End User License Agreement
Last updated: December 01, 2020
Table of Contents
- Third Party Service
- Your Obligations as a User
- Purchase and Delivery of Products and Services
- License Conditions
- Price and Costs
- Heyy Marketplace
- Intellectual Property
- De-Identified Information
- Warranties and exclusions
- Limitation of liability
- Licensee indemnity
- Variation of Terms
- General provisions
- Dispute Resolution
- Definitions and interpretation
- This Agreement is between You and KALA PTE. LTD ('Heyy’, or ‘our’ or ‘we’) and governs the use of the Online Platforms, Products and Services offered by Heyy.
- Heyy is in the business of providing software and other technological products and services for the purpose of collaborating on, organizing, scheduling, managing and monitoring events and projects (Online Platform) which is licensed to you.
- Any Product or Service description displayed on the Online Platforms is incorporated into this Agreement by reference. In the event of inconsistency, this Agreement prevails.
- By using, browsing and/or reading the Online Platform, this signifies that You have read, understood and agree to be bound by this Agreement. If You do not agree with the terms of this Agreement, You must cease usage of the Online Platforms or any of the Products and Services immediately.
- In order to use the Online Platform, You may be required to register for an Account through the Online Platform.
- As part of the registration process, or as part of Your continued use of the Online Platform, You may be required to provide personal information about Yourself (such as identification or contact details), including:
- first and last name;
- an email address;
- preferred username;
- a mailing address;
- a telephone number;
- a password (which will not be visible to Heyy).
- You warrant that any information You give to Heyy in the course of completing the registration process will always be accurate, correct and up to date.
- You may not use the Online Platform and procure the Products and Services if:
- You are not of legal age to form a binding contract with Heyy; or
- You are a person barred from receiving the Services under the laws of Australia or other countries including the country in which You are resident or from which You use the Services.
3. Third Party Service
- You may be able to register an Account through the Online Platform by using a log in associated with third party services (“TPS”) (e.g. Facebook and/or other social media platforms).
- Heyy does not guarantee the availability or ability of users to access the Online Platform using TPS.
- As part of the functionality of the Online Platform you may connect your profile with a TPS by:
- providing the TPS login information to Heyy through the Online Platform; or
- allowing Heyy to access your TPS in accordance with its terms and conditions of service.
- You may disconnect the connection between the Online Platform and the TPS at any time.
- Where you connect and or register a profile using a TPS, you authorise Heyy to use data from that TPS to create your profile on the Online Platform.
- Heyy has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
- We give no warranty and make no representations or endorsements in relation to the suitability, quality, fitness for purpose or nature of the services associated with any TPS via the Online Platform. Engagement of any TPS via our Online Platform is at your own risk and we accept no liability and you release us from any and all Claims, loss or damage howsoever arising involving your engagement of any TPS.
4. Your Obligations as a User
- As a user of the Online Platform, in addition to clause 7, You agree to comply with the following:
- You will use the Online Platform and any Products and Services only for purposes that are permitted by:
- this Agreement; and
- any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
- You are responsible for all costs and expenses associated with downloading, installing, running, accessing or using the Online Platforms, Services and any Products You purchase, including, without limitation, any costs associated with computing hardware, maintenance, server and data storage and internet access;
- You have 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 suspension or cancellation of Your Account;
- any use of Your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Heyy of any unauthorised use of Your password or email address or any breach of security of which You have become aware;
- You must not expressly or impliedly impersonate another user or use the profile or password of another user at any time;
- Your Content will always be accurate, correct and up to date and You will maintain reasonable records of Your Content;
- You agree not to harass, impersonate, stalk, threaten another user of the Online Platform (where interaction with other users is made available to You);
- You agree not to broadcast, publish, upload, transmit, post or distribute on the Online Platform abusive or objectionable content, including but not limited to discriminatory, racist, pornographic, threatening or abusive material;
- access and use of the Online Platform is limited, non-transferable and allows for the sole use of the Online Platform by You;
- You will not use the Online Platform for any illegal and/or unauthorized use which includes collecting email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Online Platform;
- You will not use the Online Platform in connection with or for any unauthorized use such as the collection of images, videos or data from the Online Platform for any use not otherwise authorized by Heyy;
- You acknowledge and agree that any automated use of the Online Platform or its Online Platform Services is prohibited; and
- You agree that we may charge You for all Products and Services that we agree to supply to You that have been ordered by You or using Your account through the Online Platforms.
