Upon signing up for/and or using the Services of ClusterTech Platform for Atmospheric Simulation (CPAS), the subscriber agrees to comply with CPAS' Terms and Conditions (the "T&C") set out herein below and any policies, guidelines or amendments thereto that may be presented to the subscriber from time to time (hereinafter collectively referred to as "Agreement"). The subscriber may also be subject to additional terms and conditions that may apply when the subscriber uses or purchases certain other ClusterTech's Services, affiliated services, third-party content, or third-party software.
ClusterTech reserves the right to update and change the Terms and Conditions from time to time without notice. Unless otherwise stated, defined terms used herein shall have the same meanings throughout the Agreement.
In these T&C, the following words have the following meanings unless the context otherwise requires:
Agreement means collectively the T&C and all supplementary terms, any policies, guidelines or amendments posted on CPAS' website: https://cpas.earth/;
ClusterTech means ClusterTech Limited, headquartered at Unit 210-213, Lakeside 1, No. 8 Science Park West Avenue, Hong Kong Science Park, Shatin, N.T., Hong Kong;
CPAS means ClusterTech Platform for Atmospheric Simulation, a set of cloud-based services owned and operated by ClusterTech Limited.
Charges means the charges payable by the Subscriber pursuant to the terms of the Agreement, including, but not limited to, all once-off charges, recurring fees, deposits and other charges for which the Subscriber is liable; Intellectual Property Rights means patents, trademarks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country;
Services means any services provided by ClusterTech to the Subscriber from time to time pursuant to the Agreement or as set out in the contents of ClusterTech's quotation to the relevant Subscriber;
Subscriber means any legal entity (natural person, company or organization) which is identified on the application form or invoice whose application for the Services has been accepted by ClusterTech;
System means ClusterTech connected system of servers used to provide Services to Subscriber;
User means all Subscribers and other users of the Services including those who access the same without the accounts with ClusterTech.
2. Use of Services
2.1. ClusterTech will provide to the Subscriber, and the Subscriber will take and pay ClusterTech for the provision of, the Services for the term hereof subject to and in accordance with the terms and conditions hereof.
2.2. The term of this Agreement will commence on the Effective Date and will remain in effect until the term ends or terminated by Subscriber or ClusterTech in accordance with Section 10.
2.3. Before the Subscriber registers the organization he/she is affiliated to, via means provided by the CPAS website or other means provided by ClusterTech otherwise, the services can only be used for personal research purposes. After the Subscriber registered his/her affiliated organization, with a declaration that the information supplied is true and lawful, the Subscriber may share the resulting files of the Services to members of the organization.
2.4. If the affiliated organization of the Subscriber changes, the Subscriber is obliged to update the information before further usage of the Services and the resulting files, via means provided by the CPAS web site or by e-mail contact of the web site (email@example.com).
3. No Resale of Services
Subscriber agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of ClusterTech Services, use of ClusterTech Services, or access to ClusterTech Services.
4. No Unauthorized Redistribution of Generated Mesh Files
The mesh files available for Subscriber to download in the Services are generated by ClusterTech Ltd. ClusterTech reserves all rights on the generated files, while licenses the Subscriber and the affiliated organization to use the mesh files. Subscriber agrees not to redistribute, share or make available for transfer, paid or free, in original or derived form, the mesh files except to members of the affiliated organization. If Subscriber has not registered proper affiliated organization information in the user account, Subscriber must not redistribute, share or make available for transfer, paid or free, in original or derived form, the mesh files to anyone. Subscriber also agrees to bring the provisions of the Agreement to the attention of each recipient of the mesh files and shall procure that each permitted user complies with the provisions of the Agreement. Subscriber agrees to manage in his/her due diligence to disallow members of the affiliated organization from redistributing, sharing or making available for transfer, paid or free, in original or derived form, the mesh files to any recipient not in the affiliated organization.
5. Intellectual Property Rights; Copyright Policy
5.1. Subscriber acknowledges that ClusterTech owns all rights, title and interest in and to the ClusterTech services, including without limitation all intellectual property rights (the "ClusterTech Rights"), and such ClusterTech Rights are protected by U.S. and international intellectual property laws. The ClusterTech Rights include rights to:
5.1.1. the ClusterTech Services developed and provided by ClusterTech and its technology partners and all trademarks and other intellectual property associated therewith; and
5.1.2. all software associated with the ClusterTech Services.
