not paid when due. PelicanCorp may accept payment in any amount without prejudice to PelicanCorp’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to PelicanCorp may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from PelicanCorp.
    • Invoices. PelicanCorp will provide billing and usage information in a format we choose, which may change from time to time. PelicanCorp reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies.
    • Billing Cycles. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and/or prorations. Customer agrees that we may (at our option) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from Customer’s payment card issuer or App Store until submission of the accumulated charge(s).
    • Benefit Programs. You may receive or be eligible for certain pricing structures, discounts, features, promotions, and other benefits (collectively, "Benefits") through a business or government agreement with us ("Business Terms"). Any and all such Benefits are provided solely as a result of the corresponding Business Terms and such Benefits may be modified or terminated without notice. If you use the PelicanCorp Services and a business or government entity pays your charges or is otherwise liable for the charges, you authorize us to share your account information with that entity and/or its authorized agents. If you are enrolled in a Subscription Plan or receive certain Benefits tied to Business Terms with us, but you are liable for your own charges, then you authorize us to share enough account information to verify your continuing eligibility for those Benefits and the Subscription Plan.
    • Tax Responsibility. All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on PelicanCorp’s net income (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the PelicanCorp Services. Taxes shall not be deducted from the payments to PelicanCorp, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, PelicanCorp receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer hereby confirms that PelicanCorp can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes. PelicanCorp’s and Customer’s obligations under this Section 12.1.8 shall survive the termination or expiration of these Terms.
    • Intermediary Provider Billing. If your Subscription Plan is based on intermediary provider billing, your intermediary provider will automatically charge your App Store account monthly for the cost of the Subscription Plan and any applicable taxes. If you are not current with your Subscription Plan payments, we reserve the right to terminate your account, suspend your access to your Subscription Plan, or convert your Subscription Plan subscription to a non-subscription account. You will be responsible for paying all past due amounts.

• Free Trial and Special Offers for PelicanCorp Services.
  • If you register for a free trial, promotional offer, or other type of limited offer for use of PelicanCorp Services (“Free Trial”), you may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. This Section 12.2 (Free Trial and Special Offers for PelicanCorp Services) supersedes and applies notwithstanding any conflicting provisions with regard to access and use of a Free Trial.
  • PelicanCorp reserves the right to reduce the term of a trial period or end it altogether without prior notice.
  • The version of the PelicanCorp Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT A CUSTOMER ENTERS INTO THE PELICANCORP SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR A CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE CUSTOMER: (a) PURCHASES A SUBSCRIPTION PLAN TO PELICANCORP SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
  • Notwithstanding any other provision of these Terms, including without limitation the warranties described in Section 8 (Warranties) or any service-specific terms and conditions applicable to a particular PelicanCorp Service, including exhibits and attachments accompanying such schedule (“Service Schedule”), during a Free Trial the PelicanCorp Services are provided “AS IS” and “as available” without any warranty that may be set forth in these Terms, and PELICANCORP DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND PELICANCORP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE FREE TRIAL IS $100.

13. Term and Termination
    • Termination – Site Visitors. A Site Visitor may terminate its use of the Site at any time by ceasing further use of the Site. PelicanCorp may terminate your use of the Site and deny you access to the Site in our sole discretion for any reason or no reason, including for violation of these Terms.

• Term and Termination – Customers.
  • Suspension of Access to PelicanCorp Services. PelicanCorp may suspend any use of the PelicanCorp Services, remove any content or disable or terminate any Account or Authorized User that PelicanCorp reasonably and in good faith believes violates these Terms. PelicanCorp will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless PelicanCorp reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the PelicanCorp Services or a third party. Under circumstances where notice is delayed, PelicanCorp will provide the notice if and when the related restrictions in the previous sentence no longer apply.
  • Term. The period of effectiveness of these Terms (“Term”), with respect to PelicanCorp Services, begins on the date the Customer accepts it and continues until the Customer’s Subscription Plan expires or its use of the PelicanCorp Services ceases (including as a result of termination in accordance with this Section 13.2), whichever is later.
  • Subscription Term and Automatic Renewals. PelicanCorp’s Subscription Plans automatically renew unless otherwise noted. If you purchase a Subscription Plan you agree to pay the then-current applicable fee associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”): (a) you terminate your Account; (b) you set your Account not to auto-renew by logging in to PelicanCorp Services or contacting us here: (https://www.pelicancorp.com/apac/contact-us/support); (c) PelicanCorp declines to renew your Subscription Plan; or (d) these Terms are otherwise properly terminated as expressly permitted herein. The Subscription Plan will automatically renew on a monthly or annual basis, depending on the method you choose (“Renewal Term”).

Promotional codes may only be used for your first Subscription Term. If you purchased your Subscription Plan with a promotional code, each time your Subscription Plan renews you will be charged the full annual billing amount. If your Subscription Plan is ever terminated for any reason, and you purchase another Subscription Plan, you shall not be eligible to use a promotional code.

We reserve the right to modify, terminate, or otherwise amend the fees and features associated with your Subscription Plan. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the fees and charges in effect, or add new fees and charges, we will give you advance notice of at least thirty (30) days. If we provide you such advance notice, your continued use of the PelicanCorp Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may terminate your Subscription Plan as described in Section 13.2.4. If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter.