- You must not tamper with or hinder the operation of the Online Platforms, Services or Products, nor transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Online Platforms or via the Services or Products.
- You must keep records of Your encrypting keys. You have the sole responsibility to make sure encrypting keys are kept in a safe and secure place. Heyy shall not be liable for any damages (including damages for inability to restore backup data or the disclosure of confidential information) resulting from loss/corruption/compromise of these keys.
- Breach of this clause 4 may result in immediate termination or suspension of the User License without liability to You.
- purchasing the Products and/or Services via the Online Platforms;
- payment of the license fee for the Products and/or Services at the point of purchasing the license for the Products and/or Services;
- downloading, installing or using the Products and/or Services; or
- executing an Order Form with Heyy (which may be an online form) (whichever comes first), you are granted a User License.
- If You do not agree to this Agreement, You must not install, use, or copy the Products and/or Services.
- The User License will be for the term applicable to the particular Products and/or Service as detailed on the Online Platforms, Order Form, Invoice or otherwise notified to You prior to or at the point of Your order being accepted.
- Subject to the Order Form, the applicable License Term will expire automatically at the conclusion of the License Term, unless terminated earlier in accordance with this Agreement.
- Each and any recurring subscription payment for Products or Services received by Heyy will constitute an offer by You to enter into a new User License on Heyy’s then terms and conditions.
- We may change, update and/or alter the features, benefits or service items of the Online Platform from time to time in our sole discretion.
6. Purchase and Delivery of Products and Services
- You may purchase the Products and/or Services by selecting and submitting your purchase via the Online Platform.
- Any purchase made via the Online Platform for a Product and/or Service is an offer by you to purchase the particular Product and/or Service for the price notified at the time you proceed with the purchase.
- We may ask you, and you agree to, to provide us with additional details or require you to confirm your details to enable us to process the purchase via the Online Platform.
- We reserve the right to accept or reject your purchase for any reason, including, but not limited to the unavailability of the Online Platform or if there is an error in the price or description of the Products and/or Services on the Online Platform or Order Form.
- Delivery will occur via electronic means in the manner Heyy deems appropriate in its sole discretion. This may include, without limitation, delivery by way of Heyy making a download link available to You to download the Products and/or Services to Your computer or similar device. You may also receive an activation key or similar product license descriptor via a separate communication which may be required to activate or use the Products and/or Services. For the avoidance of doubt, delivery will be completed and Heyy’s obligations in respect thereof satisfied upon Heyy making the Products and/or Services available.
7. License Conditions
- As an individual user, this Agreement entitles You to access and obtain the Products and/or Services from the Online Platform.
- Subject to this Agreement, the User Threshold, and as otherwise specified in the Order Form, Heyy permits the installation of the Products and/or use of the Services or the Online Platform:
- by more than one user at any given time;
- on a system that allows shared use of applications;
- on a multi-user network; or
- on a configuration or system of computers that allow multiple users,
- on the condition that you have paid to Heyy the price for access to and use of the Product, Services and/or Online Platform as outlined in this Agreement and/or the Order Form
- Subject to the terms of this Agreement, you will have unfettered use and/or access to Active Events on the Online Platform for so as long as they remain Active Events.
- Once the set date of an Active Event has passed and/or lapsed, it will be classified as a Closed Event.
- Your use and/or access to Closed Events will be limited to Read-Only Functions.
- Once an Event has been classified or designated as a Closed Event, it may not be reinstated as an Active Event.
- You may not assign Your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer Your rights to the Products or Services, unless Heyy has expressly granted such an assignment, redistribution, encumbrance, sale, lease, sublicense or otherwise permitted a transfer.
- You may not:
- share the User License with others;
- copy, install or use the Products on any system with more than one computer;
- permit the use, copying or installation of the Products by more than one user or on more than one computer; or
- permit the use of the Services by more than one user,unless You hold multiple valid licenses.
