Terms of Service

Lawful Use

You may only use the Service for lawful purposes in accordance with the Permitted Use Policy and must ensure that your use does not breach any laws that apply to you.

Access

We may terminate or restrict access to the Website, Applications or Service, or any part thereof, at any time without notice. If we do so, these Terms of Service will continue to apply, and any use must discontinue or be limited as we require immediately.

Age Restriction

The Service is available for individuals of any age. However, if you are under the age of majority in your jurisdiction (usually 18 years of age), you should review these Terms of Service with your parent or guardian to make sure that you and your parent or guardian understand it. If we discover or believe that you are underage, we may suspend your access to the Service and will reinstate your access only upon our confirmation of consent from your parent or guardian.

Registration

Non-registered users of the Service have restricted use and access to limited features of the Service. To use more features of the Service, you must register with us. During the registration process, we will ask you to create an account, which includes a username (Username), a password (Password), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (Unique Identifiers). When creating your account, you must provide true, accurate, current, and complete information. Each Username and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Username, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Service using one or more of them. You agree to inform us promptly of any need to deactivate a Password or Username or change any Unique Identifier. We reserve the right to delete or change your Password, Username or Unique Identifier at any time and for any reason. We will not be liable for any loss or damage caused by any unauthorised use of your account.

Licenses

Subject to your compliance with all the terms and conditions in these Terms of Service, SharePass grants to you a personal, non-exclusive, limited, revocable, non-sublicensable, and non-transferable license to:

• access, download and install the Applications on your Device(s) solely for the purpose of using the Service;
• use the Service to send and receive Messages to and from other users of the Service; and
• use any other features made available through the Service in accordance with the functionality of those features and these Terms of Service.

You grant to SharePass a worldwide, non-exclusive, sublicensable and transferable license to use, copy, distribute, create derivative works of, and display the information that you transmit, receive or otherwise provide through the Service, solely in order for us to provide the Service to you and our other users.

Our license to you, and your use of the Service, are expressly conditioned on your adherence to the Permitted Use Policy, and to your acceptance of the Subscription Terms and Privacy Policy and Cookies Policy.

Payments

All SharePass paid Services are subscribed on a service period basis. You choose the service period and the payment method yourself when you sign up for the paid Services.

Your Service will automatically be renewed, and your chosen payment method will be charged at the end of each service period, unless you decide to cancel your automatic payments for the Services before the end of the then-current subscription.

All prices, including recurring subscription fees, are subject to change. Any changes in pricing will be communicated to you in advance. If you update payment details in your account, the updated information will be regarded as your preferred method for any future payments.

In some cases, we or others on our behalf may offer a free trial for our paid Services. The duration of the free trial period and other details will be specified during a sign-up. We determine your free trial eligibility at our sole discretion, and to the extent permitted under applicable law we may limit or withdraw a free trial option at any time without prior notice.

You acknowledge and agree that we will automatically charge you for our paid Services at the end of the free trial period on a recurring basis. If you do not want to be charged, you must cancel the paid subscription before the end of the free trial by contacting our support team. If you received a free trial from a third party, you may also cancel the paid subscription through that third party.

Only basic payment information is processed through our payment service providers and payment processing partners authorised to provide services in Australia.

Any fees charged by SharePass are exclusive of taxes. However, we may calculate and add any taxes and / or additional fees, including, but not limited to sales tax, value added tax and other taxes or fees under laws applicable to you. Such taxes and fees will be calculated according to the billing information provided by you to SharePass at the time of purchase.

Refund and Cancellation Policy

If you wish to claim a refund, you can do so within 14 days following your purchase of our Services.

We seek your full satisfaction with our Services. However, we would like to troubleshoot an issue you experience first. There are common service configuration issues that may hinder the Services for you, and we resolve most user issues encountered.

Subscriptions purchased via the iTunes/App Store are subject to iTunes/App Store refund policies. This means we cannot grant refunds if you purchased an app through iTunes/App Store – you will have to contact store support in that regard.

You have a right to cancel your account at any time. You can cancel a recurring subscription from your [SharePass online account, iTunes/App Store or Google Play Store]. Cancelled accounts will not be refunded for the unused part of the ongoing service period.

You can only get a refund for our Services twice. If you buy any of our Services again after that, you will not be granted a refund for any further cancellation. We do not grant refunds for recurring subscription payments if you cancel the Services after the renewal unless applicable law provides otherwise. No refunds will be considered for accounts terminated for violation of these Terms of Service. Once the refund is issued to you, you will lose access to the Services.

Intellectual Property

The Service contains material, such as software, text, graphics, images, and other material provided by or on behalf of us (collectively, the Content). The Content (excluding your Messages) presented to you as part of the Service is owned by SharePass or by its licensors and is protected by intellectual property rights under both Australia and foreign laws.

Except as expressly permitted under these Terms of Service, no right, title, or interest in or to any Content is transferred to you. The trademarks, service marks, logos, product names and company names (the Trademarks) used and displayed on or through the Service are registered and unregistered trademarks or service marks of SharePass and/or its licensors.

Nothing on the Service or in these Terms of Service shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of the Trademarks inures to the benefit of SharePass and its licensors, as applicable.

Elements of the Service are protected by trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means.

Other than for the purposes of and subject to the conditions prescribed under the Copyright Act 1968 (Cth) or any other applicable legislation throughout the world, you may not, in any form or by any means reproduce, display, store in a retrieval system or transmit, print, publish, distribute, commercialise, perform, adapt, or create of derivative work from any design, artwork, information, product or service accessed or acquired from the Service, the Website, Applications or Devices.

Communications with us

With respect to any communications, you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation to you.

