User Agreement
Welcome, and thanks for using Sourceable! When you use our products and services, you’re agreeing to our terms, so please take a few minutes to read over the User Agreement below. Note: You are entering into a legally binding agreement. Last revised on June 1st, 2013
1. Introduction
About us and this agreement We are a social network for professionals.
A. Purpose The mission of Sourceable is to connect the world’s professionals to enable them to be more productive and successful. To achieve our mission, we make services available through our website, mobile applications, and developer platform, to help you, your connections, and millions of other professionals meet, exchange ideas, learn, make deals, find opportunities or employees, work, and make decisions in a network of trusted relationships and groups. When you use Sourceable, you are entering into a legal agreement and you agree to all of these terms. You also agree to our Privacy Policy, which covers how we collect, use, share and store your personal information.
B. Scope and Intent You agree that by registering on Sourceable, or by using our website, including our mobile applications, developer platform, premium services, or other information provided as part of the Sourceable services (collectively “Sourceable” or the “Services”), you are entering into a legally binding agreement with Sourceable PO Box 6257 Chapel Street North South Yarra Victoria, Australia 3141 (“we,” “us,” “our,” and “Sourceable”) based on the terms of this Sourceable User Agreement and the Sourceable Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”) and become a Sourceable member (“Member”). If you are using Sourceable on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not want to register an account and become a Sourceable Member, do not enter into this Agreement, do NOT click “Join Now” and do not access, view, download or otherwise use any Sourceable webpage, information or services. By clicking “Join Now” (or “Join Sourceable” or similar), you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By clicking “Join Now,” you also consent to use electronic signatures and acknowledge your click of the “Join Now” button as one. Please note that the Sourceable User Agreement and Privacy Policy are also collectively referred to as Sourceable’s “Terms of Service.”
2. Your Obligations
Some promises you make to us in this agreement: You will follow the law and Sourceable’s rules.
A. Applicable laws and this Agreement You must comply with all applicable laws and this Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections:
- Sourceable’s Copyright Policy;
- Complaints Regarding Content Posted on the Sourceable’s Website; and
- Sourceable’s Privacy Policy.
You grant us a license to the information you provide us.
B. License and warranty for your submissions to Sourceable You own the information you provide Sourceable under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant Sourceable a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to Sourceable, including, but not limited to, any user generated content, ideas, concepts, techniques and/or data to the services, you submit to Sourceable, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss. By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your Sourceable profile information accurate and updated. You are eligible to enter into this contract and you are at least our “Minimum Age” The information you provide is truthful.
C. Service Eligibility To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are the “Minimum Age” (defined below) or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Sourceable account, (3) are not a competitor of Sourceable or are not using the Services for reasons that are in competition with Sourceable; (4) will only maintain one Sourceable account at any given time; (5) will use your real name and only provide accurate information to Sourceable; (6) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (7) will not violate any rights of Sourceable or third party, including intellectual property rights such as copyright or trademark rights; and (8) agree to provide at your cost all equipment, software, mobile access, and internet access necessary to use the Services. ”
Minimum Age” means 18 years old. You will keep your password a secret. You will not share an account with anyone else. You will not copy or transfer any part of the Service.
D. Your Membership The profile you create on Sourceable will become part of Sourceable and except for the information that you license to us is owned by Sourceable. However, between you and others, your account belongs to you. You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) not use other’s accounts; (4) not sell, trade, or transfer your Sourceable account to another party; and (5) not charge anyone for access to any portion of Sourceable, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please visit you’re account settings. You will pay us for any losses that you cause.
E. Indemnification You agree to indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through Sourceable. You will honor your payment obligations and you approve with us storing your historicial billing information. Also there can be fees and taxes that are added to our prices. We don’t guarantee refunds.
F. Payment If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), you agree to Sourceable storing your billing transactional information; your credit card details will not be stored by Sourceable. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of your subscription. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Sourceable does not support all payment methods, currencies or locations for payment. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may not cancel or suspend your Premium Services until its subscription term has concluded. We do not guarantee refunds for lack of usage or dissatisfaction. You also acknowledge that Sourceable’s Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service. Additionally, if you require a printed invoice for your transaction with us, request one by contacting our Customer Support. If you think you have to breach this agreement you will let us know before.
G. Notify us of acts contrary to the Agreement If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so. You approve Sourceable providing you with important notices on the website, mobile apps, or email. The contact information you provide must be accurate or you may not receive important notices.
