Acceptance of Terms

This website, application, platform and any service offered under the name “Sportsblock” (Platform) is operated and owned by Sportsblock Pty Limited (ACN 619 133 612) and its related entities or body corporates ('us', 'we' and 'our’).

Your use of this Platform is strictly subject to these terms of use and any other policy displayed on the Platform (together, the ‘Terms’). Every time you use this Platform, you indicate that you have read, understood, and accepted to be bound by these Terms. If you do not agree to be bound by these Terms, you must not use the Platform.

We may amend or modify the Platform, the Terms and/or the Privacy Policy at our sole discretion and at any time. Any amendments are effective immediately upon publication on the Platform. Your continued use of the Platform following such modifications will be deemed as acceptance of these modifications. If you do not agree with changes to the Terms and/or Privacy Policy, you should immediately cease using or accessing the Platform.

We reserve the right to monitor your use of the Platform, through cookies and other means, for the purpose of obtaining insights about how users use the Platform and ensuring you are complying with these Terms and Conditions.

These Terms will prevail over any other terms or agreement between you and us.

Definitions

Unless the context expressly provides otherwise, in these Terms:

Copyright Act means the Copyright Act 1968.

Event(s) mean a competition, training, clinic, session or any sporting events held by the Organiser/Admin.

GST means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)).

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs).

Manager/Parent means a User creating and managing an account for minor(s), and/or a User managing an account for Player(s) of a Team on the Platform.

Organiser/Admin means a User organising an Event or managing a sports club or a Team through the Platform.

Platform means this website, app, platform and any service offered under the name “Sportsblock”.

Player means the User choosing to participate in an Event, or a User being managed as part of a sports club or a Team.

Privacy Policy means our Privacy Policy available here.

Registration Fee means the total fee chargeable by the Organiser/Admin for an Event or the total fee chargeable for participation in a sports club for a season.

State means New South Wales, Australia.

Team means a team created on the Platform to manage Players, attendance and/or communications or sign up for an Event.

Terms means these terms of use which include the Privacy Policy.

Transaction Fee means the fee we charge Players when they enter into a Booking Agreement or when registering as part of a sports club, which is set out on the Platform and subject to change from time to time. The Transaction Fee is in place to cover our costs of providing the service, including without limitation Platform upkeep and maintenance and customer service.

Uploaded Content means any content whatsoever which you upload to the Platform, including but not limited to, any text, graphics, photos, designs, trademarks, artwork, descriptions, reviews, usage data, feedback, comments, chats and media.

User means any person using or signing up on the Platform whatsoever, whether as an Organiser/Admin, Manager/Parent or a Player.

Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.

we, us and our means Sportsblock Pty Limited (ACN 619 133 612) and its related entities or body corporates.

you and your means any person who uses or accesses the Platform, including any User.

Warrant of authority

Your use of the Platform is conditional on you being over 18, or if a minor then you represent that you have reviewed these Terms with your parent or legal guardian to make sure that you and your parent or legal guardian understand these Terms. If you are a parent or guardian permitting a minor to create an account, you agree to exercise supervision over the minor's use of our Platform and the account and assume all risks associated with the minor's use of our Platform and their account, including the transmission of content or information to and from third parties via the internet.

Accordingly, by using the Platform, you warrant this to us. If the above conditions are not satisfied, please cease using the Platform immediately.

Your Responsibilities

You must:

1. ensure that any information you provide to us is true, accurate and complete;
2. promptly follow all directions from us in respect to your conduct in connection with the Platform;
3. familiarise and follow any of the policies published by us at all times in connection with provision of the Platform;
4. at all times in dealings with us, clients of ours, partners, sponsors, suppliers, contractors, and all other Users conduct yourself in a manner that protects and enhances our reputation;
5. comply with all applicable laws and regulations when using the Platform; and
6. bear all costs and expenses related to your use of the Platform.

You must not:

1. misuse the Platform;
2. use the Platform in a way that violates applicable laws, that violates the intellectual property rights or other rights of us or others, or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;
3. post reviews or commentary to promulgate deceptive or offensive or extreme opinions or any other illegal, malicious or deceptive activities;
4. take any action that is likely to impose upon the Platform (or its third-party service providers) a disproportionately large load;
5. interfere with the proper working of the Platform or any activities conducted via the Platform, including by using any automated or manual software or process to "crawl", "spider" or engage in similar conduct in relation to the Platform;
6. except to the extent the Copyright Act allows you to do so, reverse engineer or otherwise seek to obtain any source code forming part of the Platform; and
7. except as permitted under this agreement, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or re-sell any information, content, software, or materials made available through the Platform.

