Terms of Service

1. About these Terms

These Terms are an agreement between you and CODEDCONSTRUCTS PTY LTD (ABN 33 699 879 377), which operates Drawspan. In these Terms, “Drawspan”, “we”, “us” and “our” refer to that company.

These Terms cover the Drawspan website, account portals, licensing service, APIs, SDK, documentation and related services (together, the Service). By creating an account or using the Service, you agree to them. If you use Drawspan for an organisation, you confirm that you have authority to bind it.

You must be at least 18 years old and legally able to enter this agreement. Mandatory rights under applicable law continue to apply and are not excluded by these Terms.

2. Accounts and access

You must provide accurate, current information and protect your sign-in links, API keys and other credentials. Tell us promptly at braden@codedconstructs.com if you suspect unauthorised access.

Vendor accounts and organisation-member accounts have separate permissions. Access to one does not grant access to the other. You are responsible for activity performed through credentials under your control, except to the extent caused by Drawspan or where applicable law provides otherwise.

You must not share credentials in a way that defeats seat, role, activation or account limits. Organisation administrators and vendor administrators are responsible for granting and removing access within the powers Drawspan makes available to them.

3. Drawspan, software vendors and their customers

Drawspan provides licensing infrastructure. A vendor uses it to configure products, record customer subscriptions, assign seats, issue signed leases and manage access. An organisation customer and its members use Drawspan to access software supplied by that vendor.

Drawspan does not create, sell, test or endorse a vendor's software. The vendor remains responsible for its software, sales claims, support, security, legality and its relationship with customers. Drawspan is not a party to the vendor's software sale or licence agreement unless we expressly agree otherwise in writing.

Two kinds of terms: these Terms govern the Drawspan Service. Vendor-defined product licence terms stored in Drawspan govern the vendor's software and are separate. Recording or displaying those product terms does not make them Drawspan's terms or make Drawspan the software supplier.

4. Plans, billing, cancellation and refunds

Drawspan may offer free and paid vendor plans. Before purchase, we show the price, currency, billing period, included capacity and any taxes. A paid subscription renews for the period shown at purchase until you cancel it. You authorise the payment provider shown at checkout to charge the selected payment method.

You may cancel a paid Drawspan subscription at any time. Cancellation takes effect at the end of the current paid period unless we state otherwise at cancellation. Fees already paid are non-refundable except where required by law. If we permanently discontinue the Service or terminate your account without cause during a prepaid period, we will refund the unused portion on a pro-rata basis.

A failed Drawspan payment or plan-capacity limit may prevent a vendor from adding new production capacity. It will not, for that reason alone, disable the vendor's existing customers or invalidate licences already issued to them.

Vendor customer payments

Vendors may connect their own payment platform so payment events can create, extend or revoke customer entitlements. The vendor is the seller, not Drawspan, and controls pricing, refunds and customer payment terms. The connected provider processes payment details under its own terms.

5. Acceptable use

You must use the Service lawfully and must not:

• interfere with, overload, probe or bypass the Service or its security, rate limits, licensing controls or access boundaries;
• use Drawspan to support malware, fraud, unauthorised access, infringement, abuse or other unlawful conduct;
• submit content or data you do not have the right to use, or infringe another person's intellectual property, privacy or other rights;
• misrepresent your identity, authority, organisation, product, entitlement or payment status;
• reverse engineer the hosted Service except where that restriction is prohibited by law; or
• resell or provide access to the Service except through a Drawspan feature or written agreement that permits it.

Vendors must ensure their software and use of Drawspan comply with applicable laws and any platform or third-party obligations that apply to them.

6. Ownership and licences

You retain ownership of names, logos, product details, licence wording and other material you submit to Drawspan (Your Content). You grant us a non-exclusive, worldwide licence to host, reproduce, process and display Your Content only as needed to run and secure the Service, provide support and meet legal obligations.

You confirm that you have the rights needed to provide Your Content and grant that licence. You are responsible for keeping independent copies of material you need to preserve.

Drawspan and its licensors retain all rights in the Service, website, SDK, documentation, branding and underlying technology. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable and revocable right to use them for their intended purpose. No ownership transfers to you.

7. Availability, maintenance and offline licences

Drawspan may be unavailable during maintenance, incidents or changes to the Service. We do not promise uninterrupted, error-free or permanent availability. Where practical, we will give notice before planned work that materially affects use.

Drawspan issues signed, time-limited licence leases. A compatible client may verify a valid cached lease locally and continue working during a temporary network outage until that lease expires. Offline use is not indefinite.

• A cached lease cannot renew while the client cannot reach Drawspan.
• A lease held by an offline machine cannot be remotely revoked before it next contacts Drawspan or the lease expires.
• Clock rollback and local credential protections reduce risk but do not make a client or plugin tamper-proof.
• Drawspan records the last licensing contact; it does not provide live-presence monitoring.

Vendors remain responsible for choosing lease, grace, activation and offline settings suitable for their software and customers.

8. Suspension and termination

You may stop using Drawspan and request account closure. We may suspend or terminate access to protect the Service or others, respond to unlawful or abusive conduct, comply with law, address a material breach, or deal with unpaid fees after reasonable notice.

Where reasonable, we will give you notice and a chance to fix the problem. We may act without advance notice to prevent urgent harm or comply with law.

On termination, your right to use the Service ends. Ownership, accrued payment obligations, disclaimers, liability limits and dispute terms survive where their nature requires it. We handle retained data under the Privacy Policy.

9. Warranties and limitation of liability

Nothing in these Terms excludes, restricts or modifies a consumer guarantee, right or remedy that cannot lawfully be excluded, including applicable rights under the Australian Consumer Law.

Except for those non-excludable rights, the Service is supplied “as available”. To the maximum extent permitted by law, we do not give implied warranties that the Service will always be available, meet every requirement, prevent all misuse, or make vendor software secure, lawful or fit for purpose.

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special or consequential loss, or loss of profit, revenue, goodwill, opportunity or data, arising from these Terms or the Service.

To the maximum extent permitted by law, Codedconstructs' total aggregate liability arising from these Terms or the Service is limited to the greater of the fees you paid Drawspan in the 12 months before the event giving rise to the claim and AUD $100.

These exclusions and limits do not apply where liability cannot lawfully be excluded or limited. They do not limit your payment obligations or either party's liability for fraud or wilful misconduct.

10. Disputes and governing law

Before starting formal proceedings, contact braden@codedconstructs.com with enough detail for us to understand the issue. Both parties will try in good faith to resolve the dispute informally for at least 30 days, unless either party reasonably needs urgent relief.

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of courts in New South Wales and courts hearing appeals from them.

This clause does not prevent you from relying on mandatory rights or bringing a claim in another forum where applicable law gives you that right.

11. Changes to these Terms

We may update these Terms when the Service, law, security needs or our business practices change. Each published version has its own number and effective date; we do not overwrite a historical version.

We will explain material changes and give reasonable advance notice by email, in-product notice or another suitable channel. A change applies from its stated effective date, not retrospectively. Where required, we will ask you to agree again. If you reject a material change, you may stop using the Service and cancel before it takes effect.

12. Contact

CODEDCONSTRUCTS PTY LTD
ABN 33 699 879 377
braden@codedconstructs.com