This document sets out the terms and conditions on which Purposit has agreed to provide You with the Purposit Services (Terms and Conditions). You acknowledge that You have read, understood and agree to be legally bound by these Terms and Conditions.
1. Formation of an Agreement
1.1
It is a condition to Purposit agreeing to provide You with the Purposit Services that You are capable of forming a legally binding contract.
1.2
Upon Purposit providing you with an Account, an agreement is
formed between You and Purposit, comprising the terms and
conditions contained in:
(a) these Terms and Conditions; and
(b) any applicable User Documentation.
1.3
If there is any inconsistency between these Terms and Conditions and the User Documentation, the provisions of the User Documentation will prevail to the extent of that inconsistency.
2. Access to Platform
2.1
Purposit agrees to provide You with the Purposit Services for the duration of the Term on the terms and conditions contained in the Agreement.
2.2
You must advise Purposit if there is any change in Your email or postal address or mobile phone number or any other information reasonably required by Purposit for the administration of your Account.
2.3
Purposit may, from time to time, make modifications to the Platform, including modifications to the design, functionality and/or appearance of the Platform, although Purposit is not obliged or required to do so and will not be liable for any changes to the Platform, its functionality, compatibility or use on any Devices.
2.4
Purposit may access the Platform or Your Account without notice to You, for any purpose associated with the overall administration or management of the Platform, including, but not limited to, providing support to You.
2.5
In subscribing to receive the Purposit Services, You acknowledge and agree that:
(a)
a copy of the App may be required for any particular Device, the use of which will be subject to the App T&CS, and that You are responsible for ensuring that You have read and understood the Agreement and the
(b)
Purposit is entitled to assume that any person using any relevant security identifier (e.g. password and log-in) to access the Platform is authorised to do so, and Purposit shall not be liable to You, and You shall hold Purposit (and keep Purposit held) harmless, from any liability whatsoever for any action, non-action or response by Purposit in relation to such request;
(c)
You are responsible for the confidentiality and use of any security identifiers and that, if You become aware of any loss or theft or unauthorised use of any of Your security identifiers, You must notify Purposit immediately.
3. Accounts and Content
3.1
You acknowledge and agree that:
(a)
You are solely responsible for the submission and input of Data and that all activities that occur in respect of Your Account, including its completeness, accuracy and correctness, and for obtaining all necessary licences and consents for its use;
(b)
Purposit acts as a portal for the online distribution and publication of third party Content and that:
(1)
Purposit does not act as moderator or editor of such Content and makes no warranty that such Content will actually be made available via the Platform and accepts no liability for, or related to, any third party Content that is accessible via the Platform, howsoever arising;and
(2)
the Platform may contain links to other third party websites that are not controlled by Purposit and whose content, products, services, practices, policies or performance are not reviewed or endorsed by Purposit; and
(c)
Purposit has the right (but not the obligation) to take any action it considers appropriate in respect of any Content provided to it, including to reject, approve or modify such Content, and takes no responsibility, and You agree to hold Purposit harmless, for the deletion or failure to store any Content, whether or not the Content was made available via the Platform or not.
3.2
You represent and warrant to Purposit that any Data submitted by You or otherwise derived from Your use of the platform will not:
(a)
infringe upon or otherwise misappropriate any Intellectual Property Right or other proprietary right, or right of privacy, of any person;
(b)
violate any Applicable Law;
(c)
be defamatory, obscene, threatening, extortionate, objectionable or derogatory of any ethnic, racial, gender, religious, professional or age, contain child pornography, contain adult pornography or otherwise offend generally accepted community standards in Australia; or
(d)
promote the use or sale of illegal drugs, tobacco, alcohol, firearms/weapons or otherwise promote any particular political agenda or message.
