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Terms of Service

Terms of Service

1) Purpose of This Document

Hello, we’re VenueSafe (we, us), an entity wholly owned by Mr Yum Trading Pty Ltd (ACN 631 687 673) (Mr Yum). These Terms of Service (Terms) are here to ensure you understand your rights and obligations when you access, navigate, and use the VenueSafe Software (the Software) and its Services (as defined below).

2) Definitions

Charges means the sums to be paid for the Licence and the Services and any other charges set out in the Registration Form.

Vendor Data means all data you make available to Mr Yum and VenueSafe or maintained through use of the Software.

Documentation means operating or user manuals and associated materials provided by Mr Yum and VenueSafe in respect of the Software.

Intellectual Property Rights means any patent, trade mark, service mark, copyright, moral rights, right in a design, know-how, confidential information and all or any other intellectual or industrial property rights.

Services means the hosting, support and other services set out on the Website.

Software means the VenueSafe software, as updated by any subsequent release, but excludes any third-party software.

Website means the website from which Mr Yum and VenueSafe make the Software available.

3) Term and Access

3.1 Any reference in these Terms to “you” or “your” or “Customer” means any person accessing, viewing or using the Software and/or Services.

3.2 By accessing, navigating and using the Software or otherwise dealing with VenueSafe, you agree to be bound by these Terms and the Privacy Policy, which can be viewed on the Website.

3.3 VenueSafe may amend these Terms at any time at its sole discretion. By continuing to use the Software and/or Services, you will be deemed to have accepted any revised terms from the date that they are published on the Website.

3.4 VenueSafe grants you a non-exclusive, non-transferable licence to access, use and navigate the Software, Services and Website subject to you complying with these Terms.

3.5 Mr Yum and VenueSafe reserve its right to investigate and take appropriate legal action for any illegal and/or unauthorised use of the Software, Services, Website, or breach of these Terms.

3.6 Your right to access and use the Software commences on the date that VenueSafe first gives you access to the Software and will continue until terminated in accordance with these Terms.

3.7 To use the Software and Services, you acknowledge and agree that you may need to provide VenueSafe with information that could personally identify you. You acknowledge and agree that all information collected will be dealt with in accordance with the Privacy Policy.

3.8 VenueSafe will provide you with an initial login name and password to enable you to access the Software.

3.9 You must use the Software in accordance with the operating procedures set out in the “Help” [TM1] section of the Software.

3.10 VenueSafe reserve its right to suspend or terminate your access to the Software, Services or Website at its sole discretion where VenueSafe holds a reasonable apprehension that you have or may have breached these Terms. If VenueSafe suspects you are or may be in breach of these Terms, we will endeavour to notify you of that breach and ways in which you can remedy it.

4) Your obligations

4.1 You must not:

a) circumvent or disable the Software;

b) copy, adapt or modify the Software except as expressly permitted by these Terms;

c) decompile or reverse engineer the Software;

d) develop any product that would compete with the Software;

e) copy any Documentation, except for your own back-up purposes;

f) undermine the security and integrity of VenueSafe’s systems;

g) impair the functionality of the Software or any other user’s ability to use the Software;

h) attempt to change, add to, remove, deface, hack or otherwise interfere with the Software, Services or Website or any material or content displayed on the Software, Services or Website unless expressly permitted by VenueSafe or these Terms; and

i) keep confidential the login details assigned to you.

4.2 You will:

a) use the Software at your own risk;

b) be responsible for your internet connection, device configuration and implementation of the Software;

c) be responsible for determining that the Software meets your needs; and

d) provide VenueSafe with information and access so that VenueSafe can perform the Services.

5) VenueSafe Services

5.1 VenueSafe will make the Software available and provide Services on the terms set out at the Website.

5.2 VenueSafe will use reasonable commercial endeavours to make the Software available 24 hours a day with the exception of clause 5.3.

5.3 You agree that VenueSafe may conduct maintenance of the Software, Services or Website at any time and that this maintenance may interrupt your access to the Software, Services or Website. We will, where possible, give you advance notice of any maintenance activity.

