(a) These Terms are entered into between SlideApp Pty Ltd ABN 70 635 903 178 (we, our or us) and you,together the Parties and each a Party.
(b) We own the Slide platform. It is downloadable on our mobile application, Slide, and may be available through other addresses or channels, including our website and our application programme interfaces (Platform).
(c) The Platform is a platform where event organisers looking to promote events and offer, supply and manage tickets, guestlists,event packages, VIP offerings and bookings for nightclubs and bars (Event Organisers) and people looking for exclusive offers and bookings at nightclubs and bars (Customers) can connect and transact.
(d) We provide the Platform to users (including hosting and maintaining the Platform), provide a platform for Event Organisers to promote events and offer, supply and manage tickets, guestlists, event packages, VIP offerings and bookings for events at nightclubs and bars (Offers), assist Event Organisers and Customers to form contracts for the supply and promotion of Offers and process payments (if applicable) between Event Organisers and Customers (together, the Slide Services).
(e) In these Terms, you means (as applicable) (1) the person, organisation or entity described in the Schedule; (2) the person, organisation or entity registered with us as an Event Organiser; or (3) the individual accessing or using the Platform.
(f) If you are using the Platform on behalf of your employer or a business entity, you,in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
(g) These terms and conditions (Terms):
(1) set out the terms and conditions upon which we agree to grant you a right to use the Slide Services; and
(2) are binding on you from the date on which you accept these Terms until the date on which your Account and these Terms are terminated in accordance with the Terms (Term).
(h) You accept these Terms by the earlier of:
(1) signing and returning this Agreement to us;
(2) confirming that you accept this Agreement via the Platform;
(3) instructing us(whether orally or in writing) to proceed with the provision of the Slide Services; and
(4) confirming byemail that you accept this Agreement.
(i) If you are a Customer, our Customer Terms and Conditions will apply to you.
2 Slide Services
(a) You understand and agree that we only make available the Platform and the Slide Services and we are not the creator, organiser or owner of any Offers on the Platform. We are not party to any agreement entered into between an Event Organiser and Customer and we have no control over the description, management, quality, safety, legality or delivery of an Offer or the conduct of Event Organisers,Customers or any other users of the Platform.
(b) In consideration of your payment of the service fees,we will provide the Slide Services in accordance with these Terms, whether ourselves or through our personnel.
(c) You agree that we may amend the Slide Services(including any features) or the service fee at any time, by providing written notice to you. If you do not agree to any amendment made to the Slide Services or the service fee, you may terminate these Terms in accordance with clause 13(a).
3 Account Registration
(a) We will create an account for you based on the sign-up information you provide us with and provide you with a username and password which will allow you to access and use the Slide Services (Account). Once you access your Account, you must register for an account with our third party payment provider, currently Stripe, and you may change your Account username and password. You understand and acknowledge that we will have access to your Account while it is active.
(b) You may only have 1 Account as an Event Organiser and 1 Account as a Customer on the Platform.
(c) It is your responsibility to keep your Account details confidential. You are liable for all activity on your Account, including Offers created and published using your Account details and for ensuring that any activity on your Account comply with these Terms.
(e) Your Account is personal and you must not transfer it to others, except with our written permission. If a legal entity such as a company has an Account, you, the legal entity, are the Account owner, and regardless of any change in any contact details, you will remain responsible for your Account as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account.(f) We are not responsible for the management or administration of your Account.
(a) You may create Offers through your Account portal and publish Offers on our Platform, which will allow Customers to register for your Offers directly.
(b) Customers may select to register for a free Offer, or,for a paid Offer, as set out on the Platform (Booking Request). Any registration a Customer makes through the Platform for a paid Offer is an offer by them to purchase a particular Offer from you for the price notified (which includes the service fee and any other charges and taxes) at the time they register, or, at the venue, if specified in the Offer.