• Termination by Customer. You may terminate your Account at any time upon thirty (30) days’ advance written notice to PelicanCorp. If you wish to terminate, you must provide notice by contacting us here: (https://www.pelicancorp.com/apac/contact-us/support). If you purchased your Subscription Plan through an external service, such as an App Store, you must use the tools made available by those services to manage and/or terminate your Subscription Plan. Section 12.1.2 notwithstanding, if a Customer terminates its annual Subscription Plan within the first thirty (30) days of the initial Subscription Term, it may submit a written request to PelicanCorp for a refund of the fees paid to PelicanCorp for the initial Subscription Term, which PelicanCorp will consider, without obligation, in good faith. PelicanCorp has no obligation to consider refund requests related to a termination of a Subscription Plan if the termination does not occur in the first thirty (30) days of the initial Subscription Term, or if there has been a violation of other Terms herein, or if records indicate substantial productive use took place during that period.
• Default; Termination by PelicanCorp. A Customer will be in default of these Terms if: (a) it fails to timely pay any amount owed to us or an Affiliate of ours; (b) it or an Authorized User associated with its Account breaches any provision of these Terms or violates any published policy applicable to the PelicanCorp Services; (c) it is or becomes subject to any proceeding under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that continued use of the PelicanCorp Services by the Customer (or its Authorized Users or signers) creates legal risk for PelicanCorp or presents a threat to the security of the PelicanCorp Services or PelicanCorp’s customers. If a Customer is in default, we may, without notice: (i) suspend its Account and use of the PelicanCorp Services; (ii) terminate its Account; (iii) charge reactivation fees in order to reactivate its Account; and (iv) pursue any other remedy available to us. A PelicanCorp “Affiliate” means any legal entity that PelicanCorp owns, that owns PelicanCorp or that is under common control with PelicanCorp. A Customer “Affiliate” means any legal entity that Customer owns, that owns Customer or that is under common control with Customer. “Control” and “own” mean possessing greater than 50% interest in an entity or the right to direct the management of the entity.
• Effect of Termination. If these Terms expires or are terminated for any reason: (a) Customer will pay to PelicanCorp any amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration, including those for the billing cycle in which termination occurs; (b) any and all of Customer’s liabilities to PelicanCorp that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Customer with respect to the Site and PelicanCorp Services and intellectual property will immediately terminate; (d) PelicanCorp’s obligation to provide any further services to Customer under these Terms will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms; and (e) the provisions of Section 3 (Usage and Access Rights), Section 4 (Ownership), Section 5.5 (Compliance with Terms), Section 6 (Privacy), Section 12.1.2(No Refunds), Section 12.1.7 (Benefit Programs), Section 12.1.8 (Tax Responsibility), Section 12.2 (Free Trial and Special Offers for PelicanCorp Services), Section 11 (Confidentiality), Section 13.2.6 (Effect of Termination), Section 8 (Warranties), Section 9 (Indemnity), Section 10 (Limitations of Liability), and Section 15 (General) will survive, as well as provisions designated to survive under any Service Schedules and accompanying attachments and Exhibits to these Terms.

• Accrued rights Any termination howsoever occasioned will not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into force on or after any such termination.

14. Force Majeure.
    • Neither party shall have any liability whatsoever or be deemed to be in default for any delay to, or failure to perform any obligations (other than where the obligation concerned is an obligation to pay money) if such delay or non-performance results from any act of God, fire, act of Government or State, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining energy or other supplies, labour disputes of whatever nature and any other reason beyond its control (Force Majeure) provided that: (a) that party could not have avoided the effect of that Force Majeure by taking precautions which, having regard to all matters known to it before the occurrence of that Force Majeure and all relevant factors, it ought reasonably to have taken but did not take; and (b) that party has used reasonable endeavours to mitigate the effect of that Force Majeure and to carry out its obligations in any way that is reasonably practicable.
    • However, if either party is unable to perform its obligations due to Force Majeure for a period exceeding 90 days then the other party shall be entitled to terminate immediately by giving written notice to the other party if the Force Majeure is still occurring.
15. General
    • Third Party Content. We may provide, or third parties may provide, links to other third-party web sites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. PELICANCORP IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party web sites or resources on the Site.
    • Relationship. At all times, you and PelicanCorp are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of PelicanCorp or are otherwise authorized to bind or commit PelicanCorp in any way without PelicanCorp’s prior written authorization.
    • Governing Law and Jurisdiction These Terms are governed by the laws of The State of Victoria within Australia. Each party submits to the exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning these Terms.
    • Consents or Approvals. If the doing of any act, matter or thing is dependent on the consent or approval of a party or is within the discretion of a party, the consent or approval may be given or the discretion may be exercised conditionally or unconditionally or withheld by the party in its absolute discretion, unless express provision to the contrary has been made.
    • Assignment. No party may assign these obligations or benefits without the consent of the other party.
16. TERMS SPECIFIC TO PELICANCORP SERVICES
    • Right to Use PelicanCorp Services. Subject to these Terms, PelicanCorp will provide the PelicanCorp Services to Customers in accordance with each Customer’s Subscription Plan, and PelicanCorp grants to each Customer a limited non-exclusive, non-transferrable right and license during the Term, solely for its internal business purposes and in accordance with the Documentation, to: (a) use the PelicanCorp Services; (b) implement, configure, and, through its Account Administrator(s), permit its Authorized Users to access and use the PelicanCorp Services up to any applicable limits or maximums; and (c) access and use the Documentation.
    • Authorized Users. Authorized Users of Customer must be identified by a unique email address and user name and two or more natural persons may not use the PelicanCorp Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the PelicanCorp Services will be allowed only if the user is under confidentiality and other obligations with Customer at least as restrictive as those in these Terms, and is accessing or using the PelicanCorp Services solely to support Customer’s internal business purposes.
    • Account Administrator. Customer may assign and expressly authorize an Authorized User(s) as its agent to manage Customer’s Account, and management of Customer’s Account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, managing templates, executing approved campaigns and events, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”). Customer may appoint an employee, agent or a third-party business partner or contractor to act as its Account Administrator(s) and may change its designation at any time through its Account.

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