Terms & Conditions.

Tinshake's Application & Website Terms and Conditions of Use

TINSHAKE PTY LTD

ACN: 620 133 726       
 

 1) Schedule of Definitions:

Account means the online account that the Purchaser uses to purchase goods and access services on the Website or App;

App means the application “Tinshake” which can be downloaded through the App store on Apple and Android;

Purchaser means the entity to whom Goods or Services are supplied by Tinshake Pty Ltd;

Contract means a contract of the sale of Goods or Services arising out of an order accepted by Tinshake Pty Ltd;

Delivery means the Goods or Services have been provided through the Website or App to the Purchaser through their Member Account;

Dispute means an unresolved claim which arises under these terms and conditions;

Goods means any goods and or services supplied by Tinshake Pty Ltd through the Website or App;

Tinshake Pty Ltd means Tinshake Pty Ltd ACN 620 133 726  and its assigns;

“Tinshake” means the Website and App provided by Tinshake Pty Ltd ACN 620 133 726  and any brand identity, goodwill or intellectual property which arises from this;

GST means Goods and Services Tax as provided for in A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Invoice means the Invoices issued by Tinshake Pty Ltd through the Apple App Store and/or Android App Store in relation to a Contract;

Member means an account holder under the website who has completed the registration process and agree to be bound by the terms and conditions;

Notice means written notice of a dispute in accordance with Clause 16(b);

Parties means the parties to these terms and conditions;

Products means purchasable Goods or Services that have been listed for sale through the Website or App;

Purchase Services means the service provided by the Website and App which allows you to make contributions and Gifts or access the Services;

Refund means a refund of the purchase services fee under the Refund Policy;

Services means ; all social media, fundraising, actions, chat and statistical features;

Services Address means support@tinshake.com;

Services Fee means the total monetary amount payable for the contributions and Gifts on the website including any associated bank, payment gateway or credit card charges;

Terms means the terms and conditions contained herein within this document;

Website means  www.tinshake.com and any pages or subpages associated with this domain name.

2) About the Website and App

 a) Welcome to Tinshake (the 'Website'). The Website provides you with an opportunity to browse our services that are available through the App (the 'Services'). The Website provides this service by way of granting you access to the content on the Website and App (the ‘Purchase Services’).

b) The Website and App is operated by Tinshake Pty Ltd (ACN 620 133 726 ) herein referred to as Tinshake. Access to and use of the Website, or any of its associated Products or Purchase Services, is provided by Tinshake. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website and App, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, App, Services or any of the Purchase Services, immediately.

3) Acceptance of the Terms

a) You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Tinshake in the user interface.

4) Registration to use the Purchase Services and Services

a) In order to access the Purchase Services and Services, you must first register for an account through the Website or App (the 'Account').

b) As part of the registration process, or as part of your continued use of the Purchase Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

i) Email address/Apple ID/Facebook user details

ii) Mailing address

iii) Telephone number

iv) Password

v) First and last name

vi) Date of birth

c) You warrant that any information you give to Tinshake in the course of completing the registration process will always be accurate, correct and up to date.

d) Once you have completed the registration process, you will be a registered member of the Website or App ('Member') and agree to be bound by the Terms. As a Member, you will be granted immediate access to the Purchase Services.

e) You may not use the Purchase Services if you do not accept the Terms.

5) Member obligations

a) As a Member, you agree to comply with the following:

i) you will use the Purchase Services only for purposes that are permitted by:

(1)  the Terms; and

(2)  any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

ii) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Purchase Services;

iii) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Tinshake of any unauthorised use of your password or email address or any breach of security of which you have become aware;

iv) access and use of the Website and App is limited, non-transferable and allows for the sole use of the Website and App by you for the purposes of Tinshake providing the Services;

v) you will not use the Services, the Website or the App in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Tinshake;

vi) you will not use the Services, the Website or the App for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website or App;

vii) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website or App without notice and may result in termination of the Services. Appropriate legal action will be taken by Tinshake for any illegal or unauthorised use of the Website; and

viii) you acknowledge and agree that any automated use of the Website or App or its Services is prohibited.