- You may not: decompile, “reverse engineer”, disassemble, decompile, or otherwise attempt to derive the source code for the Products;
- broadcast, transmit or otherwise display in a public forum or any venue not restricted to You, the Products and Services or any part of the Products and Services;
- post the Products and or Services or part of the Products and or Services on any website;
- use the Products or Services for commercial purposes, including a service bureau;
- modify the Products or create any derivative work of the Products and Services or its accompanying documentation. Derivative works include but are not limited to translations;
- alter any files or libraries in any portion of the Products; or
- copy any part of the Products and/or Services except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.
8. Price and Costs
- The price of the Products and Services is stated in the Order Form, or, where You have purchased from the Online Platforms, the price stated at the point of sale.
- Unless otherwise expressly stated, your User License will be issued for a subscription entitling you access to an agreed number of Events as specified in the Order Formupon payment being made monthly in advance.
- Heyy will invoice You in advance for Products and Services supplied, or where purchased via the Online Platforms, You will be provided with a receipt.
- The subscription price of the Products and Services, and any Orders made pursuant to clause 9, are in Australian dollars and exclusive of GST, or any other tax or charge imposed by any governmental entity upon the sale, use or receipt of the Products, Services and/or Orders.
- You authorize Heyy to process payments and for all invoices for Products and Services supplied via the Online Platforms by way of subscription via a direct debit of the outstanding amount from your nominated credit card of bank account.
- If the debit at clause 8.5 is not successful, Heyy will be authorized to make two (2) more attempts at further debits and will send you notification/s following each attempt.
- If the subsequent debit/s at clause 8.6 is not successful, Your access to the Online Platform, Products and/or Services will be restricted to Read-Only Functions.
- No earlier than 12 months following the latest of the unsuccessful debit/s at clause 8.6, Heyy may, in its sole discretion, restrict your access to the Online Platform, Products and/or Services and permanently delete your Account.
- Where You have purchased Products or Services not via the Online Platforms, You must pay invoices within 7 days of receipt or as otherwise directed by Heyy.
- You must pay all amounts due to the Heyy:
- without set-off, deductions counter-claims or conditions; and
- in available cleared funds.
- If You owe any amount to Heyy, Heyy may, in its sole discretion and without prejudice to any of its other rights under this Agreement or otherwise, do one or more of the following:
- withhold all future supplies of Products and Services and temporarily suspend and/or terminate your User License(s) and access to full functions of the Online Platform until that amount has been paid in full;
- set-off that amount against any amount owing by Heyy to You; and/or
- immediately demand all amounts due and payable under this Agreement.
- If an amount due under this Agreement is paid after the due date You must pay Heyy, in addition to the overdue amount, and without prejudice to any other remedy Heyy may have:
- interest at the rate of 5% per annum in addition to the rate specified by Rule 36.7 of the Uniform Civil Procedure Rules 2005;
- all costs and expenses incurred by Heyy in collecting the overdue amount.
- Your obligation to pay an amount owing applies notwithstanding any delay in the delivery of the Services or Products or access interruptions or delays in respect of the provision of the Online Platform.
9. Heyy Marketplace
- Heyy may permit you to order and/or book Products or other services by selecting and submitting an Order via the Online Platform.
- Any Order placed through the Online Platform for a Product is an offer by you to purchase the particular Product or service for the price notified (including any delivery and other charges and taxes) at the time you place the Order.
- We may ask you to provide additional details or require you to confirm your details to enable us to process any Order/s.
- You agree to provide Heyy with current, complete and accurate details when asked to do so by Heyy.
- You acknowledge and agree that we will provide your Order, including your contact details and delivery address (for Products or services), to any third parties, including any Vendors, in order for them to arrange fulfillment of your Order with you.
- Products or services offered for sale through the Online Platform may be supplied by multiple Vendors directly to you. Where this is the case, Heyy acts as a facilitator and host of the transaction only and your contract of sale is with those Vendor(s). To the extent permitted by the Australian Consumer Law by making an Order via the Online Platform, you acknowledge and agree that the Vendor(s) supplying the Product(s) or services to you is deemed the supplier and manufacturer of such Products or services under Australian Consumer Law.
- We reserve the right to accept or reject your Order for any reason, including (without limitation) if a Vendor advises us that a requested Product or service is not available or if there is an error in the price or the description posted on the Online Platform or in your Order.
- Each Order placed through the Online Platform or any other means that we accept results in a separate binding agreement between the Vendor and you for the supply of those Products or services.