(c) Once you accept a Booking Request through the Platform, the Customer’s nominated payment method will be charged (if applicable), the Booking Request will become a Booking and the Customer will be emailed their Booking details.
(d) It is your responsibility to manage your Account and check the details of an Offer, including the Offer description, number of Offers available, location, time, pricing and maximum number of Customers that can register for an Offer, before you publish it on our Platform, and to update it as may be required.
(e) We, in our sole discretion, reserve the right to remove an Offer you publish on the Platform, at any time, including if the Offer breaches these Terms, and in such event, you agree to honour the Offers already supplied through the Platform on your behalf, or, if you cancel an Offer that Customers have paid for, to provide a refund to all Customers that registered for the Offer through our Platform, in accordance with the Refunds and Cancellations clause at clause 6.
(f) It is your responsibility to be available to assist Customers who have questions about your Offers or require Booking changes.
(g) You agree to accept all Bookings registered for through our Platform.
(h) You are solely responsible for the risk of counterfeit and stolen tickets, bookings, coupons or other registration details a Customer provides you with for a Booking and you indemnify us in respect of all losses suffered or incurred by you in connection with counterfeit or stolen tickets,bookings, coupons or other registration details a Customer provides to you.
5 Payment (Applicable to Paid Offers Only)
(a) It is free to register an Account on the Platform, to create Offers and to review other Offers on the Platform.(b) When you create an Offer, you may choose to accept payment through our Platform, or, outside of the Platform, for example at the venue where the Offer is redeemable, or via email or credit card. You may also choose to accept a deposit through the Platform, and the balance outside of the Platform, in which case the Online Payment clause and Venue Payment clause will both apply.
(1) If you choose to allow all or part of the payment through the Platform (Online Payment), Customers will make payment of the relevant price set out on the Platform at the time they register for an Offer (Online Booking Price).
(2) In consideration for providing the Slide Services and the online payment platform, we will charge the service fee (including any third party payment processing fees) asset out in the Schedule or as agreed between the Parties in writing (Online Service Fee). To the extent permitted by law, our Online Service Fee is non-refundable, includes the payment processing fee and will be included in the Booking Price.
(3) Upon receipt of the Online Booking Price from a Customer, we will hold the Online Booking Price on your behalf until such time as it is paid to you, refunded to the Customer(if the Customer is entitled to a refund in accordance with these Terms) or paid to us as our Online Service Fee. We will pay you the Online Booking Price,minus our Online Service Fee, within 7 days after the event Booking.
(4) You appoint us as your limited payment collection agent solely for the purpose of accepting the Online Booking Price from the relevant Customer. You agree that we will not be required to pay you any amount until we have received the Online Booking Price from the relevant Customer, that we will deduct our Online Service Fee from any Online Booking Price we receive and that we may grant refunds to Customers in accordance with these Terms.
(5) We provide a number of payment methods on the Platform, including our third party payment processor, currently Stripe. The applicable third party payment processor may have additional terms and conditions. By accepting payment through a third party payment processor, you accept the applicable terms and conditions.
(6) If we have any reason to believe that a Customer or potential Customer has used our services fraudulently or otherwise breached the Customer Terms and Conditions, we will not be obligated to make any payment to you in respect of the Booking Price,and you shall, at our request, repay any funds already remitted by us to you in respect of any such transaction, to enable us to cancel the transaction and return such funds to the original payment method used to fund that transaction by the Customer.
(1) If you choose to accept any part of the payment for a Booking outside of the Platform (Venue Payment), Customers will make payment of the relevant price set out on the Platform at the time set out on the Platform (Venue Booking Price).(2) You may, at our discretion,be required to issue a request for Venue Payment through the Platform (Venue Payment Request).
(3) We may, in our discretion, accept or reject a Venue Payment Request. If we accept the request,we will publish the Offer you create on the Platform.