6) Payment

a) Where the option is given to you, you may make payment for the Purchase Services (the 'Services Fee') by way of:

i) Credit Card Payment ('Credit Card');

ii) Debit Card Payment (‘Debit Card’); and

iii) Any other method of payment accepted by the Apple App Store or the Android App Store.

b) You acknowledge and agree that where a request for the payment of the Purchase Services Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Purchase Services Fee.

c) You agree and acknowledge that Tinshake can vary the Services Fee at any time.

d) All currency referred to on the Website and App is in Australian Dollars ($AUD). However the currency charged may vary where payment is made through the Apple App Store or the Android App Store and is subject to the terms and conditions of the App Store you are purchasing the Goods or Services from. Tinshake takes no responsibility for any currency exchange fees which may be incurred from the Purchase Services.

e) Payment: To contribute to a Campaign, a Member will be required to provide Tinshake®’s Payment Processor information regarding the Member’s credit card or other payment instrument (“Payment Instrument”). You, as a Member, represent and warrant to Tinshake® that such information is true, current and accurate and that you are authorised to use the applicable Payment Instrument. You agree that a certain minimum amount may apply, and that all payments are deemed as gift to the Campaign Owner, are final and cannot be refunded. Tinshake® uses Stripe Inc to charge and move Gifts to a Campaign, and Members agrees to the processing, use, transfer or disclosure of data by Stripe pursuant to these Terms of Service.

f) All payment transaction through the App are subject to Stripe's terms of service and by using the App you accept and agree to the Stripe Services Agreement and to its incorporation into the Terms of Use found at https://stripe.com/au/legal. Gifts made through Stripe are charged to your card immediately. Tinshake® issues a receipt by email to the email address entered at the time successful payment and provides a Statement within the app. Any Gifts made through the App using a Stripe are final. If you become aware that your credit card has been lost, stolen or is being used fraudulently, it is your responsibility to report the issue to your financial institution.

g) We do not store your credit card details. We use the services of our payment provider stripe which stores your credit card data. Stripe provides security against online fraud. However, we provide no warranty as to Stripe’s platform, safety or security – also refer to https://stripe.com/radar

https://stripe.com/en-au/privacy

h) Tinshake® provides several activities and subscriptions that can be purchased by our members through Market Place InApp billing services. These services are provided by the Google and Apple and where any member transacts with Apple are subject to Apple’s terms and conditions -  https://www.apple.com/au/legal/internet-services/itunes/au/terms.html. Any Member that transacts with Google are subject to Google’s Terms and Conditions - https://play.google.com/about/play-terms/.

7) Campaign Funds

Campaign Funds: Tinshake® does not hold funds, money moved to the Campaign Owner’s Bank Account are subject to the terms and conditions of our Payment Provider and the Bank holding the funds. You acknowledge and agree that:

(a) Funds may not move to the Campaign Owner’s Bank account for immediate use

(b) Tinshake® does not guarantee that funds will moved to the Campaign Owner within any specific time frame

(c) Tinshake® waives all responsibility for any delay of funds being moved or the Campaign Manager’s inability to access and use funds at any specified time.

The Campaign Owner is responsible for ensuring that the information provided to Tinshake® in order to transfer money via our Payments Partner order to process a Withdrawal, including bank account information, is accurate and up to date.

8) Refund Policy

Tinshake will only provide you with a refund of the Purchase Services Fee in the event the manager of Tinshake makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances (the 'Refund'). Refunds will usually be processed through the Apple App Store or the Android App Store and will be subject to the terms and conditions of each platform.

9) Donation Based Crowdfunding

Tinshake is an online platform that provides users and members with the ability to create and host their own campaigns for the purposes of donation based crowdfunding. You understand that Tinshake acts merely as an online platform and agree to abide by any statutory and regulatory provisions that are relevant to your country and jurisdiction when creating and hosting campaigns. Tinshake reserves the right to update, delete and amend any campaigns at their discretion. By creating these campaigns you will be solely liable for the collection and distribution of any monies, funds and other considerations that are collected through the platform. If you are in breach of the Website Terms and Conditions of Use or have been found to be acting in a fraudulent or dishonest manner by Tinshake then Tinshake reserves the right to immediately terminate your membership and account. Any attempt to transfer, sell, monetize or commercialise off the campaign to any person, entity, user or third party is expressly prohibited.