Subscriber agrees that Subscriber will not copy, reproduce, alter, modify, or create derivative works from the ClusterTech Services or any Content placed on the ClusterTech Services by ClusterTech or any third party.
5.2. If Subscriber believes that Subscriber's work has been copied and posted on the ClusterTech services without Subscriber's permission or in any way that constitutes copyright infringement, please provide ClusterTech with the following information:
5.2.1. a description of the copyrighted work that Subscriber claims has been infringed;
5.2.2. a description of where the material Subscriber claims is infringing is located on the ClusterTech Services;
5.2.3. subscriber's address, telephone number, and email address; and a written statement by Subscriber stating that Subscriber has a good faith belief that the disputed use is not authorized by Subscriber, Subscriber's agent, or the law; and
5.2.4. a statement by Subscriber, made under penalty of perjury, that Subscriber owns the claimed infringing material together with any evidence of such ownership.
Please contact ClusterTech at the following address: ClusterTech Limited, Unit 210-213, Lakeside 1, No. 8 Science Park West Avenue, Hong Kong Science Park, Shatin, N.T., Hong Kong, Attn: Copyright Infringement.
6.1. In consideration for the provision of the Services, the Subscriber will pay to ClusterTech the Charges notified by ClusterTech to the Subscriber from time to time. The Subscriber will be solely responsible to pay any taxes and other charges arising in relation to its use of the Services.
6.2. Terms of payment are net 14 days of ClusterTech invoice date (the "due date"), unless otherwise stated in the invoice or separately agreed with ClusterTech. Invoices for the Services may be issued in advance of the actual performance of the Services by post, electronic mail and/or facsimile transmission. ClusterTech may charge Subscriber's credit card if applicable. All payments are to be made in the currency specified on ClusterTech's invoice. If Subscriber does not follow payment terms, ClusterTech shall have the right to perform any or all of the following:
6.2.1. suspend its obligations to provide the Services;
6.2.2. terminate the Agreement; and
6.2.3. charge interest calculated from the due date for, to the actual date of payment of any amounts owing at the ClusterTech current overdraft rate.
6.3. The Subscriber will provide and deliver to ClusterTech proof of any payment made by the Subscriber to ClusterTech under the Agreement to the reasonable satisfaction of ClusterTech. Unless and until the Subscriber shall have complied with this sub-clause in respect of the relevant payment, ClusterTech shall have no obligation to provide any services.
6.4. All charges and payment to ClusterTech for its services are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. The cost of any returns if permitted will be at subscriber's expense, unless otherwise provided by applicable law.
7. Subscriber's Responsibilities
7.1. The Subscriber shall provide ClusterTech for examination and verification proof of identity and constitution (whichever is applicable) and particulars of registered office or residential address (whichever is applicable) of the Subscriber as ClusterTech shall request including but not limited to (whenever applicable) identification card(s), valid and current business registration certificate, and any other documents of identity and/or constitution of the Subscriber, and (where the Subscriber is not a natural person) of its authorized contact person for the purpose of administration in respect of the Services, as ClusterTech shall reasonably request, and shall deliver to ClusterTech true and complete copies thereof upon request.
7.2. The Subscriber will provide ClusterTech with all necessary co-operation, information, data and support which ClusterTech may reasonably require for the provision of the Services at such times as ClusterTech requests.
7.3. The Subscriber warrants and undertakes that it will not make use of the Services in any manner which may infringe any Intellectual Property Rights or any applicable laws or regulations or which is otherwise in the sole and absolute opinion of ClusterTech immoral, improper, inappropriate, or objectionable, or to copy, reproduce, distribute, publish, transmit, or otherwise deal with any unsolicited advertising or promotional material or any material which is obscene, indecent, seditious, offensive, defamatory, discriminatory, immoral, improper, inappropriate, or objectionable, or the publication or distribution of which is in breach of the confidence of ClusterTech or any third party, or as a forum for viewing, posting up of messages or information, and discussion by the public or any section thereof (whether membership or registration is required or not and whether anonymous or otherwise) or forum of a similar nature, or allow the Services to be hacked or the computer hardware and software in connection with the Services to be modified or broke-in for any purpose outside of its original intended use or be reckless or ignorant as regards thereto.