If you breach clauses 4.1 or 4.2 of these Terms and Conditions, we reserve the right to report any such breach to the relevant law enforcement authorities and disclose your identity to them. In addition, we reserve the right to suspend or terminate your access to the Platform at our sole discretion without notice.

Registration

You may be required to sign up as a User to access certain features of the Platform.

When you sign up and activate your account, you will provide us with personal information such as your name, email address and other details. You must ensure that this information is accurate and current. We will handle all personal information we collect in accordance with our Privacy Policy.

When you register sign up and activate your account, you will create a password. You are responsible for keeping your password secure and are responsible for all use and activity carried out under your account. You must not share your account credentials with any third party. We do not authorise anyone to use the Platform on your behalf (this does not include where you have provided delegated access through the Platform), and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.

Upon signing up, we may also ask for any other information which we may deem reasonably necessary to enable you to enjoy the benefits of the Platform. We may require you to provide evidence and documents confirming certain information.

If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform at our sole discretion without notice.

You must not impersonate some other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended, and legal action may be taken against you.

You agree not to create an account or use the Platform if you have been previously removed or suspended by us from the use of the Platform, unless we provide our prior written consent.

We may also, in our absolute discretion, refuse registration to any User or prohibit any registered User from accessing the Platform, without assigning any reason whatsoever.

We collect personal information about you in order to provide you with services, register your account and for purposes otherwise set out in our Privacy Policy. You acknowledge that your email id may be viewed by all other Users on the Platform and you expressly consent to such disclosure. If you do not agree to such disclosure, you must not use the Platform. We may also disclose personal information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of our services or products to you. By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these Terms.

Uploaded Content

Where the Platform allows you to upload any content whatsoever to the Platform (Uploaded Content), you:

1. grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the Uploaded Content in any way (including, without limitation, by reproducing, modifying, and communicating the Uploaded Content to the public) and permit us to authorise any other person to do the same thing;
2. to the full extent permitted by law, consent to any act or omission by us which would otherwise constitute an infringement of your moral rights under the Copyright Act in relation to the Uploaded Content; and
3. acknowledge and agree that we may delete, modify, or otherwise exploit in any manner contemplated by the Copyright Act any Uploaded Content submitted to or via the Platform by you at any time and without notice.

In each instance when you upload any Uploaded Content to or via the Platform, you:

1. represent and warrant to us that you have all right, title, interest and authority in the Uploaded Content which is necessary to grant the licences and consents set out in clauses 6.1(a) and 6.1(b);
2. represent and warrant to us that you have the permission to use the name and likeness of each person whose image appears in any Uploaded Content in the manner contemplated by these Terms;
3. represent and warrant to us that the use or exploitation of Uploaded Content by us or any other User of the Platform will not infringe the rights of any third party (including, but are not limited to, intellectual property rights and privacy rights), and will not infringe any legislation or regulations of the Commonwealth of Australia and the State including, but not limited to, the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law (ACL) and any other parliament competent to legislate in relation to the Platform or any law in any country where the Uploaded Content is or will be available electronically to users of this Platform;
4. agree and undertake to us to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Uploaded Content to or via the Platform;
5. must not upload any Uploaded Content:
   1. that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, profane, in breach of confidence, in breach of privacy or harassing;
   2. that would bring us or the Platform into disrepute;
   3. that you know (or ought reasonably to suspect) is false, misleading, untruthful or inaccurate;
   4. that contains unsolicited or unauthorised advertising (including junk mail or spam); or
   5. that contains computer or software viruses, files or programs that are designed to interfere with the ordinary functionality of the Platform, or obtain unauthorised access to any system, information, security device belonging to us or any third party;
6. agree that it is your responsibility to back up any of Uploaded Content to your own systems. We do not guarantee that the Platform will always be available at all times;
7. agree that we can store Uploaded Content in our servers; and
8. to the maximum extent permitted by law, release us and indemnify us from any claim or loss in relation to Uploaded Content being stored in our servers.

This clause 6 will survive termination of these Terms.

This Platform

This Platform is a sports administration software, and also operates as a marketplace that allows the Organisers to list their upcoming Events (which includes organising and running competitions) and the Players to sign-up and participate in such listed Events. This Platform merely acts as the platform which assists in streamlining general sports administration, and which lists and collates the Event information and helps Players and Organisers/Admins find each other.