10) Member Conduct and Disputes

Member Account, Password and Security: You agree to maintain the confidentiality of all passwords and for ensuring that each password is used only by you. You agree not to share usernames and passwords. If You believe that any other user or a third party may have obtained your username or password, please report the matter to Tinshake® immediately. You are entirely responsible for all activities that occur under Your account. Tinshake® will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to the App: Tinshake® reserves the right to suspend or discontinue the App any time without reason or notice and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom.

Public Campaigns and their Content: Public Campaigns are shared across the Tinshake® Member community and is public, such as content you post publicly on the Tinshake® App (including descriptions, texts, music, sound, information, data, software, graphics, comments, photos, videos, images, trademarks, logos, brands or other materials you upload or post through the App or share with other Members or recipients)

(“Member Content”). Information including your first and last name, public email address, workplace association or organisation, personal biography, and other information you enter in connection with your Tinshake® User Profile will be displayed to other Tinshake® Members to facilitate interaction between Members within the App. You can choose when setting up a Campaign to make it Private where only Member Content is shared between Members of that Campaign.

If you choose to operate a Public Campaign within Tinshake, then that information may be publicly available. Individuals reading such information may use or disclose it to other individuals or entities without our knowledge and without your knowledge, and search engines may index that information. Where the content is deemed or suited to be private, then a Campaign should be created and or converted to Private. see our Privacy Policy for information on the ways that we may collect, use, and store.

Group and Campaign Name Proprietorship: All @Group Campaign Names remain the property of Tinshake® and cannot be transferred, sold, rented, licensed, shared or traded. It is at Tinshake® sole and absolute discretion to refuse use of, hold, reserve or transfer to another Member or remove @Group and Campaign Names at any time. Tinshake® reserves the right to re-issue your group ownership to the rightful owner under international Trademark laws or if there is a case of misrepresentation.

Termination of Tinshake Membership: You agree that Tinshake® may suspend or terminate your account (or any part thereof) or your access to the App and remove and discard any Member Content or data at any time and for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.

Member Disputes: You agree that you are solely responsible for your interactions with any other Member, Campaign Manager or Campaign Owner in connection with the App and Tinshake® will have no liability or responsibility with respect thereto. Tinshake® reserves the right, but has no obligation, to become involved in disputes between you and any other Members of the App.

Disputes relating to the Campaign Owner Bank: Tinshake® does not hold funds, money moved to the Campaign Owners Bank account are subject to the terms and conditions of our Payment Provider and the Bank used to hold funds. You agree that the Campaign Owner are solely responsible for interactions with their Bank used to hold the funds Tinshake® will have no liability or responsibility with respect thereto. Tinshake® reserves the right, but has no obligation, to become involved in disputes between you and any Bank holding the Campaign Funds.

Conduct prohibited on the Tinshake® App: You are responsible for compliance with all applicable law in relation to your Campaign or use of the App. You acknowledge that Tinshake® does not pre-screen Member Content and you are further responsible for all Member Content that you upload, post, publish, display, transmit or otherwise use. If you

are a Campaign Owner, you agree to use the Campaign funds as set out and described to your Campaign Members. You agree to fully cooperate with any request we make for evidence we deem necessary to verify your compliance with these Terms of Service.

The below are several are examples of Member Content that is illegal or prohibited by Tinshake® and we reserve the right to remove any Campaign and/or investigate any Member at our absolute discretion who violates any of our Terms. As we investigate your @Group, Campaign, Member, or Member Content, we reserve the right to review any material including but not limited to social media, related news, and any other information that we deem relevant.

Without limiting the foregoing, you agree and represent, warrant and covenant not to use the App to raise funds, establish or contribute to any Campaign with the purpose of promoting or involving:

(a) To engage in activities targeting Members or making the App crap for a Member community – we have a do not be a dickhead policy.

(b) The violation of any law, regulation or third-party guidelines or agreements by which you are bound

(c) Any items deemed or represent weaponry or munitions

(d) Any substances controlled or banned or that provide the same effect as an illegal drug; or other products, that have been found by an applicable regulatory body to cause harm;

(e) Campaigns and Member Content, misleading, inaccurate, dishonest, impossible or fraudulent by nature

(f) Member Content that promotes hate, violence, harassment, bullying, discrimination, terrorism, or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, gender identity, gender expression or disabilities

(g) Member Content that is graphic and perverse in nature

(h) Any representation of financial services such as lending, banking, crypto currencies and or pyramid schemes

(i) Counterfeit products and products and service that infringe on others intellectual property, copyright trademark or privacy.