6) Charges and Payment for Premium Services

6.1 VenueSafe will submit routine invoices to you on the basis of the subscription you have selected.

6.2 All money unpaid to VenueSafe will be immediately payable on the date specified within the invoice sent to you pursuant to clause 6.1, without set-off or deduction.

6.3 VenueSafe reserves the right to suspend or terminate access to the Software and Services until payment is made.

6.4 If you fail to pay an invoice on the due date specified in the invoice, VenueSafe may, at its discretion, charge you interest at 2% per month on the amount unpaid from the date specified in your invoice.

7) Intellectual Property Rights and Client Data

7.1 All material displayed on the Software, Services or Website, including but not limited to all information, photographs, graphics, illustrations, artwork, names, logos, trade marks, documentation, copy writing and design features (VenueSafe Intellectual Property), must not be used for any purpose, commercial or otherwise, without our express prior written consent.

7.2 You agree not to copy, imitate, reproduce, reverse engineer, sell, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any VenueSafe Intellectual Property for any purpose, commercial or otherwise, to any third party in whole or in part without VenueSafe’s express prior written consent.

7.3 You acknowledge that if you do copy, imitate, reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any VenueSafe Intellectual Property, we will suffer loss and damage and you agree to indemnify us for any such loss and damage.

7.4 VenueSafe does not grant any licence or right in or assign all or part of the rights of the VenueSafe Intellectual Property to you.

7.5 You warrant that you will not infringe the Intellectual Property Rights of VenueSafe.

7.6 You own all Intellectual Property Rights in the Vendor Data, but VenueSafe may:

a) use the Vendor Data to perform its obligations under these Terms; and

b) aggregate the Vendor Data for benchmarking and statistical purposes on an anonymous basis.

7.7 You are responsible for ensuring that VenueSafe has the right to use the Vendor Data. We will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Vendor Data.

7.8 VenueSafe will store and use Vendor Data in accordance with the Privacy Policy, which can be viewed on the Website.

8) Liability

8.1 The Software is provided on an "As-Is" basis without warranty of any kind. VenueSafe does not warrant that the functions in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free. The risk as to the quality and performance of the Software is with you

8.2 You agree that your use of the Software, Services and the Website are at your own risk and you accept and agree that you will not seek to hold VenueSafe accountable for any loss or damage, loss of profits, or any consequential, special, indirect or incidental loss or damages, however caused, that you or any third party may suffer as a result of your use of the Software, Services and/or the Website, and that you will indemnify VenueSafe for any such loss and damage we suffer as a result of claims brought against us by any party as a result of your use of the Services and/or the Website.

8.3 All representations or warranties (statutory, express, or implied) except any that may not be lawfully excluded, are expressly excluded.

8.4 Nothing in these Terms purports to modify or exclude the conditions, warranties, guarantees and undertakings, and other legal rights, under the Australian Consumer Law and other laws which cannot be modified or excluded.

8.5 To the fullest extent of the law, you agree to indemnify VenueSafe from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including legal fees) arising out of, or in any way related to, your breach of any of the provisions of these Terms and/or your use of the Software, Services and Website.

9) Termination

9.1 You may terminate your use of the Software at any time by notifying VenueSafe by email. Your subscription will remain active until the end of your subscription period.

9.2 VenueSafe may, at its sole discretion, terminate your use of the Software by giving you 30 days’ written notice.

9.3 VenueSafe may terminate your use of the Software immediately on giving you written notice if you become insolvent or breach these Terms and fail to remedy the breach within 14 days’ notice of the breach.

9.4 Clauses 7 and 8 will survive termination of your use of the Software.

10) Other

10.1 VenueSafe is permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent to you. You may not assign, transfer or sub-license any of your rights and/or obligations under these Terms without VenueSafe’s prior written consent. A change in the legal or beneficial ownership or control of your entity will be deemed to be an assignment.

10.2 VenueSafe may amend these Terms (including the Charges) on posting the new terms on the Website. Your continued use of the Software will constitute acceptance of the amended Terms.

10.3 If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

10.4 These Terms are governed by Australian law.

Last updated 5 January 2020.