H. Notifications and Service Messages For purposes of service messages and notices about the Services, Sourceable may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Sourceable to an email address associated with your account, even if we have other contact information. You also agree that Sourceable may communicate with you through your Sourceable account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Sourceable account or services associated with Sourceable. Please review your Account Settings to control what kind of messages you receive from Sourceable. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service. This Agreement applies to mobile applications as well. Also, you agree certain additional information can be shared to Sourceable.
I. Sourceable Applications Sourceable may offer the Services through applications built using Sourceable’s platform (“Sourceable Applications”). Examples of Sourceable Applications include its smart phone applications (Sourceable for Android, Sourceable for Blackberry or Sourceable for iPhone), and Sourceable’s “Share” buttons and other interactive plugins distributed on websites across the web. Sourceable Applications are distinct from third party Platform Applications addressed in Section 4.B. If you use a Sourceable Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, or web pages containing Sourceable plugins that load in your browser may be communicated to us. Further, by importing any of your Sourceable data through the Sourceable Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Sourceable account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing Sourceable through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices. Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time. When you share information, others can see, copy and use that information.
J. User-to-User Communication and Sharing (Sourceable Groups, Discussions, Updates, Company Pages, etc.) Sourceable offers various forums such as Sourceable Groups, Discussions, and Network Updates, where you can post your observations and comments on designated topics. Sourceable also enables sharing of information by allowing users to post updates, including links to news articles and other information such as job opportunities, product recommendations, and other content to their profile and other parts of the site, such as Sourceable Groups and Sourceable Company Pages. Sourceable members can create Sourceable Groups and Discussions for free, however, Sourceable, in its sole discretion, may close or transfer Sourceable Groups or Discussions, or remove content from them if the content violates this Agreement or others’ intellectual property rights. Please note that ideas you post and information you share may be seen and used by other Members, and Sourceable cannot guarantee that other Members will not use the ideas and information that you share on Sourceable. Therefore, if you have an idea or information that you would like to keep confidential or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any Sourceable Group, into your Network Updates, or elsewhere on Sourceable. SOURCEABLE IS NOT RESPONSIBLE FOR A ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON SOURCEABLE. You approve with us collecting, using, storing, and disclosing information about you in keeping with our Privacy Policy.
K. Privacy You should carefully read our full Privacy Policy before using Sourceable as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Sourceable, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and that Sourceable may process such information, within the terms of the Privacy Policy. You won’t break export laws.
L. Export Control Your use of Sourceable services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorisations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software. If you provide feedback to Sourceable, make sure you don’t include confidential or infringing materials, and you grant Sourceable rights to such feedback.
M. Contributions to Sourceable By submitting ideas, suggestions, documents, or proposals (“Contributions”) to Sourceable through its suggestion or feedback systems, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Sourceable is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Sourceable shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Sourceable may have something similar to the Contributions already under consideration or in development; (e) you irrevocably non-exclusively license to Sourceable rights to exploit your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from Sourceable under any circumstances.
3. Your Rights If you follow this agreement, we grant you a limited right to use Sourceable. You will only access and use Sourceable in the way this agreement allows you. On the condition that you comply with all your obligations under this Agreement, including, but not limited to, the Do’s and Don’ts listed in Section 10, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Sourceable Services, through a generally available web browser, mobile device or Sourceable authorized application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Sourceable or its Members), view information and use the Services that we provide on Sourceable webpages and in accordance with this Agreement. Any other use of Sourceable contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from Sourceable commercially unless expressly authorised by Sourceable) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Sourceable and all related items, including any and all copies made of the Sourceable website.
4. Our Rights & Obligations We may change or discontinue Services, and in such case, we do not promise to keep showing or storing your information and materials.
A. Services Availability For as long as Sourceable continues to offer the Services, Sourceable shall provide and seek to update, improve and expand the Services. As a result, we allow you to access Sourceable as it may exist and be available on any given day and we have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Sourceable, partially or entirely, or change and modify prices for all or part of the Services for you or for all our Members in our sole discretion. All of these changes shall be effective upon their posting on Sourceable or by direct communication to you unless otherwise noted. Sourceable further reserves the right to withhold, remove or discard any content available as part of your account, with or without notice if deemed by Sourceable to be contrary to this Agreement. For avoidance of doubt, Sourceable has no obligation to store, maintain or provide you a copy of any content that you or other Members provide when using the Services. Third parties may offer their own products and services through Sourceable, and we are not responsible for these third-party activities.