(4) In consideration for providing the Slide Services and introducing Customers to your events and/or venues through the Platform, we will charge the service fee as set out in the Schedule or as agreed between the parties in writing (Venue Service Fee). To the extent permitted by law, our Venue Service Feeis non-refundable and will be included in the Venue Booking Price.(5) When a Customermakes payment, or arrives at a venue if the Offer was free, you must use thePlatform to record that their Offer has been redeemed and you may collect theVenue Payment externally from the Platform.
(6) Based on the redeemed Offers that have been recorded through the Platform, we will debit your account with our third party payment processor for the relevant Venue Service Fee within 7 days after the event.
(7) If we (acting reasonably) assess that the number of Offers redeemed on the Platform does not reasonably correlate to the number of Offers registered for or you have not recorded Customers making payment outside of the Platform in accordance with these Terms, we will notify you of our concerns, and any payment from us to you may be delayed until the concerns are resolved, or as otherwise agreed between the Parties.
(8) You agree to keep proper financial records and statements, setting out the details of any applicable Offers that have been paid for by a Customer outside of the Platform and the Venue Service Fee payable by you to us (Offer Report) and to provide the Offer Report to us, if we reasonably request it.
(9) Once any concerns regarding payment have been resolved, we will pay you any outstanding amounts owing under these Terms and debit your account with our third party payment processor for the relevant Venue Service Fee within 7 days of resolving the payment concerns.
(10) Each Venue Payment is subject to, and will be governed by, these Terms (including the Schedule) and any other conditions agreed to by the parties in writing.
(1) If you use the Slide Services to allow Customers to join a guestlist, we may, in consideration for providing the Slide Services, charge the service fee or request for you to provide each Customer that signs up to the guestlist with a voucher (or similar), as set out in the Schedule or as agreed between the parties in writing (Guestlist Service Fee).
(2) When a Customer arrives at the venue as part of a guestlist, you agree to use the Platform to check them in.
(3) If agreed in the Schedule or between the parties that you will provide a voucher (or similar) to Customers, you agree to provide the Customer with the agreed voucher (or similar) at the time the Customer is allowed entry into the venue. (4) Based on the number of Customers that have been checked in on the Platform, we will, if applicable, debit your account with our third party payment processor for the relevant Guestlist Service Fee within 7 days of the relevant event. (5) If we (acting reasonably) assess that you have not recorded Customers entering the venue as part of a guestlist in accordance with these Terms, we will notify you of our concerns, and any payment from us to you may be delayed until the concerns are resolved, or as otherwise agreed between the Parties.
(6) You agree to keep proper financial records and statements, setting out the details of how many Customers have come to your venue as part of a guestlist and the Guestlist Service Fee payable by you to us (Guestlist Report) and to provide copies of the Guestlist Report, if we reasonably request it.
(7) Once any concerns regarding payment have been resolved, we will pay you any outstanding amounts owing under these Terms and debit your account with our third party payment processor for the relevant Guestlist Service Fee within 7 days of resolving the payment concerns.
(8) Each Guestlist Service Fee is subject to, and will be governed by, these Terms (including the Schedule) and any other conditions agreed to by the parties in writing.
6 Refunds and Cancellations
(a) If you cancel, reschedule or significantly update or relocate an Offer (and a Customer does not wish to use the updated Offer), if a Customer becomes eligible for a refund under the Australian Consumer Law or if you decide to provide a refund for any other reason, you will be responsible for providing a refund or exchange to such Customers.
(b) If you cancel, reschedule, update or relocate an Offer, you must notify all Customers as soon as practicably possible. (c) In the event you are required to provide a refund to a Customer, you must refund the entire Online Booking Price and/or Venue Booking Price (including any Online Service Fee and/or Venue Booking Service Fee and payment processing fee). We will not refund you the Online Service Fee, Venue Booking Service Fee, Guestlist Service Fee or payment processing fee.
(d) Where the registration proceeds have been passed from us to you and a refund is payable, you agree to comply with our reasonable directions in relation to the refund and to pay such funds back to the Customer.
