REBOOT AUSTRALIA – TERMS OF SERVICE
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions: In this Agreement:
- ACL means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
- Provider means a User who registers as a Provider, in order to provide via the Platform advice or information to other Users about certain subject matter areas.
- Fee means the amount payable by a Member or Provider to #RebootAustralia for additional services from time to time.
- Associate in relation to a party, means the employees, officers, directors, contractors and agents of that party.
- Booking means a booking of a service between a Provider and a Member, initiated through the Platform.
- Business Days means a day other than a Saturday, Sunday or a public holiday in Sydney, Australia.
- Content means any #RebootAustralia Content and/or any User Content (as applicable).
- Corporations Act means Corporations Act 2001 (Cth).
- Intellectual Property Rights means patents, rights in inventions, works of authorship, designs, databases, know-how, trade secrets, confidential information, trademarks, business and domain names, logos, and goodwill, copyrights, Moral Rights and any other intellectual property or proprietary rights in any jurisdiction.
- #RebootAustralia Content means any information, data or content in any form or medium on or in any part of the Platform (including text, software, scripts, graphics, photos, sounds, music, videos, audio-visual combinations, interactive features and other materials from time to time) that is not User Content.
- #RebootAustralia Booking Fee means the amount payable to us, as set out in the FAQs section of the Website, from time to time.
- Member means a User who initiates and requests services from a Provider through the Booking process.
- #RebootAustralia LifeSaver means a Reboot Australia LifeSaver for a Provider setting out services provided by the Provider which do not attract any fees.
- #RebootAustralia Listing means a #RebootAustralia Listing published by a Provider that is visible to the public either through a search of the Platform or other search engine.
- Loss means all loss, damage, costs (including all reasonable legal costs on a full indemnity basis), expense or liability of any kind, whether direct or indirect or consequential, present or future, fixed or unascertained or actual or contingent.
- Moral Rights means the rights defined as “moral right” under the Copyright Act 1968 (Cth) and any other similar right capable of protection under laws of any applicable jurisdiction.
- Platform means the site available at rebootaustralia.mycatapult.com.au and rebootaustralia.org
- Private #RebootAustralia LifeSaver means a #RebootAustralia LifeSaver published by a Provider that can only be accessed by way of a direct link that is shared by the Provider. Pro Bono is the services a Provider offers free of charge to #RebootAustralia Users and Members eligible for the scheme.
- #RebootAustralia ( “we” and “us”) means Business Accelerator Australia Pty Ltd ABN 56 611 531 312
- User (“you” and “your”) means any person that Uses the Platform from time to time and includes a Member and a Provider.
- User Content means any information, data or content in any form or medium and includes text and photos, uploaded to the Platform by you from time to time such as your profile picture and your profile description.
1.2 Interpretation: In this Agreement, unless the context requires otherwise:
- where an expression is defined anywhere in this Agreement, it has the same meaning throughout;
- the rule of interpretation which sometimes requires that a document be interpreted to the disadvantage of the party which put the document forward, does not apply;
- a reference to this Agreement or any other agreement, arrangement or document, includes any variation, novation, supplementation or replacement of them;
- headings and sub-headings are for convenience of reference only;
- the phrase include, includes or including, or similar phrase does not limit what else might be included;
- a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
- a reference to “law” means all laws, codes, guidelines and the like, including rules of common law and principles of equity in force from time to time;
- a reference to dollars or $ is to an amount in Australian currency;
- the singular includes the plural and vice versa;
- a reference to any party to this Agreement, includes that party’s legal personal representatives, substitutes (including any person taking by novation), successors and permitted assigns;
- a reference to a person includes a body corporate, partnership, joint venture, incorporated or unincorporated association, authority, State, government, or government or quasi-government body, and vice versa;
- “in writing” includes any modes of reproducing words in legible and non-transitory form including by email or other electronic means.
2. YOUR ACCEPTANCE OF THIS AGREEMENT
2.1 Your acceptance of this Agreement: This Agreement is important – please read it carefully. If you do not agree with any of the terms, do not use the Platform and you must leave the Platform immediately. Your use and continuing use of the Platform is an acknowledgement that you have been given a reasonable opportunity to read this Agreement; that you have in fact read this Agreement; that you understand the terms, and that you agree to abide by and be bound by this Agreement.