The signing-up process for any Event is set out below:

1. Organisers/Admins may create an Event listing and set out all material details of the Event, including the Registration Fees, number of players required to form a team, the spots available for booking the Event and any special conditions applicable to the Players participating in the Event (Listing Terms). This listing constitutes an offer by the Organiser/Admin inviting the Players to sign-up for the Event.
2. Prior to booking any spot for the Event, every Player of the Team must review the Listing Terms and ensure that the Player meets any minimum age, proficiency, fitness or other terms and conditions of the Event. If the minimum number of Players required to form a team signs-up for the Event and pays the Registration Fee as per clause 8, it will constitute an acceptance by the Players of the Listing Terms and the Organiser/Admin and the Players will be deemed to have entered into a separate booking agreement (Booking Agreement).
3. Any confirmation/voucher/discount code issued by the Organiser/Admin directly or through the Platform to the Players will form a part of the Booking Agreement.
4. Event listings are non-binding and may be revoked or modified at any time. A binding agreement is only formed once a Booking Agreement is entered into in accordance with clause 7.2(b).
5. We reserve the right to delist or cancel any Event in our sole discretion.

Unless expressly stated otherwise, we are not the Organiser/Admin of any Event and we are not associated with those Events or the Organisers/Admins of the Event in any way.

We encourage all Users to obtain the necessary insurances as may be applicable to them in relation to any Event. Every Organiser/Admin will be responsible to obtain the applicable insurance in relation to the Events organised by them from time to time and every Player must check and enquire about the adequacy of the insurances so obtained or to be obtained by the Organisers/Admins for the Event in which the Player is participating. In case the Players are required to obtain any insurance coverage before participating in any Event, the Organiser/Admin must inform the Players in advance regarding any such requirement. We will not be responsible or liable in any manner for the failure of the Users to obtain the insurance or inadequacy of any insurance so obtained by the Users in relation to the Events.

An Organiser/Admin can create reports on the Platform for any injuries, incidents, or complaints. An Organiser/Admin can attach reports and notes to a Player’s account. The Organiser/Admin can email and delete reports on the Platform and may upload their User’s list to the Platform through an Excel CSV file.

An Organiser/Admin may send registered Users or Teams in their Events email and SMS communications. The Platform may integrate third-party services to facilitate such communications.

Fees

All payments and fees payable in connection with the Event and the Platform (including but not limited to the Registration Fee and the Transaction Fee) must be paid using Stripe or any other payment service provider (PSP) that is being used on the Platform at the relevant time.

Every Event listing will specify the total Registration Fee chargeable by the Organiser/Admin for the Event and the method of payment. The methods of payment the Organiser/Admin may choose include:

1. Upfront Payment Per Team: Any one User representing the Team pays the Registration Fee in full. The payment will be transferred to the Organiser/Admin’s PSP account.
2. Split Payment Method: Any one User representing the Team pays the full Registration Fee for the Team. The User splits the cost amongst the members of the Team. Each time a Team member makes a payment, the payment will be transferred into the Organiser/Admin’s PSP account.
3. Payment Per Player: The cost of joining an Event or Team will incur a fixed cost per Player. Each time a Player makes a payment, the payment will be transferred to the Organiser/Admin’s PSP account. It is the Organiser/Admin’s responsibility to pursue or follow up on any unpaid portion of the Registration Fee

Upon receipt of full Registration Fee by the Organiser/Admin, the booking of the desired spot of the Event by the Team will be deemed complete and confirmed.

We are entitled to charge the Transaction Fee on every transaction made for payment of Registration Fee through the Platform, which will be payable by the Player over and above the Registration Fee paid by every Player.

An Organiser/Admin may charge different Registration Fees to different Teams and/or Players at their sole discretion.

You may be required to create an account with the PSP available on the Platform and accept their terms of use. You must also pay the processing charges levied by the PSP at the applicable rates (PSP Charges). You warrant to us that you will strictly comply with the relevant terms of use of the PSP. You may also be required to provide all relevant information and documents to the PSP as may be necessary to complete their customer verification process.

It is the Organiser/Admin’s responsibility to communicate the terms and conditions of their Event and any rules and regulations of their Event to the Players and/or Teams registered in their Event. If one User registers a Team in an Event, it is that User’s responsibility to communicate and notify all existing and future members of that Team of the terms and conditions and rules and regulations of the Event.

Organiser/Admins can offer vouchers/discount codes to Users registering in an Event. The Organiser/Admin has the sole discretion of determining the names and amounts of any vouchers/discount codes. When making a payment on the Platform, a User may enter the voucher/discount code. The User will receive a separate email to confirm if their voucher/discount code has been accepted or rejected by the Organiser/Admin. If the Organiser/Admin rejects the voucher/discount code, the User will be required to pay any unpaid amount of the Registration Fee or re-enter a different voucher/discount code.

The Transaction Fee will be strictly non-refundable unless determined otherwise at our sole discretion.

If the Organiser/Admin decides to cancel any Event for any reason, any refunds of the Registration Fee will need to be dealt with outside of the Platform. We do not facilitate any refunds on the Platform.