- If we reject an Order or booking placed through the Online Platform, then we will endeavour to notify you of that rejection at the time you place the Order or within a reasonable time after you submit your Order.
- We or a Vendor may cancel all or any part of an Order (including any Orders that we have accepted) without any liability to you for that cancellation if:
- the requested Products or services in that order/booking are not available; or
- there is an error in the price or the Product description posted on the Online Platform or in any other sales platform in relation to the relevant Product or service in that Order;
- your Order weight (for Products) exceeds the maximum postal delivery weight (in which case we will contact you to make alternative arrangements where possible);
- your Order for services exceeds the maximum number of tickets permitted per person; or
- an Order has been placed in breach of these terms and conditions or the terms and conditions of the relevant Vendor in respect of the Products or services purchased.
- If we do so, then we will endeavour to provide you with reasonable notice of that cancellation, and will not charge you for the canceled Order if you are not at fault or not in breach of these terms and conditions (or the Vendor’s terms and conditions).
- Orders may not be canceled once submitted via the Online Platform or via any other method of sale. Should you wish to request that a Vendor agree to change your Order or cancel it, this is a matter between the Vendor and you and will be subject to the Vendor’s terms and conditions of sale and their discretion.
- If you have ordered Products, they will be sent to you in accordance with the Vendor’s usual terms and conditions of delivery. If you have ordered services via an Order, the booking confirmation or tickets for such services will be sent to you directly by the Vendor and those services will be provided by the Vendor at the advertised dates and times or in line with the Vendor’s terms and conditions.
- The prices of Products and services and delivery and other charges displayed on this Online Platform are current at the time of issue, however, we reserve the right to change prices at any time before we accept an Order from you.
- We will charge you, and you agree to pay, the following fees and charges in relation to an Order that we accept (as applicable):
- the purchase price of each Product or service that is ordered;
- the delivery fee for delivering the Products to you; and
- any other fees and charges set out in these terms and conditions.
- For Vendors, we will deduct our booking fee commission (which will be shown when you register on the Online Platform) from the Order. The balance of the order or booking price (less our fee) will be remitted to each Vendor by our third party payment provider (i.e. Stripe) on our behalf.
10. Intellectual Property
- The Online Platform, the Products and Services of Heyy are subject to copyright. The material on the Online Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in connection with the compilation of the Online Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled for these purposes, and are reserved by Heyy and other lawful owners of intellectual property (including users).
- All trademarks, service marks and trade names are owned, registered and/or licensed by Heyy, who grants to You a worldwide, non-exclusive, royalty-free, revocable license whilst
You are a user to:
- use the Online Platform, Products and/or Services pursuant to this Agreement;
- copy and store the Online Platform and the material contained in the Online Platform in Your device’s cache memory;
- print pages from the Online Platform for Your own personal and non-commercial use;
- generate reports available from the data on the Online Platform.
- Heyy does not grant You any other rights whatsoever in relation to the Online Platform, Products and/or Services. All other rights are expressly reserved by Heyy.
- Heyy retains all rights, title and interest in and to the Online Platform, Products and Services.
- Nothing you do on or in relation to the Online Platform, Products and/or Services will transfer any:
- business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
- a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
- 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.
- You may not, without the prior written permission of Heyy (such permission is implied if the functionality of the Online Platform, Product or Services allows) 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 Online Platform, Products or Services for any purpose, unless otherwise provided by this Agreement. This prohibition does not extend to materials on the Online Platform or incorporated into the Products and/or Services which are freely available for re-use or are in the public domain.
- Where you broadcast, publish, upload, transmit, post or distribute Your Content on the Online Platform or in connection with the Products and/or Services, then you grant to Heyy a non-exclusive, non-transferable, perpetual, royalty-free, irrevocable, worldwide license to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public Your Content.
- Despite clause 9.7, nothing in this Agreement prevents you from deleting or requesting Heyy to delete Your Content from the Online Platform, in which case Heyy will use its reasonable endeavours to delete and remove Your Content.
- Heyy reserves the right to filter, modify, publish and permanently remove Your Content on the Online Platform in its sole and unfettered discretion
- To the extent permitted by law, Heyy accepts no liability for the accuracy of any information made available using the Online Platform, Products and/or Services. Any reliance on the information available is at Your own risk.
- You are wholly responsible for maintaining suitable back-ups of Your Content, passwords, access codes and/or any encryption keys.