2.2 When this Agreement applies: This Agreement applies to you if you access or otherwise use the Platform.
2.3 Eligibility: In order to use the Platform, you must be able to form a legally binding contract with us and in compliance with all applicable laws. You must be at least 18 (eighteen) years of age to use the Platform, or you must have parental or guardian consent to do so and your parent or guardian agrees to be bound by this Agreement. By using the Platform, you represent and warrant that you have full right, power and authority to enter this Agreement and perform your obligations under it. If you have previously been removed from the Platform, you are not permitted to rejoin it unless we give you express written consent to do so.
2.5 Inviting Users: By inviting a person to become a User, you acknowledge that you know and you can, if required, verify the User.
2.6 Changes to this Agreement: We may, without notice, update or otherwise change this Agreement periodically, and any such changes will be posted to the Website. Your continuing use of the Platform constitutes your agreement to be bound by any such changes. We are not obliged to notify you of any changes but we will endeavour to alert you to any significant changes.
2.7 Questions about this Agreement: Should you have any questions in relation to this Agreement, you should contact us at email@example.com before you use the Platform.
3. LICENCE TO USE THE PLATFORM
3.1 Purpose of #RebootAustralia and your relationship with #RebootAustralia: #RebootAustralia is a platform that connects Users who are looking for advice with those who are looking to provide advice. Additionally, the platform provides information, education and news. As a platform, #RebootAustralia provides the technology and means to enable Users to find each other (including through search functionality and special featuring of Providers) and to connect Users. #RebootAustralia does not guarantee that Providers are experts in their stated area of interest, licensed or otherwise qualified. It is up to individual Users to satisfy themselves that a Provider’s skills and qualifications meet the User’s needs and some Users may do this by taking advantage of a Provider’s service. If you are a Provider, you must comply with this Agreement and all applicable laws relating to the subject matter area in which you propose to be a Provider; act honestly, faithfully, diligently and in a competent and professional manner; comply with the highest professional and ethical standards where relevant to the subject matter, and, where applicable to your profession, be appropriately licensed, qualified and maintain appropriate professional indemnity insurance that covers your use of the Platform to deliver the relevant advice; you must not misrepresent your experience or qualifications to us or to other Users.
3.2 Our licence to you: In consideration of your agreement to comply with this Agreement, and subject to the terms and conditions of this Agreement, we hereby grant you a non-exclusive, non-transferable, limited licence to use the Platform as permitted by its features and in accordance with this Agreement.
3.3 Your licence to #RebootAustralia: In consideration of our agreement to licence the Platform to you in accordance with this Agreement, you hereby grant #RebootAustralia a non-exclusive, non-transferable, royalty-free licence to use your User Content, for the purposes of providing and otherwise making available the Platform.
3.4 Users are not Associates of #RebootAustralia: Users (whether Providers or Members) are not Associates of #RebootAustralia and #RebootAustralia does not supervise, direct or control any service or the delivery of any advice or information by any User.
3.5 Nature of the Platform: You acknowledge and agree that: (a) we may, at any time in our sole discretion and without prior notice, alter, amend, interrupt, reschedule, modify or cease the operation of all or any part of the Platform; and (b) the Platform may not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes).
4. YOUR RESPONSIBILITIES
4.1 Your password and login: You are solely responsible for all activities that occur on your account. You are responsible for maintaining the confidentiality of your password and login and you must not share your password or login with any other party. You must not use or attempt to use another party’s account, password or login to access any part of the Platform. You must immediately notify us at firstname.lastname@example.org any unauthorised use of your password or login or any other breach or suspected breach of security in respect of the Platform.
4.2 What you must not do: In using the Platform, you must not:
- reproduce, make available online or transmit (electronically or otherwise), publish, adapt, create derivative works from, distribute or redistribute, transfer, broadcast, display, sell, license, perform, link, display or exploit in any other way and in any medium any part of the Platform except through the functionality offered by the Platform, alter or modify any part of the Platform;
- breach any laws, or use the Platform for any purpose that is unlawful or in breach of this Agreement;
- collect or store personally identifying information about other users other than through functionality provided through the Platform nor use the communication systems provided by the Platform (e.g. comments) for commercial or unlawful purposes;
- attempt to “hack”, decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Platform. This includes “phishing”, “mining”, accessing “hidden” URLs, attempting to trigger remote code for the purpose of accessing data or material you would not otherwise have access to;
- knowingly transmit any virus, corrupt files or any other software or function that may damage the operation of the Platform or other disabling feature to the Platform, or is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of any part of the Platform;
- use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that accesses the Platform in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
- circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or the Content;
- access Content through any technology or means or other functionality of the Platform from time to time;
- interfere with or inhibit other users from enjoying or using the Platform; or
- unless expressly agreed with us, use the Platform for any commercial purposes including selling access to the Platform, selling any Content, selling advertising, sponsorships, or promotions placed on or within the Platform or Content.
