In these Terms and Conditions of use, unless the context otherwise requires:
(a) “Business User” means the business, company or other entity registered to use our Services as a business user.
(b) “Claims” means all demands, claims, proceedings, penalties, fines and liability whatsoever (whether criminal or civil, in contract, tort or otherwise).
© “Confidential Information” means any and all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding information:
(i) entering the public domain or disclosed to a party by a third party, unless in breach of this Agreement; and
(ii) developed independently by a party.
(d) "Content" means any text, images, audio, video and all other forms of information or data that you upload, share or transmit to, through or in connection with our Services.
(e) “Loss” means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.
(h) “User Account” means the account you use to access our Services.
(i) “We” “us” “our” and “Wondaris” means Wondaris Pty Ltd.
(j) “You” and “your” means the Business User.
In the Terms and Conditions, unless the context otherwise requires:
(a) words importing any gender include every gender;
(b) words importing the singular number include the plural number and vice versa;
© words importing persons include firms, companies and corporations and vice versa;
(d) any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
(e) headings do not affect interpretation;
(f) the word “including” (and related forms including “includes”) means “including without limitation”.
2.1 Our Terms and Conditions are intended to make you aware of your legal rights and responsibilities with respect to your access to our Services.
2.2 By accessing or using our Services, you agree to be bound by our Terms and Conditions. If you do not agree to all the terms or meet all eligibility requirements, you must discontinue use of our Services immediately.
3.1 In the event of any inconsistencies between this Terms and Conditions and the Business User Agreement, the Terms and Conditions contained in the Business User Agreement prevails to the extent of the inconsistency.
4.1 We reserve the right to amend or vary the Terms and Conditions from time to time without giving any reason.
4.2 You will be given notice of any change by publication of an amended Terms and Conditions (‘Amended Terms and Conditions’) on our website or being sent a copy of the Amended Terms and Conditions by email, post or facsimile and take effect 21 days after the date on which they are published or are sent to you in accordance with this clause.
4.3 You may elect not to be bound by our Amended Terms and Conditions. If you do not wish to be bound under the Amended Terms and Conditions, you must cancel your User Account. By continuing to use our Service after such time as the Amended Terms and Conditions take effect you are deemed to irrevocably accept the Amended Terms and Conditions without reservation and are bound by them.
5.1 In order to access, use or subscribe to our Services you must be at least 18 years of age (the “Minimum Age”). If you do not meet the Minimum Age requirement, or do not meet any other eligibility requirement set out herein or in any companion policy or document, you shall immediately stop using or accessing our Services.
5.2 Your continued use and access of our Services is your certification and acknowledgement that you meet all stated eligibility requirements and agree to be bound by our Terms and Conditions.
6.1 If you are a Consumer User, in order to access and use our Services, you are required to create a User Account which must be in your real name and include other Personal Information.
6.3 As a Business User, in order to access and use our Services, you are required to create a User Account which must be in your company name and include other information about the company including:
(a) Contact details;
(b) Credit card details; and
© Financial information.
6.4 In creating a User Account, you represent to us that all information provided in such process is true, accurate and correct. You agree to update your information as necessary to maintain its legitimacy, truth and accuracy.
6.5 You must not impersonate, create or use an account for anyone other than yourself, or create multiple accounts except as authorised by us in writing.
6.6 You must keep your password confidential. You are solely responsible for maintaining the security and confidentiality of your account information, and for all information and Content made available through and in connection with your User Account.
6.7 You are responsible for all activities of your User Account, including without limitation the publication of any Content using that account. You will notify us immediately of any unauthorised use of your account in order to enable us to take necessary corrective action.
7.1 You agree and acknowledge that all Content submitted by you is your full responsibility and you assume all risks and liabilities associated with and related to your Content.
7.2 You agree and acknowledge that you will not upload or contribute any Content that:
(a) infringes, violates or otherwise interferes with any copyright or trademark of others;
(b) disclose any private or confidential information;
© disclose any proprietary or intellectual property right;
(d) disclose any trade secret, unless the trade secret belongs to you or you have the owner’s permission to disclose it;
(e) is offensive, defamatory, abusive, threatening, misleading, inaccurate or otherwise is in contravention of these Terms and Conditions, any companion policy or document, any legislation or rights of others, or not in keeping with community standards; or
(f) contains any virus, Trojan horses, defects, or other items of a destructive nature that will interfere, intercept or inhibit the performance of the Services.
7.3 You agree and acknowledge that providing any Content under clause 7.2 may expose you to liability for legal claims and potential damages.
7.4 You agree by submitting Content to our website, you acknowledge its intended use and publication through our Services, and correspondingly you hereby irrevocably grant us the continuous, non-exclusive, royalty-free right to use your Content for any purpose whatsoever and in any format.
7.5 We reserve the right at any time and without prior notice, to remove, block or disable access to any Content that we consider to be in violation of the Terms and Conditions or otherwise harmful to the Services or other users in our sole discretion.
8.2 Our Service may permit interactions between the Service and a third party website or feature, including applications that connect the Service with a third party website or feature.
8.3 You agree and acknowledge that any Content you share with a third party may be publicly posted on that third party’s service or application.