- You agree to release, indemnify and hold Heyy harmless for any loss, damage, cost or expense that Heyy may suffer or incur as a result of or in connection with Your Content transmitted, posted, distributed, shown or played in connection with the Online Platform, Products and/or Services.
The Online Platform may from time to time contain hyperlinks to other websites. Such links are provided for convenience only and Heyy takes no responsibility for the content and maintenance of or privacy compliance by any linked website. Any hyperlink on our website to another website does not imply Heyy’s endorsement, support, or sponsorship of the operator of that website nor of the information and/or products or services which they provide.
13. De-Identified Information
Heyy may use your personal information in de-identified form (de-identification being a process by which a collection of data or information is altered to remove or obscure personal identifiers and personal information) to assist it in the running of its business. Heyy may also provide, including by way of sale, de-identified data and/or information in aggregated form, to third parties. This data and/or information may included, but is not limited to:
- Measurement statistics;
- Trends in event, program and other scheduling characteristics;
- Characteristics of events, projects and other subjects;
- Such other data and/or information that is collected via the Online Platform, Your Account and/or Services and is not capable of identifying You.
When your personal information is included in de-identified, aggregated data and/or information, it is not possible to identify you or anything about you from that data and/or information.
14. Warranties and exclusions
- Everything on the Online Platform and incorporated in the Products and/or 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 Heyy make any express or implied representation or warranty about the Online Platform, Products or Services. This includes (but is not limited to) Claims or Loss or damage you might suffer as a result of any of the following:
- 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 unauthorized access to records; or
- the accuracy, suitability, suitability or currency of any information on the Online Platform, the Products, the Services, or any of its related products and services (including third party material and advertisements on the Online Platform).
- Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on Heyy and its subsidiaries, affiliates, and suppliers. If these Implied Terms apply, Heyy’s liability will be limited at its option to resupply, repair or replacement of the Products or Services, or the cost of such resupply, repair or replacement, to the extent permitted by law.
- Nothing in this clause excludes, restricts or modifies Your rights under an Implied Term.
15. Limitation of liability
- Subject to any Implied Term, and to the extent permitted by law, Heyy or any of its officers, employees, contractors or agents will not be liable to You for any Losses incurred by You or Claims made by You as a result of using the Online Platforms, Products, Services and any documentation provided to You.
- Heyy’s liability is reduced proportionately in the event that the You contributed to any Claim or Loss suffered by You.
- In addition to the limitations in clauses 13.1 and 13.2, Heyy’s liability in connection with this agreement, the Online Platforms, Products, Services and any documentation provided to You is limited to the price of the Products and Services charged under this Agreement.
- In addition to the limitations in clauses 13.1 and 13.2, Heyy’s liability in connection with this Agreement, the Online Platforms, Products, Services and any documentation provided to You does not extend to any consequential loss (including loss of opportunity profits).
16. Licensee indemnity
- To the extent permitted by law, You agree to indemnify Heyy, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
- all Claims and Loss (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your use of the Products and/or Services;
- all Claims and Loss (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with you accessing, using or transacting on the Online Platform or attempts to do so; and/or
- any breach of this Agreement.
17. Variation of Terms
- Heyy reserves the right to amend this Agreement from time to time. Such amendments will be either:
- published on the Online Platforms from which the Products and or Services were purchased;
- notified to You via email directing You to a link; or
- notified to You by post.
- The effect of any amendments or material variation will come into force from the date as specified by Heyy in the manner of notice provided pursuant to clause 16.1. If a date is not specified, it will be taken that the material variation and/or amendments will come into force at the time notice is provided.
- Upon notification of the material variation and/or amendment as outlined in clause 16.1, You are at liberty to terminate this Agreement by written notice within 7 days of notice, notwithstanding the conditions as set out in clause 16.
- Heyy may at any time, terminate this Agreement and the User License:
- at its discretion upon ninety (90) days’ written notice;
- if you have breached any provision of this Agreement or intend to breach any provision;
- if Heyy is required to do so by law.
- if Heyy is transitioning to no longer providing the Online Platform, Products or Services to users in the country in which you are resident or from which you use the service.