3.3
In subscribing to receive the Purposit Services, You, acknowledge and agree that:
(a)
when an Organiser invites people to provide Contributions and/ or when You provide Contributions to an Organiser, that arrangement is between the Organiser and the Contributor and that Purposit will not be, and will not be deemed to be, a party to or assume any liability for any such arrangement, and that the relevant Organiser and Contributor(s) shall be solely responsible for that arrangement, including, but not limited to:
(1)
Purposit does not act as moderator or editor of such Content and makes no warranty that such Content will actually be made available via the Platform and accepts no liability for, or related to, any third party Content that is accessible via the Platform, howsoever arising;and
(2)
the Platform may contain links to other third party websites that are not controlled by Purposit and whose content, products, services, practices, policies or performance are not reviewed or endorsed by Purposit; and
(b)
Purposit does not endorse any Gift, Event Organiser or Recipient, or make any guarantee, express or implied, that any Content or information provided through the Platform by a User is true, accurate, not misleading or deceptive or otherwise appropriate, or that any Gifts or Contributions will be used in accordance with any purpose stated or implied by an Organiser or that an Organiser is acting honestly or in compliance with its obligations under any Applicable Law.
4. General obligations
4.1
In subscribing to receive the Purposit Services, You acknowledge and agree that:
(a)
You are over 18 years old or, if You are not over 18 years old as at the date of creating an Account, You will give notice to Purposit terminating this Agreement within 30 days of turning 18 years old if you no longer wish to receive the Purposit Services and be bound by the Agreement;
(b)
You must, at all times:
(A)
use the Platform and the Content strictly in accordance with, and for the purposes contemplated by, this Agreement;
(B)
not tamper or modify, or attempt to tamper or modify, the Platform, copy, adapt, reproduce, store, distribute, print, display, perform, broadcast, publish, communicate to the public, make available to the public or create derivative works of the whole or any part of the Platform or any Content (including all trade-marks) or seek to disassemble or reverse engineer the Platform; and
(C)
take all necessary precautions not to post, send or otherwise make available through the Platform, any material that contains any virus, trojan, worm or similar deleterious program that may damage or interfere with the operation of the Platform; and
(c)
ensure that You do not use the Platform for any transaction that is or may be prohibited by banks or their relevant payment affiliates for processing, including for the purpose of any prohibited money transfer or money lending arrangement.
5. Platform
5.1
You acknowledge that the Platform may not be free from fault or interruption and that the Platform may be unavailable during planned or unplanned outages or maintenance periods.
5.2
Purposit may, in its sole discretion, for any reason:
(a)
change or restrict access to Your Account and/or the Platform; and
(b)
modify, suspend, terminate or close and remove any Account or Content otherwise displayed on the Platform.
5.3
To the extent that You access the Platform through a mobile device, Your wireless service carrier's charges, data rates and/or other fees may apply. In addition, downloading, installing or accessing the Platform may be prohibited or restricted by Your carrier, and the Platform may not work with all carriers or Devices.
5.4
You agree that we may communicate with You regarding the Platform or Your Account by SMS, MMS, text message, email or other electronic means to Your mobile Device and that certain information about Your usage of the Platform from such mobile Device may be communicated to us.
6. Fees and payment
6.1
You must pay Purposit all Fees (if any) payable by You in connection with Your access to and/or use of the Platform (as applicable).