(e) You agree that in some instances, for example when you cancel an Offer, we will notify you, and then we may refund the Online Booking Price to a Customer who is entitled to a refund without paying the Online Booking Price to you and/or debit your account with our third party payment processor for the relevant amount to return funds to a Customer who is entitled to refund.
7 Privacy and Communication
(a) You are responsible for the collection, use, storage and otherwise dealing with personal information related to your business.
(b) We will provide you with access to Customer’s information where necessary for you to manage the provision of your Bookings.You agree to only use such information in accordance with our reasonable instructions and for the sole purpose of managing your Bookings and to keep all the information in your possession safe and secure at all times and to establish, maintain and enforce appropriate policies, procedures and standards in order to protect the personal information.
(c) We may contact you via the Platform for the Slide Services, using in-account notifications or via-off platform communication channels, such as text messages or email with functional notifications.
(d) We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at anytime. Where you opt-out, we will continue to send you functional communications relevant to your use of the Slide Services.
8 Conduct We Don’t Accept
(a) You must not (and must not permit any other person to)use the Slide Services in any way which is in breach of any applicable laws or which infringes any person's rights, including Intellectual Property Rights,including to:
(1) use the Slide Services to transmit, publish or communicate material (including by the creation of an event) that is defamatory, offensive, abusive, indecent,discriminatory, menacing or unwanted;
(2) promote illegal,discriminatory or inappropriate events;
(3) use the Slide Services in any way that damages, interferes with or interrupts the supply of the Slide Services;
(4) introduce malicious programs into our systems, including viruses, malware worms, trojan horses and e-mail bombs; (5) reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details;
(6) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Slide Services;
(7) if applicable,send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Slide Services in breach of any person’s privacy (such as by way of identity theft or“phishing”); or(8) circumvent user authentication or security of any of our Slide Services, networks, accounts or hosts or those of our other users.
9 Content(a) We may allow you to:(1) post, upload,publish, send or receive relevant content and information, including in thecreation and publication of an Offer (EventOrganiser Content) on our Platform; and/or (2) access and viewEvent Organiser Content and the content and information we make available onthe Platform (Slide Content andtogether with Event Organiser Content, Content).(b) Unless otherwise indicated, we own or licence allrights, title and interest (including Intellectual Property Rights) in ourPlatform and all of the Content. Your use of our Platform and your use of andaccess to any Content does not grant or transfer to you any rights, title orinterest in relation to our Platform or the Content.(c) You must not, without the prior written consent of ourselves or the owner of the Content (as applicable) or except as expresslypermitted by these Terms:(1) copy or use, inwhole or in part, any Content; (2) reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcastor circulate any Content to any third party; or (3) breach anyIntellectual Property Rights connected with our Platform, including by alteringor modifying any of the Content, causing any of the Content to be framed orembedded in another website or application, or creating derivative works fromthe Content. (d) Subject to your compliance with these Terms, we grantyou a personal, non-exclusive, royalty-free, revocable, worldwide,non-transferable licence to use our Platform and access and view any Content,in accordance with these Terms. All other uses are prohibited without our priorwritten consent.(e) You grant us a non-exclusive, perpetual, irrevocable,worldwide, royalty free, sublicensable and transferable right and licence touse, view, distribute, communicate, copy, store, modify and exploit in anymanner the Event Organiser Content to provide the Platform and promote thePlatform in any media or promotional material.(f) You agree that you are solely responsible for allEvent Organiser Content that you make available on or through our Platform. Yourepresent and warrant that:(1) you are eitherthe sole and exclusive owner of all Event Organiser Content or you have allrights, licences, consents and releases that are necessary to grant to us therights in such Event Organiser Content as contemplated by these Terms; and (2) neither the EventOrganiser Content nor the posting, uploading, publication, sending or receivingof the Event Organiser Content or our use of the Event Organiser Content on,through or by means of our Platform will infringe, misappropriate or violate athird party’s Intellectual Property Rights, or rights of publicity or privacy,or result in the violation of any applicable law or regulation.(g) Despite anything to the contrary, to the maximumextent permitted by law, you agree to indemnify us and hold us harmless inrespect of any Liability that we may suffer, incur or otherwise become liable for,arising from or in connection with the Event Organiser Content you makeavailable on or through the Platform, including as a result of an IntellectualProperty breach. (h) The Content is not comprehensive and is for generalinformation purposes only. It does not take into account your specific needs,objectives or circumstances, and is not advice. While we use reasonableattempts to ensure the accuracy and completeness of the Content, to the extentpermitted by law, we make no representation or warranty regarding the Content.The Content is subject to change without notice. We do not undertake to keepour Platform up-to-date and we are not liable if any Content is inaccurate orout-of-date.