B. Third Party Sites and Developers Sourceable may include links to third party web sites (“Third Party Sites”). Sourceable also enables third party developers (“Platform Developers”) to create applications (“Platform Applications”) that provide features and functionality using data and developer tools made available by Sourceable through its developer platform. You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms or privacy policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the third-party permission to use your information in ways we would not. Sourceable is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. Sourceable also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to use Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an “as-is” basis without any warranty as to the Platform Developer’s actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application. Please note: If you allow an Platform Application or Third Party Site to authenticate you or connect with your Sourceable account, that application or website can access information on Sourceable related to you and your connections. For additional information regarding Platform Developers and Platform Applications, please refer to Sourceable’s Privacy Policy. You agree that we can use, store and share information about you as permitted in our Privacy Policy.
C. Disclosure of User Information You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide in accordance with the terms of the Privacy Policy if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Sourceable, our Members or the public. Disclosures of Member information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy. We have the right to limit the connections and interactions on the Service.
D. Connections and Interactions with other Members You are solely responsible for your interactions with other Members. Sourceable may limit the number of connections you may have to other Members and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. Sourceable reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if Sourceable determines, in our sole discretion, that doing so is necessary to enforce this Agreement. We are providing you notice about our intellectual property rights.
E. Intellectual Property Notices The Service includes the copyrights and Intellectual property rights of Sourceable and except for the limited license granted to you in Section 3, Sourceable reserves all of its intellectual property rights in the Service. Sourceable, the Sourceable and “S” logos and other Sourceable trademarks, service marks, graphics, and logos used in connection with Sourceable are trademarks or registered trademarks of Sourceable in Australia. and/or other countries. Other trademarks and logos used in connection with Sourceable may be the trademarks of their respective owners. This Agreement does not grant you any right or license with respect to any such trademarks and logos.
5. Disclaimer We disclaim any legal liability for the quality, safety or reliability of Sourceable. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON SOURCEABLE OR ITS SUPPLIERS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR SOURCEABLE AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOURCEABLE DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SOURCEABLE AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY SOURCEABLE OR ANYTHING RELATED TO SOURCEABLE, YOU MAY CLOSE YOUR SOURCEABLE ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. SOURCEABLE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS INMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH SOURCEABLE TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. SOURCEABLE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, SOURCEABLE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. SOURCEABLE DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. SOURCEABLE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, SOURCEABLE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SOURCEABLE SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
6. Limitation of Liability We are trying to limit any legal liability Sourceable may have to you. LIMITATION OF LIABILITY. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Neither Sourceable nor any of our subsidiaries, affiliated companies, suppliers, employees, shareholders, or directors (“Sourceable Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any Platform Applications or any of the content or other materials on, accessed through or downloaded from Sourceable. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
- Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
- Not apply to any damage that Sourceable may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed in this Agreement.
- Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.
7. Termination We can each end this agreement anytime we want.
A. Mutual rights of termination You may terminate this Agreement, for any or no reason, at any time, with notice to Sourceable pursuant to Section 9.C. This notice will be effective upon Sourceable processing your notice; you are still required for all subscription commitments until the term of which has terminated. Sourceable may terminate this Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Sourceable or the party paying for the services may terminate your access to any Premium Services. Termination of your Sourceable account includes disabling your access to Sourceable and may also bar you from any future use of Sourceable.
B. Misuse of the Services Sourceable may restrict, suspend or terminate the account of any Member who abuses or misuses the Services. Misuse of the Services includes inviting other Members with whom you do not know to connect; abusing the Sourceable messaging services; creating multiple or false profiles; using the Services commercially without Sourceable’s authorisation, infringing any intellectual property rights, violating any of the Do’s and Don’ts listed in Section 10, or any other behavior that Sourceable, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, Sourceable has adopted a policy of terminating accounts of Members who, in Sourceable’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
C. Effect of Termination Upon termination of your Sourceable account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Section 3 (“Your Rights”) and Sections 4(a) (b) and (d) (“Our Rights and Obligations”).
8. Dispute Resolution In the unlikely event we end up in a legal dispute, it will take place in Victoria court in the country of Australia.