4.3 Take your own precautions: You must take your own precautions to ensure that your process for accessing the Platform does not expose you to risk of viruses, malicious computer code or other forms of interference which may damage your computer system.
4.4 You are responsible for costs: You are responsible for all costs, fees and expenses incurred directly or indirectly from accessing or otherwise using the Platform. This may include internet connection and usage fees and mobile telephone connection and usage fees.
4.5 User Content must not infringe third party rights: Notwithstanding clause 7.3 (Your responsibilities regarding intellectual property), you must ensure that you are entitled to use and upload the User Content to the Platform and that the User Content that you upload to the Platform does not infringe any third party Intellectual Property Rights.
4.6 Exposure to content: You understand that when using the Platform, you will be exposed to Content from a variety of sources. You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against #RebootAustralia, our related bodies corporate and our Associates with respect to such Content, and, to the extent permitted by law, you agree to indemnify and hold harmless #RebootAustralia, our related bodies corporate and our Associates to the fullest extent permitted by law regarding all matters related to your use of the Platform and Content.
4.7 Third Party Sites: The Platform may contain links to third party sites. We have not reviewed these websites and cannot vouch for the content on their pages. We are not responsible for the condition or content of those sites. You access those sites solely at your own risk. The links are provided solely for your convenience and do not indicate, expressly or impliedly, an endorsement, sponsorship or approval by #RebootAustralia of the sites or the content of such sites.
4.8 #RebootAustralia Listing: A Provider must publish at least 1 (one) #RebootAustralia Listing.
4.9 #RebootAustralia LifeSavers: The Provider acknowledges that if they publish a #RebootAustralia LifeSaver for their own services, there is no Provider Fee payable with respect to Bookings for that #RebootAustralia Listing booked through the use of the LifeSaver.
4.10 #RebootAustralia Listings: The Provider acknowledges that #RebootAustralia Listings are visible to the public and Users can search for #RebootAustralia Listings through the Platform or other search engines.
4.11 Private #RebootAustralia Listings: The Provider acknowledges that Private #RebootAustralia Listings are not visible in a search by Users, in order for a Member to make a Booking of a Private #RebootAustralia Card, the Provider must share a direct link with the Member.
5.1 Bookings: A Member may request a Booking with a Provider by selecting the book button on a #RebootAustralia Listing. Once a Provider accepts an invitation for a Booking from a Member through the Platform, #RebootAustralia will notify both the Provider and the Member and add the Booking to the Provider’s and Member’s #RebootAustralia calendar.
5.2 Providers are responsible for honouring Bookings: The Provider, not us, is solely responsible for honouring Bookings and providing the service to the Member.
5.3 Calendar: You may sync your #RebootAustralia calendar to any other digital calendar through the functionality provided by the platform.
6.1 Consideration and fees: In consideration of us granting the license in clause 3.2 (Our License to you) to you, and the obligations set out in this Agreement:
6.2 Payment terms: Once a Booking has been accepted by a Provider, the Member will pay the Provider Fee, through our third-party payment provider, and such amount will be held on escrow pending the completion of the service contemplated in the Booking.
6.3 Release from escrow: Upon completion of the service contemplated in the Booking, we will deduct the #RebootAustralia Booking Fee from the Provider Fee and release the balance of the Provider Fee to the Provider’s nominated bank account within 30 (thirty) days.
6.4 Refund: If a Booking is cancelled by the Member, the booking fee is forfeited. If a Booking is cancelled by the Provider, we will refund all fees paid.
6.5 Changes in Fees: We may vary the #RebootAustralia Booking Fees from time to time by notice in writing to you through the Platform, by email or by any other means. By continuing to use the Platform after the effective date of such variation, you agree to be bound by the new #RebootAustralia Booking Fee.