6.2
You acknowledge and agree that:
(a)
Purposit will not receive, hold or otherwise control any Contribution(s) submitted by a Contributor other than an amount equal to its Fee(s) payable to it, which amount each Contributor and Organiser irrevocably acknowledges and agrees:
(1)
will be immediately due and payable to Purposit upon a Contributor submitting a Contribution, which each Contributor hereby irrevocably directs and authorises Purposit and/ or its third-party payment processor(s) to deduct from any Contribution(s);
(2)
are non-refundable, including as a result of any Organiser withdrawing an Invitation or failing to purchase the relevant Gift after or before the date of the Contribution;
(b)
all payments are processed and disbursed by Purposit’s third party payment provider, who, at the date of this Agreement is Stripe, Inc [US], whose terms and conditions are contained at the website https://stripe.com/au and which you agree to be bound by and which you agree that any breach of will be deemed to a breach of these Terms and Conditions;
(c)
You may be asked to provide customary payment information to Purposit or its third party processors, such as name, billing address, direct debit and credit card information either to Purposit or its third-party payment processor(s) and that Purposit and any third-party payment processor(s) are irrevocably authorised to initiate credit entries to recover the Fees from any payment method provided by You and to debit Your account to discharge Your obligations pursuant to this Agreement, which may include transaction or brokerage fees payable to any third party service providers, and that Purposit and/or its agents are not responsible for withholding or payment of any sales, use, personal property or other governmental tax or levy imposed on its Fees;
(d)
Purposit or its third-party payment processor(s) may, from time to time, undertake any pre-authorization of your credit card and/ or charge your credit card a nominal amount to verify your credit card and that additional charges or expenses may be charged by Your bank or credit card provider as a result of the collection of Fees by Purposit or its third-party payment processor(s) and that Purposit disclaims all liability in relation to such charges or expenses;
(e)
Purposit holds the benefit of each right, promise and obligation, including the benefit of each indemnity and release, contained in this Agreement, on its own behalf and for the benefit of each of its third-party payment processor(s); and
(f)
in no event shall Purposit be liable to any User for any loss, damage or liability resulting from the any third-party payment processor(s) or any organisers acts or omissions, including any negligent acts or omissions; and
(g)
unless otherwise expressly specified, all Fees are exclusive of GST and any other applicable federal and state taxes and duties (which must be paid by You).
6.3
Purposit (or its agents) may either:
(a)
send you a receipt for any Contributions and/ or Fees
paid by You via email following receipt of the Fees and/
or processing of the relevant Contribution; and/ or
(b)
issue You with invoices for any other Fees not already paid or satisfied in accordance with this Agreement from time to time, which, unless specified otherwise, must be paid within seven (7) days of the date of invoice.
7. Liability
7.1
To the maximum extent permitted by law, Purposit's liability under this Agreement or under any guarantee, condition or warranty (including, without limitation, any guarantee, condition or warranty of merchantability, acceptable quality, fitness for purpose or fitness for disclosed result), or any other right or remedy, under any legislation or implied into this Agreement by any legislation (Statutory Warranties) is hereby excluded. Where Purposit is liable under any Statutory Warranties, and any legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such Statutory Warranties, Purposit's liability for any breach of such Statutory Warranties shall be limited, at Purposit's option, refunding any Fees paid to Purposit by You pursuant to this Agreement. You acknowledge and agree that reliance by Purposit on this limitation of liability is fair and reasonable in all the circumstances.
7.2
To the maximum extent permitted by law, Purposit excludes all liability (whether arising in contract, tort or otherwise) that it may have for any Loss arising from:
(a)
the use of, or reliance on, the Platform, including an Organiser’s profile or any information provided by an Organiser in relation to a proposed Gift;
(b)
the availability or security of the Platform or any Content provided by Purposit or any third party system which integrates, in any way, with the Platform;
(c)
quality, correctness, accuracy, completeness or suitability of the Platform, Data or Content; or
(d)
any action or inaction by a User or Purposit’s third party payment provider(s), whether that Loss is direct, indirect or consequential Loss (including loss or corruption of data, loss of any agreement, loss of any business revenue, loss of profits, failure to realise expected profits or savings or any other commercial loss or economic loss of any kind).
8. Indemnity
You agree to indemnify, and keep indemnified, Purposit and each of its officers, employees, agents and contractors (Indemnified Persons) from and against any Loss of any kind which those Indemnified Persons suffer or incur arising out of or in connection with:
(a)
a breach by You of any provision of this Agreement (including, without limitation, any warranty given under this Agreement);
(b)
any Claim against any Indemnified Person for which liability is excluded under clause 7;
(c)
any Claim against any Indemnified Person by any third party relating to Your access to or use of the Platform or Content; or
(d)
any claim, action, demand, remedy, suit, proceeding or right of action against an Indemnified Person by You or third party relating to:
(1)
an allegation or finding that any information You provide or have include, uploaded, collected or otherwise displayed on Your Account, profile infringes the Intellectual Property Rights or privacy rights of that or any other third party; or
(2)
an allegation or finding that any information You provide or have include, uploaded, collected or otherwise displayed on Your Account, profile or any Data or Content is illegal, fraudulent, inaccurate, incorrect, incomplete, misleading or deceptive or likely to mislead or deceive.