7.4. The Subscriber's right to use the Services is restricted to the Subscriber. The Subscriber shall not license or permit or purport to license or permit any third party to use the Services. If the Subscriber designates more than one permitted user of the Services within its organization, the Subscriber shall bring the provisions of the Agreement to the attention of each permitted user and shall procure that each permitted user complies with the provisions of the Agreement. The Subscriber will be responsible for the use of the Services by its permitted users and the indemnity given in Clause 12 shall extend to all such use of the Services.
7.5. Subscriber is required to provide current, accurate identification, contact, and other information as part of the registration/application process and/or continued use of ClusterTech services. Subscriber is responsible for maintaining the confidentiality of Subscriber's account password, and is responsible for all activities that occur under Subscriber's account. Subscriber agrees to immediately notify ClusterTech of any unauthorized use of Subscriber's password or account or any other breach of security. ClusterTech cannot and will not be liable for any loss or damage arising from Subscriber's failure to provide us with accurate information or to keep Subscriber's password secure.
7.6. Subscriber understands that all information, data, text, software, music, sound, photographs, graphics, video, messages, files, attachments, or other materials ("Content") are the sole responsibility of the Subscriber from which such Content originated. ClusterTech reserves the right, but does not assume the responsibility, to monitor or review any Content on ClusterTech services. Subscriber agrees that Subscriber is responsible for the conduct of all users of Subscriber's account and any Content that is created, transmitted, stored, or displayed by, from, or within Subscriber's account while using ClusterTech services and for any consequences thereof. Subscriber agrees to use ClusterTech services only for purposes that are legal, proper and in accordance with the Terms of Service and any applicable policies or guidelines. Subscriber agrees that Subscriber will not engage in any activity that interferes with or disrupts ClusterTech services or servers or networks connected to ClusterTech services.
7.7. Subscriber understands that it is subscriber's responsibility for properly configuring and using of the Services and taking Subscriber's own steps to maintain appropriate security, protection and backup of the Content
8. Temporary Suspension
8.1. ClusterTech may suspend Subscriber or any User's right to access or use any portion or all of the Services immediately upon notice to Subscriber if ClusterTech determines:
8.1.1. Subscriber or User's use of the Services
- poses a security risk to the Services or any other ClusterTech' Subscribers;
- may adversely impact the Services or the System or Content of any other ClusterTech's Subscribers; or
- may subject ClusterTech, our affiliates, or any third party to liability.
8.1.2. Subscriber, or any User, is in breach of this Agreement; or
8.1.3. Subscriber has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Subscriber's assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
9. Effect of Suspension
9.1. If ClusterTech suspends Subscriber's right to access or use any portion or all of the Services:
9.1.1. Subscriber remains responsible for all fees and charges incurred through the date of suspension;
9.1.2. Subscriber remains responsible for any applicable fees and charges for any Services to which Subscriber continue to have access;
9.1.3. Subscriber will not be entitled to any service credits under the Service Level Agreements for any period of suspension; and
9.1.4. ClusterTech may erase part or all of Subscriber 's Content as a result of your suspension.
9.2. ClusterTech's right to suspend Subscriber's or any End User's right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Section 10.
10.1. Termination for Convenience
Subscriber and ClusterTech may terminate this Agreement for any reason by providing notice at least 14 days advance.
10.2. Termination for Cause
10.2.1. Either party may terminate this Agreement for cause upon 14 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 14 day notice period; and
10.2.2. ClusterTech may terminate this Agreement immediately upon notice to Subscriber
- for cause, if any act or omission by Subscriber or any User results in a suspension described in Section 8.1;
- if our relationship with a third party partner who provides software or other technology ClusterTech uses to provide the Services expires, terminates or requires ClusterTech to change the way ClusterTech provides the software or other technology as part of the Services;
- if ClusterTech believes providing the Services could create a substantial economic or technical burden or material security risk for ClusterTech;
- in order to comply with the law or requests of governmental entities; or
- if ClusterTech determines use of the Services by Subscriber or any Users or the provision of any of the Services to Subscriber or any Users has become impractical or unfeasible for any legal or regulatory reason.