(j) Any form of Gambling, games of skill, auctions, rewards or lotteries

(k) Any form of ‘Catfishing’ or misrepresentation of your identity

(l) Any form of harassment through the posting of content or images without seeking permission from the individuals in the image

(m) Distributing software viruses designed to disrupt, hacking or attempts to disrupt communication networks

(n) Delivering unsolicited communication to members in the form of ‘Junk mail’ or ‘Spam’

(o) Any form of scrapping services or efforts to collect data on Members

(p) Use our App in any way to launder illegal proceeds

(q) Knowing accept gifts that are suspicious or knowingly fraudulent in source

Tinshake® reserves the right to disallow and or suspend any Groups or Campaigns at our absolute discretion that may violate these Terms of Service. Tinshake® can share any information related to our Members use of the App with the appropriate financial institution, regulatory authority, or law enforcement agency. This information may include information about you, your account, your Members, your payments, and transactions made through or in connection with your use of the App.

11) Affiliates

We encourage users to use our Website, App and Services and share any campaigns with family and friends. Please note that the Website, App and Services may only be used for free promotional purposes only. Any attempt to charge or monetise the use or incorporation of our Website, App or Services is expressly prohibited. Tinshake reserves the right to revoke your membership, accessibility and use of the Website, App and Services if you are found to be in breach of this clause.

12) Advertising and Privacy

Tinshake may allow third-party advertising on the App. User information such as preferences and settings may be disclosed to them.

Tinshake takes your privacy seriously and any information provided through your use of the Website and/or the App are subject to Tinshake Privacy Policy, which is available on the Website.

The App or third parties may provide or facilitate links, tools, widgets or other features that allow you to access other sites, services and resources provided by third parties (collectively, “Third Party Resources”). Tinshake® has no control over any products, services or content made available through a Third-Party Resources. Tinshake® does not endorse Third-Party Resources or the products, services or content made available by them unless stated otherwise and at our absolute discretion. You acknowledge that Tinshake® is not responsible or liable for functions, accuracy content, legality or appropriateness of any Third-Party Resources. You acknowledge and agree that Tinshake® will not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any content, goods, services or events through any Third-Party Resources. Any Services provided by a third party are between you and the third party and may be subject to additional terms provided by the third party. As an example of this, if you upload a video to a Campaign via TikTok, that video will be uploaded using TikTok, and subject to the TikTok Terms of Service. And you agree that Tinshake® is not liable for any loss or claim that you may have against any such third party.

13) Terminating and Closing a Campaign

Campaign Closures or Changes by Tinshake®: Tinshake® at our absolute discretion may shut down a Campaign in the best interest of our Members. Tinshake® may convert a Public Campaign to a Private Campaign in the best interest of our Members and at our absolute discretion. If you are blocked by Tinshake® from accessing the App you agree not to circumnavigate our blocking including masking your IP address or using a proxy IP address. Several reasons for a Campaign to be shut down and at our absolute discretion include:

(a) Information provided by the Campaign Owner is misleading, or fraudulent, or funds are being used in a prohibited manner

(b) a Campaign Owner has violated these Terms and Conditions of the App

(c) Where Tinshake® is required to comply with a court order, warrant or as otherwise required under applicable laws and regulations.

(d) The Campaign is reported by members based on Member Content that has violated these Terms and Conditions of the App

(e) Unwanted and deliberate trolling

(f) Posting images in any format without consent of the persons contained in them.

14) Tinledger

Tinledger Notifications and Availability: The Tinshake® Tinledger feature is provided by our consent driven digital data capture partner. The Tinledger feature is dependent on the Campaign Owner’s Bank to be available in a format for our consent driven digital data capture partner to receive data and as such are subject to their terms and conditions https://docs.basiq.io/en/articles/415750-basiq-terms-of-service. You acknowledge and agree that:

(a) A Campaign Owner’s Bank balances and transactions are not provided in real-time

(b) Tinshake® does not guarantee that balances will be up to date and or transactions will always be received and notified to Members

(c) Not all descriptions of transactions are able to be identified and are presented on a best effort basis, if at all

(d) Tinshake® does not guarantee that the amounts presented on transactions will be accurate 100% of the time

Tinshake® waives all responsibility for any delay of balances or transactions not being received.