A. Law and Forum for Legal Disputes This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Victroia regardless of your country of origin or where you access Sourceable, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Sourceable agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Melbourne, Victoria, Australia except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Sourceable agree to submit to the personal jurisdiction of the courts located within Melbourne, Victoria for the purpose of litigating all such claims. Notwithstanding the above, you agree that Sourceable shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Each of us will have the right to choose arbitration.
B. Arbitration Option For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
9. General Terms Important details about how to read the agreement.
A. Severability If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
B. Language Where Sourceable has provided you with a translation of the English language version of this Agreement, the Privacy Policy, or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with Sourceable.
C. Notices and Service of Process In addition to Section 2.h. (“Notices and Service Messages”), we may notify you via postings on www.sourceable.net. Or via mail or courier at: Sourceable C/O Mediasource Pty Ltd. ATTN: Legal Department PO Box 6257 Chapel Street North South Yarra, Victoria Australia 3141. Additionally, Sourceable accepts service of process at this address. Any notices that you provide without compliance with this section shall have no legal effect.
D. Entire Agreement You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and Sourceable regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Sourceable services, third-party content or third party software.
E. Amendments to this Agreement We reserve the right to modify, supplement or replace the terms of this Agreement, effective upon posting at www.sourceable.net or notifying you otherwise. For example, we may present a banner on the Services when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to this Agreement, you can terminate this Agreement at any time per Section 7 (Termination).
F. No informal waivers, agreements or representations Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Sourceable Affiliate shall be deemed legally binding on any Sourceable Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Sourceable. You waive your rights to try to stop Sourceable, but we don’t waive our rights to ask a court to stop your actions.
G. No Injunctive Relief In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
H. Beneficiaries Entities other than Mediasource Pty Ltd and Mediasource Inc, that owns a 50% or greater interest in (“Affiliate”) are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce this Agreement directly against you. You can’t assign your rights under this agreement, but we can.
I. Assignment and Delegation You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Sourceable Corporation for any third party that assumes our rights and obligations under this Agreement.
J. Potential Other Rights and Obligations You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
10. Sourceable “DOs” and “DON’Ts.” As a condition to access Sourceable, you agree to this User Agreement and to strictly observe the following DOs and DON’Ts: Here’s a list of some of the specific things we ask you to do and not do on Sourceable. If you want a high-level summary of these, please check out our Professional Community Guidelines
A. Do undertake the following:
- Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
- Provide accurate information to us and update it as necessary;
- Review and comply with our Privacy Policy;
- Review and comply with notices sent by Sourceable concerning the Services;
- Use the Services in a professional manner; and
- Use your real name on your profile.
B. Don’t undertake the following:
- Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to Sourceable;
- Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;
- Create a Member profile for anyone other than a natural person;
- Harass, abuse or harm another person, including sending unwelcomed communications to others using Sourceable;
- Invite people you do not know to join your network;
- Upload a profile image that is not your likeness or a head-shot photo;
- Use or attempt to use another’s account or create a false identity on Sourceable;
- Upload, post, email, InMail, transmit or otherwise make available or initiate any content that:
- Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or misrepresents your affiliations with a person or entity, past or present;
- Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
- Adds to a content field content that is not intended for such field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Sourceable);
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Richard Hamber
24/03/ 2016
Darren, I think that we are agreed that the use of the default windows is potentially dangerous as the substitution of product in the end can have serious impacts on the whole of building performance and that the best option in all cases is to use the real custom windows. You say that the frame to glass ratios are too low, I find this hard to accept as the WERS website (and the AFRC requirements) require that set standard sizes are used and this is common knowledge but the NatHERS tools have the functionality embedded in them to be area adjusted according to the real size of the product .
Joan Day
17/03/ 2016
Well said David. Maybe we also need to have clients read the http://www.yourhome.gov.au site in their research for a great house design, or marry youhome with NatHERS,
Darren ODea
29/02/ 2016
Richard, no confusion at all. I read the response on the WERS website. You are completely missing the point that in Class 2 buildings (Multi-Resi), we never use anything but custom windows and that those in the various databases overstates the performance of the system as they have much lower frame to window ratios. A 'planning value' taken from a database simply increases the risk of non-compliance later in the process when custom windows are assessed against it. Yes, the numbers are made up as they do not reflect that being installed. I recommend more industry engagement as opposed to industry protection. ABSA, WERS and Co are all going down the same route. We need a change and you guys refuse to illustrate enough motivation to suggest it could come from your direction.