(a) You warrant and agree that:(1) there are nolegal restrictions preventing you from entering into these Terms;(2) you are not andhave not been the subject of an insolvency event;(3) you willcooperate with us and provide us with all assistance reasonably necessary toenable us to perform the Slide Services and as otherwise requested by us, fromtime to time, and in a timely manner; (4) all informationand documentation that you provide to us in connection with these Terms istrue, correct and complete and that we will rely on such information anddocumentation in order to provide the Slide Services; (5) you have notrelied on any representations or warranties made by us in relation to the SlideServices (including as to whether the Slide Services are or will be fit orsuitable for your particular purposes), unless expressly stipulated in theseTerms(6) you will informus if you have reasonable concerns relating to our provision of the SlideServices under these Terms, with the aim that the parties will use allreasonable efforts to resolve your concerns; (7) you have therelevant insurances required by law to host any event or provide any Offer youpromote through the Platform;(8) the SlideServices are provided to you solely for your benefit and you will not (or youwill not attempt to) disclose, or provide access to, our Slide Services tothird parties without prior written consent;(9) you will notcreate Offers for events and venues that you are not responsible for;(10) you will be responsible for the use of any part of theSlide Services, and you must ensure that no person uses any part of the SlideServices to break any law or infringe any person’s rights (includingIntellectual Property Rights) or in any way that damages, interferes with orinterrupts the supply of the Slide Services; (11) you are responsible for complying with all laws, rulesand regulations which apply to providing or promoting any events you host;(12) you are solely responsible for determining whichevents to host, the type, timing, location, pricing and other details relatedto the provision of your event;(13) you will not rely on us for anything other than theSlide Services, other than as expressly provided in the Terms;(14) you have reviewed these Terms, including our PrivacyPolicy, and you understand them and will use the Slide Services in accordancewith them; and(15) you have the authority to act on behalf of any personor entity for whom you are using the Slide Services and you are deemed to haveagreed to these Terms on behalf of any entity for whom you use the SlideServices.
11 Australian Consumer Law
(a) Certain legislation, including the Australian ConsumerLaw (ACL), and similar consumerprotection laws and regulations may confer you with rights, warranties,guarantees and remedies relating to the provision of our services which cannotbe excluded, restricted or modified (StatutoryRights). (b) If the ACL applies to you as a consumer, nothing inthese Terms excludes your Statutory Rights as a consumer under the ACL. Youagree that our Liability for the Slide Services provided to an entity definedas a consumer under the ACL is governed solely by the ACL and these Terms. (c) Subject to your Statutory Rights, we exclude allexpress and implied warranties, and all material, work and services (includingthe Slide Services) are provided to you without warranties of any kind, eitherexpress or implied, whether in statute, at law or any other basis. (d) This clause 11 will survive termination or expiry ofthese Terms.