- Heyy reserves the right at any time to modify or discontinue, temporarily or permanently, the Online Platforms, Products and/or Services (or any part thereof) with or without notice, in which event You shall be entitled to a pro rata refund for that portion of the fee already paid for at the time of discontinuation where such discontinuation a total inability to access the Online Platforms, Products and/or Services for more than 24 hours and which cannot be used after discontinuation.
- On termination, You must permanently remove and return or destroy all software Products from Your computers.
- Subject to any enterprise Order Form, You will provide Heyy with at least one month written notice, or any other lesser time frame as provided by Heyy from time to time, should You wish to change your User License in any way, including cancellation of the User License.
- Subject to any enterprise Order Form:
- during the License Term and for a period of 30 days thereafter, You will be entitled to undertake a data extraction of Your Content and Developed Content from Heyy’s web based supply chain software, in such form made available by Heyy (e.g. PDF, spreadsheet or otherwise), at no additional cost; and
- in the event that Heyy retains Your Content and Developed Content after the term, subject to clause 16.5(a), Heyy may charge a fee, at its discretion, for data extraction requested by You.
19. General provisions
- Any provision of, or the application of any provision of this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
- Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
- The failure, delay, relaxation or indulgence by a party in exercising, in part or whole, any power, right or remedy conferred upon that party by this Agreement shall not operate as a waiver of that power, right, or remedy.
- This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written.
- If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
- This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia.
20. Dispute Resolution
If a dispute arises out of or relates to this Agreement, 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 sort).
A party to this Agreement claiming a Dispute has arisen, 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.
On receipt of that notice by that other party, the Parties must:
- Within 10 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;
- If for any reason whatsoever, 10 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 Chair of the Resolution Institute (ABN 69 008 651 232);
- 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 pre-condition to the mediation commencing. The parties must each pay their own costs associated with the mediation;
- The mediation will be held in Sydney, Australia.
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.
20.5. Termination of Mediation
If 8 hours 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.
21. Definitions and interpretation
In this Agreement unless the context otherwise requires:
- Account means an account on the Online Platform as described in clause 2.1.
- Active Event means an Event on the Online Platform that is current and/or ongoing;
- Agreement means this agreement, all schedules and, if the Products or Services were not purchased on the Online Platforms, an Order Form;
- Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
- Claim includes any claim, including a notice, demand, debt, account, action, expense, damage, loss, cost, lien, liability, proceeding, litigation (including reasonable legal costs), investigation or judgment of any nature, whether known or unknown;
- Closed Event means an Event on the Online Platform that is finalised and/or is a past Event;
- Dispute means a dispute between the Parties as described in clause 18.2;
- Event means an event or project function available via the Online Platform;
- Implied Terms means those terms as specified in clause 12.2;
- Invoice means an invoice issued by Heyy to You;
- License Term means the term of the User License as described at clause 5.3;
- Loss means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental;
- Notice means a notice of Dispute as specified in clause 18.3;
- Online Platforms means any Heyy website, social media accounts, applications, software and other technological platform;
- Order Form means any order form agreement signed by the Parties for the purchase of Products and/or Services in a form approved and/or provided by Heyy;
- Order means any order or booking made via the Online Platform for Products or services as described in clause 9.1;
- Parties means the parties to this Agreement.
- Products means any products as detailed on the Online Platforms and/or Order Form;
- Read-Only Functions means functions on the Online Platform, Products and/or Services limited only to the opening, viewing and/or reading of Events;
- Service means the Heyy software as a service provided by Heyy as detailed on the Online Platforms or Order Form;
- User License means a revocable, non-transferable, non-sub licensable, non-exclusive and limited license to use the Products and/or Services strictly in accordance with this Agreement as described at clause 5.1;
- User Threshold means a cap of user Accounts on any one User License of 1000 Accounts;
- Vendor means a supplier or offeror of Products available for Order via the Online Platform as descrived in clause 9.6.
- You means the person named on the Order Form, or where the Products are purchased via the Online Platforms, the person who has purchased the Products and/or Services.
- Your Content means any content that You broadcast, publish, upload, transmit, post or distribute on the Online Platform.
In this Agreement unless the context otherwise requires:
- the singular includes the plural and vice versa;
- where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
- a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
- a reference to any thing is a reference to the whole and each part of it;
- a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
- a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.
Address: KALA PTE. LTD. 2 VENTURE DRIVE #11-31 VISION EXCHANGE SINGAPORE(608526)