15) Copyright and Intellectual Property

a) The Website, the App, the Purchase Services and all of the related products of Tinshake are subject to copyright. The material on the Website and App is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website and App (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Tinshake or its contributors.

b) All trademarks, service marks and trade names are owned, registered and/or licensed by Tinshake, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

i) use the Website and App pursuant to the Terms;

ii) copy and store the Website and App and the material contained in the Website and App in your device's cache memory; and

iii) print pages from the Website and App for your own personal and non-commercial use.

Tinshake does not grant you any other rights whatsoever in relation to the Website, the App or the Purchase Services. All other rights are expressly reserved by Tinshake or its contributors.

c) Tinshake retains all rights, title and interest in and to the Website, the App and all related Purchase Services. Nothing you do on or in relation to the Website or the App will transfer any:

i) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

ii) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

iii) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

d) You may not, without the prior written permission of Tinshake and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website and App, which are freely available for re-use or are in the public domain.

16) General Disclaimer

a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

b) Subject to this clause, and to the extent permitted by law:

i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

ii) Tinshake will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

c) Use of the Website, the App and the Purchase Services is at your own risk. Everything on the Website, the App and the Purchase Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Tinshake make any express or implied representation or warranty about the Purchase Services or any products or Purchase Services (including the products or Services of Tinshake) referred to on the Website or App, includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

ii) the accuracy, suitability or currency of any information on the Website or App, the Products, or any of its Purchase Services related products (including third party material and advertisements on the Website);

iii) costs incurred as a result of you using the Website, the App, the Purchase Services or any of the products of Tinshake; and

iv) the Purchase Services or operation in respect to links which are provided for your convenience.

17) Liability

a) Tinshake’s total liability arising out of or in connection with the Purchase Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed $1000.00 AUD.

b) You expressly understand and agree that Tinshake, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

c) Tinshake is not responsible or liable in any manner for any site content (including the Content and Third Party Content) posted on the Website or App, whether posted or caused by users of the website of Tinshake, by third parties or by any of the Purchase Services offered by Tinshake.

d) Tinshake is not responsible or liable in any manner for any advertising content (including the Content and Third Party Content) posted on the Website or App posted by third parties or affiliates.

18) Termination of Contract

a) The Terms will continue to apply until terminated by either you or by Tinshake as set out below.

b) If you want to terminate the Terms, you may do so by:

i) closing your accounts for all of the services which you use, where Tinshake has made this option available to you; or

ii) where the option to close your accounts is not available to you, write to Tinshake to terminate the services which you use by way of email to support@tinshake.com.

Your notice should be sent, in writing, to Tinshake via the 'Contact Page' link on the homepage.

c) Tinshake may at any time, terminate the Terms with you if:

i) you have breached any provision of the Terms or intend to breach any provision;

ii) you purport to assign your rights under this Contract;

iii) An event occurs outside the control of Tinshake which would reasonably make it impractical or impossible for it to fulfill its obligations under the Contract;

iv) Tinshake is required to do so by law;

v) the partner with whom Tinshake offered the Purchase Services to you has terminated its relationship with Tinshake or ceased to offer the Purchase Services to you;

vi) Tinshake is transitioning to no longer providing the Purchase Services to Users in the country in which you are resident or from which you use the service; or

vii) the provision of the Purchase Services to you by Tinshake is, in the opinion of Tinshake, no longer commercially viable.

d) Subject to local applicable laws, Tinshake reserves the right to discontinue or cancel your membership to the Website or App at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website, the App or the Purchase Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Tinshake's name or reputation or violates the rights of those of another party.

e) When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Tinshake have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

19) Indemnity

a) You agree to indemnify Tinshake, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

i) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;

ii) any direct or indirect consequences of you accessing, using or transacting on the Website or App or attempts to do so; and/or

iii) any breach of the Terms.

20) Dispute Resolution

a) Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

b) Notice: A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

c) Resolution: On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:

i) Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

ii) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;

iii) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting

the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

iv) The mediation will be held in Sydney, Australia.

d) Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

21) Termination of Mediation:

If 2 weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

22) Jurisdiction

In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of NSW, Australia.

23) Governing Law

The Terms are governed by the laws of NSW, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of NSW, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

24) Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties have taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

25) Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.