(a) Despite anythingto the contrary, to the maximum extent permitted by law, you are liable for,and agree to indemnify us and hold us harmless in respect of, any Liabilitythat we may suffer, incur or otherwise become liable for, arising from or inconnection with:(1) any breach by you(or any of your personnel) of any provision of these Terms;(2) your use of theSlide Services in violation of these Terms;(3) your breach ofany applicable law, rule or regulation;(4) you or any ofyour personnel infringing the right of any third party (including intellectualproperty rights);(5) your events andany Offers you promote on the Platform (including where we have provided theSlide Services with respect to those events and/or Offers); and/or(6) you or any ofyour personnel claiming that it is one of our employees or is entitled to anyemployee benefits.(b) Despite anythingto the contrary, to the maximum extent permitted by law, we will not be liablefor, and you waive and release us from and against, any Liability, caused orcontributed to by, arising from or connected with: (1) loss of, ordamage to, any property or any injury to or loss to any person;(2) your or yourpersonnel’s acts or omissions;(3) any use orapplication of the Slide Services by a person or entity other than you, orother than as reasonably contemplated by these Terms;(4) any aspect ofyour interaction with a Customer, including an Offer description and supply ofan Offer;(5) any work,services, goods, materials or items which do not form part of the SlideServices (as expressed in these Terms), or which have not been provided by us;(6) any third partyinputs;(7) the SlideServices being unavailable, or any delay in us providing the Slide Services toyou, for whatever reason; and/or(8) any event outsideof our reasonable control.(c) Despite anything to the contrary, to the maximumextent permitted by law: (1) we will not beliable for any Consequential Loss;(2) our liability forany Liability under these Terms will be reduced proportionately to the extentthe relevant Liability was caused or contributed to by the acts or omissions ofyou (or any of your personnel); and(3) our aggregateliability for any Liability arising from or in connection with these Terms willbe limited to us resupplying the Slide Services to you or, in our solediscretion, to us repaying you the amount of the Service Fees paid by you to usin respect of the supply of the relevant Slide Services to which the Liabilityrelates. (d) This clause 12 will survive termination or expiry ofthese Terms.
(a) Your Account andthese Terms may be terminated by you at any time, by contacting us.(b) We may suspendyour Account or terminate these Terms immediately upon written notice if:(1) you (or any ofyour personnel) breach any provision of these Terms and that breach is notcapable of remedy, or, if such breach is capable of remedy and the breach hasnot been remedied within 10 business days of being notified by us; (2) you repeatedlycreate inappropriate Offers, cancel Offers or we receive negative reviews aboutBookings you provide;(3) you fail toprovide us with clear or timely instructions or information to enable us toprovide the Slide Services;(4) for any otherreason outside our control which has the effect of compromising our ability toprovide the Slide Services; or(5) you are unable topay your debts as they fall due; and(c) These Terms will terminate immediately upon writtennotice by you, if we:(1) are in breach ofa material term of these Terms, and that breach has not been remedied within 10Business Days of being notified by you; or(2) are unable to payour debts as they fall due. (d) Upon expiry ortermination of these Terms:(1) we will removeyour Account;(2) we willimmediately cease providing the Slide Services and you will no longer be ableto promote Offers through our Platform for any Offer already live on ourPlatform;(3) you are to payall service fees for all Slide Services provided prior to termination due andpayable under these Terms; and(4) immediatelyreturn (where possible) or delete or destroy (where not possible to return),any of our property (including any of our confidential information andIntellectual Property).(e) Termination of these Terms will not affect any rightsor liabilities that a Party has accrued under it.(f) This clause 13 will survive the termination or expiryof these Terms.