11. Effect of Termination
11.1. Generally, Upon any termination of this Agreement:
11.1.1. all Subscriber's rights under this Agreement immediately terminate;
11.1.2. Subscriber remains responsible for all fees and charges for the Services through the remainder of the Services Term; and
11.1.3. Sections 4, 5.1, 6, 7.6, 12 to 19 will continue to apply in accordance with their terms.
11.2. As soon as the Services is being suspended or terminated, Subscriber's right to use of Services stops right away. Subscriber may not have access to data/content that is stored on the Services after ClusterTech suspends/terminates the Services. Subscriber is responsible for backing-up the data that Subscriber uses with the Services.
Subscriber agrees to hold harmless and indemnify ClusterTech, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to your use of ClusterTech Services, violation of this Terms of Service or any other actions connected with the use of ClusterTech Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, ClusterTech will provide Subscriber with written notice of such claim, suit or action.
13. Disclaimer of Warranties
13.1. Subscriber expressly understands and agrees that Subscriber's use of ClusterTech's Services is at Subscriber's sole risk. ClusterTech's Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by Law, ClusterTech expressly disclaims all warranties and conditions of any kind, whether expressed or implied, including, but not limited to the implied warranties and conditions or merchantability, fitness for a particular purpose and non-infringement. ClusterTech does not warrant that
13.1.1. ClusterTech Services will meet Subscriber's requirements;
13.1.2. ClusterTech Services will be uninterrupted, timely, secure or error-free;
13.1.3. the results that may be obtained from the use of ClusterTech Services will be accurate or reliable;
13.1.4. the quality of any products, services, information or other material purchased or obtained by Subscriber through ClusterTech Services will meet Subscriber's expectations; and
13.1.5. any errors in the Services/software will be corrected.
Any material downloaded or otherwise obtained through the use of the ClusterTech Services is done at Subscriber's own discretion and risk and that Subscriber will be solely responsible for any damage to Subscriber's computer system or other device or loss of data that results from the download of such material. No Advice or Information, whether oral or written, obtained by Subscriber from ClusterTech or through or from ClusterTech Services shall create any warranty not expressly stated in the Terms of Service.
14. Limitation of Liability
14.1. Subscriber expressly understands and agrees that ClusterTech shall not be liable to Subscriber for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if ClusterTech has been advised of the possibility of such damages) resulting from
14.1.1. the use or the inability to use ClusterTech's Services;
14.1.2. the cost of procurement of substitute goods and services resulting from any good, data, information or services purchased or obtained or messages received or transactions entered into through or from ClusterTech's Services;
14.1.3. unauthorized access to or alteration of Subscriber's transmissions or data;
14.1.4. statements or conduct of any third party on ClusterTech's Services; or
14.1.5. any other matter relating to ClusterTech's Services.
15. No Third Party Beneficiaries
Subscriber agrees that, except as otherwise expressly provided in this Terms of Service, there shall be no third party beneficiaries to the Terms of Services.
16.1. Subscriber agrees that ClusterTech may provide Subscriber with notices, including those regarding changes to the Terms of Service, by email, regular email, or posting on ClusterTech Services.
16.2. Any notice, invoice or other document which may be given by either party under the Agreement will be deemed to have been duly given if left at or sent by prepaid post, facsimile transmission or electronic mail to the other party's registered office or any other address (including an electronic mail address) notified in writing in accordance with this Clause as an address to which notices, invoices and other documents may be sent.
16.3. Any such communication will be deemed to have been received by the other party on the day of delivery (if left), three (3) days after the date of posting (if sent by prepaid post), one (1) day after the date of transmission (if sent by facsimile) and on the date on which the message is received in the recipient's electronic mailbox (if sent by electronic mail).
Failure or delay by ClusterTech to enforce any of its rights under the Agreement or the giving of additional time for performance or other indulgence is not a waiver of such right unless ClusterTech acknowledges the waiver in writing, nor will any single or partial exercise of any right or remedy preclude any further exercise of the same or the exercise of any other right. No waiver of any particular breach of the provisions of the Agreement will operate as a waiver of any repetition of such breach.
If any provision of the Agreement which is not of a fundamental nature is found to be unenforceable or illegal, it shall be severed from the Agreement and will not affect the enforceability of the remainder of the Agreement. In this event the parties will use reasonable endeavors to agree any lawful and reasonable changes to the Agreement which may be necessary to effect as closely as possible the commercial intent of the Agreement.
19. Governing Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong). The parties submit any differences or disputes arising in connection with the Agreement to the non-exclusive jurisdiction of the courts of Hong Kong.