6.6 Set-off: We may set-off against or deduct from any payment to you under this Agreement any amount of which you may be liable to pay to us from time to time.
6.7 Use of LifeSavers. Where one or more LifeSavers are used as payment for the Booking, these shall be deducted from the tally of LifeSavers held on behalf of the provider of the LifeSaver.
7. INTELLECTUAL PROPERTY
7.1 Intellectual property owned by #RebootAustralia: You acknowledge that (a) the Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including copyright, and (b) #RebootAustralia and/or third parties own all right, title and interest in and to the Platform and software provided through or in conjunction with the Platform, including all Intellectual Property Rights contained in them.
7.2 Intellectual property owned by you: As between you and us, you own all Intellectual Property Rights in any User Content (e.g. photos, text).
7.3 Your responsibilities regarding intellectual property: You agree that you will not, and will not allow any third party to, (i) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality contained in the Platform, (ii) use the Platform to access, copy, upload, transfer, transcode or retransmit Content in violation of any law or third party rights, or (iii) remove, obscure, or alter #RebootAustralia’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Platform. Any reproduction or redistribution of any part of the Platform is prohibited and may result in civil and criminal penalties. In addition, you must not copy the #RebootAustralia Content to any other server or location.
7.4 Possible Infringement: You must:
- notify #RebootAustralia immediately upon becoming aware of any direct or indirect infringement of any of #RebootAustralia’s Intellectual Property Rights or claims by a third party that use of any of the intellectual property contained within the Platform infringes the rights of a third party, and
- do all things reasonably necessary, at #RebootAustralia’s cost, to assist #RebootAustralia to prevent any prohibited or otherwise unauthorised access to or use of #RebootAustralia’s Intellectual Property Rights.
8. SUSPENSION AND TERMINATION OF ACCOUNTS
8.1 Our reserved rights to determine access: We reserve the right, in our sole discretion, to decide whether your activity or behaviour on the Platform violates this Agreement (including copyright).
8.2 Suspension or termination of your access or account: We may at any time, without prior notice suspend or terminate your access and/or use of all or any part of the Platform, and we may suspend or terminate your account, if, in our sole discretion, we believe that:
- you have invited a User who then falsifies their information in breach of clause 2.4 (User account and your email address);
- you have breached this Agreement in any way;
- your access or use of any part of the Platform may be directly or indirectly harmful to others or may otherwise violate any laws or regulations;
- we cease to operate the Platform; or
- for any other reason.
In addition, if we deem it appropriate, we may also report your activity or behaviour to the relevant authorities.
8.3 What happens if we suspend or terminate your access: If we suspend or terminate your access or use of the Platform, or your account, you are prohibited from continuing to access and use any part of the Platform regardless of whether you are able to continue to do so. In addition, you are not permitted to create, and you must not create, any other accounts for access to the Platform.
8.4 No transfer: You may not transfer your account to any other person.
8.5 Inactive accounts: We may also suspend and/or terminate your account for all or any part of the Platform because of your inactivity.
8.6 Removal of Content: If your account is terminated, all Content associated with your account will be deleted after 90 (ninety) days.
9. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
9.1 No liability: To the full extent permitted by law, #RebootAustralia, its related bodies corporate and its Associates expressly disclaim any and all liability in connection with: (a) any advice or information provided by any Providers; (b) personal injury or property damage, of any nature whatsoever; (c) any unauthorised access to or use of our servers and/or any personal information stored therein; (d) any alteration, amendment, interruption, rescheduling, modification or cessation of all or any part of the Platform; (e) all Content and any other information contained in any part of the Platform and the removal or suspension of any Content or any other information; (f) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform; (g) any Loss of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Platform; and (h) any direct, indirect, incidental or punitive damages, including loss of profits, goodwill or intangible losses, loss of data, interruption of business or damage (including consequential, special or incidental damage), in each case, arising from access to or use of any part of the Platform (including any advice or information obtained from any Providers) whether or not caused by any negligent act or omission or resulting from any delay in removing or failure to remove Content or Users from the Platform after receiving a request for removal even if we knew or should have known of the possibility of such Loss and whether damages are claimed in contract, tort (including negligence) or statute. #RebootAustralia’s total liability, with respect to a User, in connection with this Agreement, whether based upon indemnity, warranty, contract, statute or tort (including negligence) will not exceed the total aggregate #RebootAustralia Booking Fees received by #RebootAustralia from that User in the 12-month period immediately prior to the date of the event giving rise to the claim or $1000 whichever is lower.