(a) If GST is payable on any supply made under theseTerms, the recipient of the supply must pay an amount equal to the GST payableon the supply. That amount must be paid at the same time that the considerationis to be provided under these Terms and must be paid in addition to theconsideration expressed elsewhere in these Terms, unless it is expressed to beinclusive of GST. The recipient is not required to pay any GST until thesupplier issues a tax invoice for the supply.(b) If an adjustment event arises in respect of any supplymade under these Terms, a corresponding adjustment must be made between thesupplier and the recipient in respect of any amount paid by the recipient underthis clause, an adjustment note issued (if required), and any payments to give effectto the adjustment must be made.(c) If the recipient is required under these Terms to payfor or reimburse an expense or outgoing of the supplier, or is required to makea payment under an indemnity in respect of an expense or outgoing of thesupplier, the amount to be paid by the recipient is to be reduced by the amountof any input tax credit in respect of that expense or outgoing that thesupplier is entitled to.(d) The terms “adjustment event”, “consideration”, “GST”,“input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and“tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax)Act 1999 (Cth).
(a) Access: The Slide Services may be accessed in Australia andoverseas. We make no representation that the Slide Services comply with thelaws (including Intellectual Property laws) of any country outside ofAustralia. If you access the Slide Services from outside Australia, you do soat your own risk and your are responsible for complying with the laws in theplace you access the Slide Services.(b) Dispute: Neither Party may commence court proceedingsrelating to any dispute arising from, or in connection with, these Termswithout first meeting with a senior representative of the other Party to seek(in good faith) to resolve that dispute (unless that Party is seeking urgentinterlocutory relief or the dispute relates to compliance with this clause). (c) Email: You agree that we are able to send electronic mailto you and receive electronic mail from you. You release us from any Liabilityyou may have as a result of any unauthorised copying, recording, reading orinterference with that document or information after transmission, for anydelay or non-delivery of any document or information and for any damage causedto your system or any files by a transfer.(d) Entire agreement:These Terms contain the entire understanding between the parties, andsupersedes all previous discussions, communications, negotiations,understandings, representations, warranties, commitments and agreements, inrespect of its subject matter.(e) Governing law: These Terms are governed by thelaws of Victoria. Each Party irrevocably and unconditionally submits to theexclusive jurisdiction of the courts operating in Victoria and any courtsentitled to hear appeals from those courts and waives any right to object toproceedings being brought in those courts. (f) Notices: Any notice given under these Terms must be inwriting addressed to the relevant address last notified by the recipient to theparties. Any notice may be sent by standard post or email, and will be deemedto have been served on the expiry of 3 Business Days in the case of post, or atthe time of transmission in the case of transmission by email. (g) Relationship of Parties: These Terms are not intendedto create a partnership, joint venture, employment or agency relationshipbetween the parties. (h) Severance: If a provision of these Terms are held to be void,invalid, illegal or unenforceable, that provision is to be read down as narrowlyas necessary to allow it to be valid or enforceable, failing which, thatprovision (or that part of that provision) will be severed from these Termswithout affecting the validity or enforceability of the remainder of thatprovision or the other provisions.
In these Terms, unless the context otherwise requires, capitalised terms have the meaningsgiven to them in these Terms, and:Consequential Loss includes any consequential loss, indirect loss, real or anticipatedloss of profit, loss of benefit, loss of revenue, loss of business, loss ofgoodwill, loss of opportunity, loss of savings, loss of reputation, loss of useand/or loss or corruption of data, whether under statute, contract, equity,tort (including negligence), indemnity or otherwise;Intellectual Property means any copyright, registered and unregisteredtrade marks, designs (whether or not registered or registrable), domain names,know-how, inventions, processes, trade secrets or confidential information; orcircuit layouts, software, computer programs, databases or source codes,including any application, or right to apply, for registration of, and anyimprovements, enhancements or modifications of, the foregoing;Intellectual Property Rights means for the duration of the rights in any part ofthe world, any industrial or intellectual property rights, whether registrableor not, including in respect of Intellectual Property; andLiabilitymeans any expense, cost, liability, loss, damage, claim, notice, entitlement,investigation, demand, proceeding or judgment (whether under statute, contract,equity, tort (including negligence), indemnity or otherwise), howsoeverarising, whether direct or indirect and/or whether present, unascertained, futureor contingent and whether involving a third party or a Party to these Terms orotherwise.