9. Intellectual Property, privacy and confidentiality
9.1
You acknowledge and agree that all Intellectual Property Rights in and relating to the Platform and the User Documentation is owned by Purposit, its Associates or licensors.
9.2
Subject to the terms of this Agreement, Purposit grants You, a non-exclusive and non-transferable, royalty-free licence:
(a)
to:
(1)
access, store and process the Content on Your Devices; and
(2)
use and reproduce the Content for purposes consistent with this Agreement in any medium or format; and
(b)
to use the Platform for the duration of the Term.
9.3
You hereby:
(a)
unconditionally and irrevocably grant to Purposit, a perpetual worldwide, royalty-free, non-exclusive licence (including the right to sub-licence and transfer those rights to third parties) to use, reproduce, copy, store, modify, adapt, distribute, publish and create derivate works from, and otherwise exercise all Intellectual Property Rights in, any Data or Content You provide or has been included, uploaded or otherwise collected through, Your use of the Platform for any purpose and in any form, without compensation to You; and
(b)
irrevocably consent, and undertake to Purposit that You have obtained the consent of any other person necessary, for Purposit and its successors and nominees, to do or omit to do anything which, but for Your consent, would constitute a breach of Your or any other person’s moral rights in any in any Data or Content you provide
9.4
Purposit’s commitment to privacy is set out in the “Privacy Policy” available at www.purposit.com. You acknowledge that You have read and understood the Privacy Policy and consent to the collection, use and disclosure of personal information in accordance with the Privacy Policy. You acknowledge and agree to comply with all Applicable Laws in respect of privacy as if You were subject to such Applicable Laws.
9.5
You acknowledge and agree that:
(a)
all information, Data and Content provided to us or otherwise obtained through the provision of the Platform, may be deleted from the Platform at the end of the Term; and
(b)
it is solely Your responsibility to ensure that any information, Data or Content that You require is appropriately backed-up and/or replicated as You may require, and that Purposit is not liable for any Loss arising from, or as a result of, any loss of, corruption to, or deletion from our Platform of any information, Data or Content.
10. Term and termination
10.1
This Agreement commences on and from the date that You have been provided with an Account and continues until terminated.
10.2
Either party may terminate this Agreement by notice to the other party in writing (including by way of email).
10.3
Any termination of this Agreement will be without prejudice to the rights of each party against the other in respect of anything done or omitted to be done in accordance with this Agreement prior to such termination or expiration (as the case may be).
10.4
Upon any termination of this Agreement for any reason:
(a)
Your rights to access and use the Platform shall cease;
(b)
You acknowledge that all access, through the Platform, to the Data or Content shall be suspended; and
(c)
You must immediately pay all Fees due or payable to Purposit under this Agreement.
10.5
The provisions of clauses 1, 7, 8, 9, 12 and 13 together with this clause 10.5 and each other clause, which, by its terms, is intended to survive termination, shall survive termination of this Agreement.
11. Variation
11.1
Purposit may vary the Agreement at any time by providing You with not less than seven (7) days’ prior notice of such variation, including by way electronic notification via the Application or when accessing the Platform via the Website.
11.2
Upon the giving of a notice in accordance with clause 11.1, You may terminate this Agreement by notice in writing to Purposit within seven (7) days of the date that Purposit gives the notice.
11.3
If You accept those changes following notification to you, those changes will be effective immediately, otherwise if you continue the use the Platform following the effective date of the changes, You will be deemed to have accepted the Agreement as varied.
12. Notices
12.1
All notices and other communications in connection with this Agreement Terms and Conditions, aside for a notice under clause 11.1:
(a)
must be in writing; and
(b)
take effect from the time they are received unless a later time is specified.