8.4 You agree and acknowledge that we are not responsible for any such external links and material, and do not endorse any advertising or other content appearing in or linked to from our Services.
8.5 You agree and acknowledge that all correspondence and any communications between you and any third party accessed or found through our Services are strictly between you and the third party.
8.6 You may, at your sole and absolute discretion and risk, use applications that connect our Service with a third party service (“Application”) and such Application may communicate, connect to or gather information from you.
8.7 By using Applications, you agree and acknowledge to the following:
(a) if you use the Application to share information, you are consenting to information about your profile on our Service being shared;
(b) your use of an Application may cause personally identifying information to be publicly disclosed or associated with you;
© your use of an Application is at your own risk and you hereby indemnify and hold us harmless from and against all Claims and Loss arising in any way through the use of the Application.
9.1 We reserve the right to access, read and disclose any information that we reasonably believe is necessary to satisfy any applicable legal or governmental process or to detect or prevent issues, including but not limited to fraud, security or technology violations.
9.2 We may modify or adapt your Content in order to transmit, display or distribute it to computer networks and in various media and make changes to your Content as necessary to conform and adapt that Content to any requirements or limitations of any network, devices, services or media.
9.3 We reserve the right to collect and retain your email address(es) when provided by you to us in any way, including but not limited to, via our website, contact us forms or emails to the Wondaris server.
9.5 We reserve the right to modify or terminate the Service for any reason, without notice at our discretion, subject to the terms and conditions of the Business User Agreement.
9.6 Our Service supports some advertisements and promotions and you agree that we may collect your cookies and place such advertisements and promotions on the Service in conjunction with or in relation to your Content.
10.1 By accessing our Services, as well as your submission or accessing of any Content, you agree you must not use the Services for any purpose that are prohibited under these Terms and Conditions, in any companion policy or document, or by any law or regulation in the place you access our Services. In this regard, you specifically agree that you must not (which list is not exhaustive):
(a) submit any Content that is prohibited under clause 7;
(b) create a User Account other than in your own name, falsely state your identify, or do anything prohibited by clause 6.5;
© access or use, or attempt to access or use, a User Account other than your own User Account.
10.2 You agree and acknowledge that you are responsible for any interactions with any other party accessing or using the Service, including any other third party, whether or not they are a user of the Service, and whether online or offline.
10.3 You understand that by accessing our Services you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate.
10.4 We do not claim ownership of any Content that you submit, post, or display on or through our Services.
10.5 You agree and acknowledge that you are responsible for any Content you publish using our Services, including the access, use or viewing of that Content by any person at any time.
10.6 You understand that any Content you submit through the Services may be used by us or any third party and if you do not have the right to submit Content for such use, you may be subject to liability.
10.7 You understand that the Service may be interrupted, including but not limited to scheduled maintenance or upgrades, urgent repairs or due to a failure of telecommunication links and equipment.
10.8 You agree and acknowledge that we are not a backup platform for any Content that you submit on the Services. You agree that you will not rely on the Service for the purposes of Content backup or storage.
10.9 You understand that purchasing, selling or trading goods or services on the Service is prohibited. Any content containing an offer to purchase, sell or trade goods or services may be removed at any time at our sole discretion. Repeated breach of this clause will result in the termination of your User account without further notice.
11.1 You agree to indemnify and hold us harmless from and against all Claims and Loss arising out of on in any way connected with your access to and use of the Service or any Content including without limitation loss, damage, or injury to you, your employees or any third party.
12.1 We hereby disclaim any and all liability to you for any loss or liability relating to the Services and the Content. Under no circumstances will we be liable in any way for any Content, including but not limited to the following:
(a) any Content that contains errors;
(b) any Content that contains defamatory statements;
© any Content that contains private or confidential information;
(d) any loss or damage of any kind incurred as a result of the use, publication or disclosure of any Content submitted, accessed or otherwise conveyed via the Services.
12.2 You waive all rights to bring or assert any claim against us, our agents, employees, or any related party, and hereby permanently and irrevocably release us from any and all liability for or relating to any Content.
13.1 Your access to and use of the Services is at your own risk.
13.2 You agree and acknowledge the Services are provided on an ‘as is’ and ‘as available’ basis without warranty of any kind, and any and all warranties of accuracy are specifically disclaimed.
13.3 You acknowledge we have no control over, and no duty to take any action regarding, any Content published using our Service, including but not limited to Content making reference to you, your agents, employees, or their or your related parties. You acknowledge and agree we have no duty or responsibility in respect of the effect any Content may have on you, how anyone else may interpret the Content, or what actions you may decide to take as a result of the Content.
14.1 To the greatest extent permitted by law, neither we, nor our directors, officers, owners, agents or employees, or their or our related parties, shall be liable to you or others for any indirect, incidental, consequential or punitive damages, or any loss resulting from the following:
(a) your access to or use of or inability to access and use the Service;
(b) any conduct or Content of any third party on the Service, including without limitation any defamatory, offensive or illegal conduct of other users of third parties;
© any Content obtained from the Service;
(d) any unauthorised access, use or alteration of your transmissions or Content;
(e) use or changes to your personal information or Content; or
(f) use, publication or disclosure of Content in connection with the Services.