Darren ODea
29/02/ 2016
You are right Peter…going nowhere fast and in need of refocus away from industry bodies with too much self interest!
Richard Hamber
9/02/ 2016
The second option for window selection is to use the full AFRC database, which currently comprises of products that have been certified for their energy performance by WERS. These are real product performances which have been calculated in accordance with the AFRC protocols and procedures, which are currently mandated by the NCC, and have been inputted into the software with a high level of detail. These products are to be called up in scenarios and will provide unparalleled levels of accuracy in terms of providing real frame and glass performance into the CHENATH engine.
With these two different options for entering the performance of windows there are methods to allow flexibility for the assessor and designer to make informed design decisions in the design and construction of the building.
You go on to state “We don't make up values for lighting, HVAC, walls or other features, so why do we do this for windows?” This is an over simplification of the methods for using window systems in the tools. The current method for using windows allows for the selection of custom rated windows, which are real performance values calculated from the simulation of the frame, glass and edge effects, and utilises world class research to provide real window performance.
The AWA and its Window Energy Rating Scheme have been long term advocates for the use of custom only windows, as is common internationally, if the energy rating industry is ready to embrace them.
Richard Hamber
9/02/ 2016
Hi Darren,
I have just come across your article and there seems to be some confusion about the use of window and glazing systems in the NatHERS modelling software. You have referenced a “default database for window performance; the Window Energy Rating Scheme” which highlights the extent of the mis-understanding, as the Window Energy Rating Scheme is a custom rating scheme for window products based on their real design and the default window database is a separate compliance path available within the regulated tools.
To clarify, the NatHERS software currently has two different compliance mechanisms for glazing products, the first is the use of the default window database, which was developed by the AFRC for the NatHERS Administrator. This compliance path is intended for use where the final window product is not known and uses performance values as a stand in for real products until the final decisions on product procurement are made. This database is designed to allow a selection to be made that is required to be verified either through a re-assessment or by utilising a product that meets the performance of designated default window performance. This method does not use custom rated performance of products as it is designed to allow for flexibility in the system when final design choices have not been made.
More to follow
Richard Hamber
Australian Window Association Sustainability Manager
Window Energy Rating Scheme Manager
Darren ODea
8/02/ 2016
Mark…thanks for the great response and clarifications. I appreciate your extensive research on the subject but many of my points remain valid. The system supports theory and not practical application in the Class 2 world. As our population continues to grow, driving more and more poor performing multi-resi buildings, the value of using an approach that is driving industry away or simply allowing gaming of the system to continue must be addressed.
Tim Renouf
8/02/ 2016
As someone in the reflective foil insulation industry since 1985, and who gave extensive technical evidence to both the 2010 Senate Inquiry & 2014 Royal Commission – Home Insulation Program, I say that the House Energy Ratings are not based on real house testing data, across of range of differing houses., and vastly differing climates.
Where is the differentiation for in-situ long duration testing of houses for both conditioned and unconditioned, ie free-running?
The base BCA-NCC house model is conditioned! This is wrong. So many people have and want to have naturally ventilated houses.
Again I say, that bulk insulation R-values are based on laboratory Steady State thermal testing for FOUR hours (only) between static plate temperatures of 33 & 13DegC, a USA test method. Buildings are not in Steady State across Australia – rather in Dynamic State.
This thermal test method fails shockingly for the protection of chilled "conditioned" air traversing roof space ductwork. Catastrophic failure of airconditioning systems abound – I have them all on file. They are incredibly graphic. A total failure of Standards Australia to write truthful thermal test methods, which the public ultimately rely on.
Currently, the public are stranded in ignorance about in-situ real-time thermal performance of many building materials and crucially insulation materials.
And to think that legislation for Mandatory Disclosure of Energy Use in Buildings is in formulation right now.
This will end up worse than the Home Insulation Program. Wrong data IN, wrong results OUT.
Steering the vehicle over the cliff.
Governments spout the line…."we can't tell Standards what to do". That is a lie. Why shouldn't they if the relevant Standards are failing.
Darren ODea
5/02/ 2016
So true….i have thought this on so many occasions when i see the effort undertaken to undertake these models and the price of double glazing continuing to drop!
Mark Dewsbury
4/02/ 2016
Dear Darren,
Firstly I will state that I believe there is significant room for improvment and advancement when we compare current minimum performance requirements in Australia to that of other developed nations. However, there a few items that require a bit more information and clarification.