9.2 No representations or warranties: To the full extent permitted by law, #RebootAustralia, its related bodies corporate and its Associates exclude all representations and warranties (in each case, whether express or implied) in respect of the completeness, accuracy, reliability, suitability or availability with respect to the Platform, the Content, the advice or information provided by any Providers the content of any sites linked to any part of the Platform, or the information contained on any part of the Platform for any purpose. Any reliance you place on any such content or information is strictly at your own risk.
9.3 Indemnity: You indemnify and hold us harmless in respect of any and all claims, Loss of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of or in any way connected to any: (a) act or thing done by us in good faith and purportedly pursuant to a right granted to us under this Agreement; (b) breach by you of any provision of this Agreement; (c) any wilful, unlawful or negligent act or omission by you; (d) your use of the Platform (including any advice or information received or given by you); (e) any claims made by a third party in respect of a breach of their Intellectual Property Rights including in relation to any User Content uploaded by you; or (f) your reliance on or use of any Content (including any advice or information received from Providers).
9.4 Agreement subject to law: This Agreement is to be read subject to any law which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If any law prohibits the exclusion of such warranties, conditions or obligations, #RebootAustralia limits its liability to the extent permitted by law, to the re-supply of the Platform or the amount of any Booking Fee received by Reboot Australia from that User in the 12-month period immediately prior to the date of the event giving rise to the claim or $1000 whichever is lower.
9.5 No limitation on your statutory rights: We make no express warranties or representations other than set out in this clause 9 (Exclusion of Warranties and Limitation of Liability) . Nothing in this Agreement excludes, restricts or modifies any terms, conditions or warranties that are imposed or implied by any statute. Limitations and exclusions are made only to the extent that we may legally do so.
9.6 Consumer guarantees: You may have the benefit of consumer guarantees under the ACL, and in such cases clauses (a) through to (c) following apply: (a) our goods come with guarantees that cannot be excluded under the ACL; (b) you are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable Loss. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure; and (c) the benefits of this warranty are in addition to any rights and remedies imposed by Australian State and Federal legislation that cannot be excluded and where this clause is inconsistent with any other provision of this Agreement, this clause will prevail. Our liability to you is limited to the options set out in this clause 9.
10.1 No assignment by you: You must not assign, sublicense or otherwise deal in any other way with any rights or obligations under this Agreement whether in whole or in part – except as permitted under this Agreement. Any unauthorised assignment, sublicense or other dealing shall be null and void.
10.2 #RebootAustralia may assign: #RebootAustralia may assign, sublicense and otherwise deal with any rights and obligations under this Agreement without restriction.
10.3 No Waiver: If we do not act in relation to a breach by you of this Agreement, this does not waive our right to act with respect to that or subsequent or similar breaches.
10.4 Entire agreement: This Agreement and any other legal notices published by #RebootAustralia on the Platform from time to time shall constitute the entire agreement between you and #RebootAustralia concerning the Platform.
10.5 Disputes: Prior to resorting to any external dispute resolution process, you and #RebootAustralia will use reasonable endeavours to use mediation and negotiation to resolve any dispute arising out of or relating to this Agreement.
10.6 Force majeure: #RebootAustralia will not be liable to you or any other party for any failure to perform its obligations under this Agreement where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused by or contributed to you.
10.7 Survival: Clauses 7 (Intellectual Property) and 9 (Exclusion of Warranties and Limitation of Liability), together with any other clauses which contemplate that a party has any rights or obligations after this Agreement is terminated, survive the termination of this Agreement.
10.8 Severability: If any provision of this Agreement is held by a competent authority to be invalid or unenforceable or otherwise becomes illegal, in whole or in part, it is to be read down or severed to the extent necessary and the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected.
10.9 Exclusion of the Vienna Sales Convention: The United Nations Convention on Contracts for the International Sale of Goods concluded in Vienna, Austria on 11 April 1980 does not apply to this Agreement or to any individual contract of sale concluded within the framework of this Agreement.
10.10 Governing Law: This Agreement is governed by and shall be construed in accordance with the laws of New South Wales, Australia. Any dispute arising in respect of this Agreement shall be subject to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal therefrom.