12.2
Notices for You will be sent to the email address specified in the information contained in your Account (or such other address as You may notify Purposit of from time to time). Notices for Purposit must be sent to admin@purposit.com or as otherwise notified to You from time to time.
13. General
13.1
This Agreement constitutes the entire agreement of the parties concerning its subject matter and supersedes all previous agreements, understandings and negotiations concerning that subject matter.
13.2
This Agreement is governed by the law in force in the State of New South Wales. You submit to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them for determining any dispute concerning this Agreement.
13.3
If any provision of this Agreement is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation it must be read down so that is valid and enforceable (or, if it cannot be so read down, severed) so that the validity and enforceability of the remaining provisions are not affected.
14. Definitions
In these Terms and Conditions, the following words have these meanings unless a contrary intention appears:
Account means Your personal profile through which You can use the Platform.
Agreement means, together, these Terms and Conditions and the User Documentation.
App means any application that has been designed for iOS and Android operating systems to be used by Users to access the Platform.
Applicable Laws means any and all statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time which pertains to Your use of, and access to, the Platform and the provision and/or receipt of Contributions and the purchase of Gifts (as applicable) including, without limitation, those relating to trade practices, fair trading, intellectual property, privacy and confidentiality.
Associates has the meaning given to that term in the Corporations Act 2001 (Cth).
Claim means any claim, action, demand, remedy, suit, proceeding or right of action.
Contribution means money given towards a Gift.
Contributor means a person who has donated money towards a Gift.
Data means any data or information that You manually input into or is otherwise recorded by the Platform through Your use of the Platform.
Device means any unit of equipment, fixed or portable, capable of receiving and accessing the Platform, whether through the App or otherwise.
Event means a physical or online event created by an Organiser and registered with the Platform.
Fees means the fees payable to Purposit for the provision of the Platform as published by it from time to time.
Gift means a physical gift or gifts and/ or experience nominated by an Organiser to be provided to a Recipient.
GST has the meaning given to that term in the A New Tax System (Accessories and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means any and all:
(a)
current and future registered and unregistered rights in respect of copyright, designs, semiconductor or circuit layouts, trade marks, trade names, business names, trade secrets, know-how, confidential information, patents, inventions and discoveries;
(b)
applications for grant of any of the above;
(c)
other rights of a similar nature arising (or capable of arising) under statute or at common law in the Commonwealth of Australia or anywhere else in the world; and
(d)
other rights of a similar nature arising (or capable of arising) under statute or at common law in the Commonwealth of Australia or anywhere else in the world; and other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967.
Invitation means an invitation created by an Organiser and sent to Invitees to attend (or be aware of) an Event or Contribute to a Gift.
Invitee means an existing or non User of the Platform who will receive Invitations for an Event or to Contribute to a Gift.
Loss means loss, damage, cost, expense or liability of any kind, including, without limitation, liability to a third party, any loss of profits or indirect, consequential, incidental, special exemplary or punitive loss or damage.
Organiser means a User who creates and/or manages events and/or Gifts for a Recipient.
Purposit means Purposit Australia Pty Ltd ACN 611 311 267 of 5 Keston Avenue, Mosman NSW 2088.
Recipient means a person for whom an Organiser has nominated to receive a Gift or for whom an Event has been organised.
Platform means the platform available through the Website and the App provided by Purposit for the creation of Event and Gift registries and the sharing of information and media amongst social networks.
Purposit Services means the provision of access to the Platform for the creation of events and gift registries for friends of nominated recipients to facilitate contributions towards those gifts and the sharing of information and media among those networks.
Term means the period commencing on the date the Agreement is formed in accordance with clause 1.2 and continuing until terminated in accordance with this Agreement.
User means a User of the platform.
User Documentation means any user manual, service standards, fee schedule or other documentation relating to the Platform as may be published by Purposit, from time to time.
Website means www.purposit.com.
You means the person whose details are provided to Purposit when registering to receive the Purposit Services or any executors, administrators, successors, permitted assigns of person authorised to use your Account.