Management Diagram: This is very wrong. NatHERS is managed through COAG based on industry and government guidance from the state level. This is the same as the NCC. A state by state agreed approach to a national direction. Many of the groups you have listed respond to or lobby the relevant state goverment body. Naturally each state has its own view on what is imporatnt due to current political and industry influences. NatHERS does have a technical advisory committee who provide guidance to the Administrator and COAG recommendations.
Software testing: Researchers at Tas, SA, Vic & NSW have provided empirical data on real building performance for the last 20 years. Ths data has been used to provide ongoing improvment and calibration to the software. This practice occurs in every country and every software has good and bad points. Many northern hemisphere programs may be inappropriate in AU due to our climate that requires both heating and cooling on a regular, if not daily basis.
Building materials: compared to other international tools, our material library is limited, but this is in response to an industry that does not provide adequate documentation and in many cases the sigificant difference between design documentation and the cheaper choices made at the time of construction. in the early 20's many houses in ACT had double glazing on plans but single glazing as built.
Peer review – There is a lot
happy to discuss…
Stephen Mezes
4/02/ 2016
Absolutely Correct, it is not good business management for everyone concerned, including the end user and the environment, ultimately it indirectly affects everyone on the plant!
Peter Tomkinson
4/02/ 2016
Having just bumped into NatHERS it hit me quickly that here is a cumbersome expensive system that pretends to meet environmental needs but actually is pulled and pushed to meet political and commercial needs and never will. NatHERS is NOT about sustainability and MOST IMPORTANTLY fails the people who will occupy the buildings. NatHERS ignores the most important parameters for a healthy built environment for the inhabitants – no IAQ requirement for just one example.
Darren O
3/02/ 2016
Daryl, I am starting to hear this a lot recently, particularly from those with a lot of experience!
David Madeira
3/02/ 2016
Hi Darren,
I have a simple solution:
Make it mandatory that all windows/doors must be double glazed, have the max R-values in walls and roofs as the min requirements. Cost of double glazed windows will be reduced due to volume as everyone must install double glazed and the Energy Raters jobs to be re-adjusted making it mandatory for accredited energy raters only to do inspections during construction and at the end of construction. The other area of concern is the user, no point having a 10 Star house if the user keeps all the windows open whilst the air conditioner/heater is on and plasma TV's in every room, and a fridge for every occasion etc.
Daryl Hargreaves
3/02/ 2016
Having been an accredited rater since 2002, I have opted not to accept the cost imposition in time & money to my business to complete the required Cert IV course to remain accredited. The net result of this new requirement is that many experienced building designers, who hold energy assessor accreditation, have opted to not renew, thereby reducing the construction knowledge in this sector significantly. What we now see is a preference for Cert IV accredited raters over industry experienced raters. The industry is poorer for this blanket decision to 'upskill' all raters without proper recognition of past experience. The little discussed fact is that the NCC provides performance criteria which can assure 6 star energy approval without accreditation when completed by a registered building practitioner. Given this the accreditation requirement is nothing short of a NatHERS money grab which has had the net effect of halving the number of experienced raters in Victoria alone.
Stephen Mezes
3/02/ 2016
Well Said Darren, I was an assessor with ABSA, I am a Licenced building designer, a steel detailer and a licenced builder. I lament that peer review or at least cross referencing should be undertaken to paint a broader picture and narrow the accuracy.
When wearing my Builders hat the local Council inspectors, the clients and other builders really don’t pay any homage to the thermal detail, as a thermal assessor the finer detail is within the reflective air spaces configuration and accuracy, I tell my clients that this is very important, because the fundamental ideology how insulation works is its ability to trap air, therefore the most cost effective way to gain high levels of insulation is to ensure the detail is stringently followed.
The complications or counterproductive thermal outcomes arise from a twofold mechanism of; if the detail is not stringently followed, which in practice is proven not to be so, the lack of generic insulation makes for a very poor thermal design outcome and the fact that most tradespersons are fundamental to existing building methods.
The other real issue is the whole approach to thermal efficiency & design, the technically accuracy is wasted, cumbersome & counterproductive if not looked at in its entirety, it is far better, simpler & more efficient to utilise standard building practices and address the real issues of the functionality and the over reliance on air-conditioning.
An example of this is; following down one blind path way under the current regime ultimately leads to buildings with no or minimal windows with misleading high energy ratings outcomes.