No Warranties

You acknowledge that we do not represent or warrant that access to the content and any other data or information provided through the Services will be accurate, complete, uninterrupted, timely or secure or its servers, or the content are or will be secure or free of computer viruses or similar contamination or destructive features.

You also acknowledge that the Service may contain bugs, errors, and other problems that could cause the Service to be unavailable or to fail to deliver Messages or otherwise be unreliable. consequently, the Service and the content are provided “as is” and “as available” basis without any warranties of any kind.

External Sites

The Service (or social media websites on which we maintain presences or RSS feeds) may be linked to other websites or applications which we may have no control (External Sites). Links to such External Sites e websites are provided for convenience only, and we are not responsible for their use, effect, or content. It should not be construed as any endorsement, approval, recommendation, or preference by us of the owners or operators of the sites, or of any information, products or services referred to on those other websites or applications unless specifically stated. By accessing these third party sites, you agree to any terms of access or use imposed by those sites. We make no representations or warranties about the accuracy of information contained on those websites or applications. We do not provide any warranty, or assume any responsibility regarding the quality, accuracy, source, merchantability, fitness for purpose or any other aspect of the material on those sites, nor do we warrant that material on other sites does not infringe the intellectual property rights of any other person. We exclude all implied conditions and warranties except any implied condition or warranty the exclusion of which would cause this clause to be void. You should take precautions when downloading files from all websites to protect your Devices from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

Breach of your intellectual property rights

We respect the intellectual property rights of others, and we expect our users to do the same. We will review all claims of copyright infringement received and remove any Content posted or distributed in violation of applicable copyright laws. If you believe that your work has been copied on or via the Service in a way that constitutes copyright infringement, please provide us with notice.

Disclaimer

You agree that we are not liability in any way for defamation, libel, product disparagement, and other claims arising out of any Messages sent by users of the Service. We are not responsible for any Messages of our users. We neither warrant the accuracy of Messages or exercise any editorial control over Messages, nor do we assume any legal obligation for editorial control of Messages or liability in connection with Messages, including any responsibility or liability for investigating or verifying the accuracy of any Messages. In fact, as noted in our Privacy Policy, we do not (and cannot) read encrypted Messages.

Limitation of Liability

To the maximum extent permitted by law we exclude all liability for any loss or damage of any kind (including special, indirect or consequential loss and including without limitation loss of revenue , loss of goodwill, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data or loss of anticipated savings or benefits, loss of production, lost opportunity costs, legal costs and expenses (except reasonable legal costs awarded by a court) arising out of or in connection with the Website, Content and the use or performance or services provided or made available through the Services, the Website, the Applications and Devices except to the extent that the loss or damage is directly caused by us fraud or wilful misconduct.

Our total aggregate financial liability to you is limited to $12 or your monthly subscription fee (if any) under these Terms of Service, whichever is lesser.

Nothing in these Terms of Service shall affect any non-waivable statutory rights that apply to you.

Indemnification

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, agents, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising, or resulting from your breach of these Term of Service and/or your misuse of the Service. We shall provide notice to you of any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defence and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defence of such matter.

Termination

We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Service, your access to all or any part of the Service, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability. You may terminate the Terms of Service by contacting us at legal@sharepass.com. Upon any termination of the Terms of Service, the licenses granted above shall terminate, and you shall have no right to continue to use the Service. The following provisions shall survive the termination of these Terms of Service:

• No warranties;
• Disclaimer;
• Licenses;
• Intellectual Property Rights;
• Indemnification;
• Limitation of Liability;
• Binding Arbitration;
• Class Action Waiver; and
• Equitable Relief.

Consumer Guarantees

To the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under these Terms of Use. However, if a supply under these Terms of Use is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth)), nothing contained in these Terms of Use excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits us to limit our liability, then our liability is limited to:

• in the case of services, the cost of supplying the Services again or payment of the cost of having the Services supplied again; and
• in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired,

and except in the case of a major failure (as that term is defined in the Australian Consumer Law), we can elect as between the remedies set out above.

Binding Arbitration

Any dispute, controversy or claim arising out of, relating to or in connection with these Terms of Service, the Content, or the Service (each, a Dispute), either party may elect to resolve the dispute finally and exclusively by binding arbitration contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Expedited Arbitration Rules. The seat of arbitration shall be Victoria, Australia. The language of the arbitration shall be English. Any election to arbitrate, at any time, shall be final and binding on the other party.

This provision shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Victoria, Australia. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law,

• no arbitration or proceeding shall be joined with any other;
• there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilise class action procedures; and
• there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Service, Permitted Use Policy and Privacy Policy and Cookies Policy. We may, without waiving any other remedies under the Terms of Service, Permitted Use Policy, Privacy Policy and Cookies Policy seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and any courts which may hear appeals from those courts for purposes of any such action by us.

Severability

If any of these terms or conditions are invalid, illegal or unenforceable, those terms or conditions will be struck out and other provisions which are self-sustaining and capable of separate enforcement to the invalid provision, are and continue to be valid and enforceable in accordance with their terms.

Waiver

The failure, or delay on the part of us in exercising its power or right in relation to your breach of these terms or conditions does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of any power or right.

Entire Agreement

Except as expressly agreed by us and you in writing, these Terms of Service, Permitted Use Policy and Privacy Policy and Cookies Policy constitute the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.

Governing Law

The Service is based in Australia. We make no claims concerning whether the Service may be used or are appropriate for use outside of Australia or for your particular industry, company, or intended use. Your access to and use of the Service is solely at your own risk. You are solely responsible for ensuring compliance with the applicable laws of your specific jurisdiction and industry.

These Terms of Service are governed by the laws in force in Victoria, Australia without regard to conflict of laws provisions. Subject the binding arbitration provision above, you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and any courts which may hear appeals from those courts.

Miscellaneous

The headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.