We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Platform or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in AUD. All fees are exclusive of applicable GST and other federal, state, local, or other taxes.

You may receive offers from third parties from time to time, such as discounts, sponsorships, or other benefits. We are not involved in any dealings or payments between you and such third parties, and these Terms do not govern such transactions.

Our Role

You agree and acknowledge as follows:

1. Our sole service to you is providing you with access to the Platform;
2. We take no responsibility for the hosting of an Event or any liability howsoever arising from any Event;
3. We do not endorse any Event or set or control the prices displayed for the listed Event. An Organiser/Admin can set delegate users on their account and we may set up Events, Teams, Player accounts, and/or whole organisations on behalf of the Organiser/Admin, Players and Managers/Parents;
4. The Booking Agreement is a separate agreement directly between the Player, Manager/Parent and the Organiser/Admin. We are not a party to the Booking Agreement in any way, and its formation will not, under any circumstance, create any relationship of employment, agency, partnership or otherwise between us and you, or us and any User;
5. Each Organiser/Admin is an independent person separate and independent from our business. There is no relationship between us and the Organiser/Admin beyond that of independent contractors;
6. Each Player and Manager/Parent is an independent person separate and independent from our business. There is no relationship between us and the Player beyond that of independent contractors;
7. We only act as an intermediary between the Player or Manager/Parent and the Organiser/Admin and our responsibilities under these Terms are limited to facilitating the availability of the Platform and facilitating the Registration Fee on behalf of the Organisers/Admins via the Platform;
8. In relation to each Booking Agreement, it is the Player, or the Manager/Parent creating an account for a minor, not us, who will be solely liable for payment of the Registration Fee. We merely act as a facilitator for such payment on the Platform and we will not be liable for the Registration Fee under any circumstance. You agree that you will not pursue any actions, legal or otherwise, against us for any non-payment, and that this provision constitutes a bar to any such actions or proceedings;
9. By using the Platform, you agree that any legal remedy or liability that you seek to obtain which arise from or is related to an Event will be limited to a claim against the particular User or other third parties who caused you harm. You agree not to attempt to impose liability on us, or seek any legal remedy from us with respect to the Events. Accordingly, you provide us with the indemnities and releases in clause 15;
10. We do not provide any insurance to any User, and it is your sole responsibility to arrange your own insurance or to insist another User obtain insurance, prior to entering into a Booking Agreement; and
11. You will not breach any term of the Booking Agreement.

Account Visibility Settings

A Player can select their account’s visibility on the Platform as private or public. A private account is only visible to associated Team members and Organisers/Admins that the Player has ever registered with. A public account is visible to all Users on the Platform.

A Manager can individually select the profile visibility setting for each Player under their account to private or public. A private account is only visible to associated Team members and Organisers/Admins that the Player has ever registered with. A public account is visible to all Users on the Platform.

A Team Captain or Organiser/Admin can select the visibility of a Team on the Platform to private or public. A private account is only visible to associated Team members and Organisers/Admins. A public account is visible to all Users on the Platform.

Intellectual Property Rights

Except where otherwise indicated, we are the sole owners or licensee of all intellectual property comprised in the Platform (including all intellectual property comprised in the Platform content), and nothing in these Terms constitutes a transfer of any intellectual property rights in or related to the Platform or Platform content.

You acknowledge and agree that the Platform and the content contained therein are protected by copyright, trademarks, service marks, patents, design registrations, and other proprietary rights and laws, and you agree to comply with and maintain all copyright notices and other restrictions on content accessed on or via the Platform.

You hereby grant to us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Platform any general suggestions, enhancement requests, recommendations or other feedback provided by you.

You may store, print and display the content supplied on the Platform solely for your own personal use.

You must not do anything which breaches or otherwise interferes with our intellectual property rights or the intellectual property rights of any of its third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform content without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.

You acknowledge and agree that damages may not be an adequate remedy for a breach of this clause 11 and that equitable or injunctive relief may be necessary.

Third-party Sites

The Platform may contain links to websites that are owned and operated by third parties. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.

You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:

1. you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;
2. we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
3. you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.

Except where expressly stated to the contrary all persons (including their names and images), third party trade marks and content, services and/or locations featured on the Platform are in no way associated, linked or affiliated with the Platform and you should not rely on the existence of such a connection or affiliation. Any trade marks/names featured on this Platform are owned by the respective trade mark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to the Platform.

Disclaimer

We may offer services or products on this Platform, or we may give information in relation to Events, services or products offered by third-parties, including people advertising various sporting events or competitions. We do not guarantee the accuracy of that information, or that the information is complete or up to date, or make any representations as to the suitability, quality or any other aspect of those Events in relation to your circumstances. You should always seek to make your own enquiries and not rely on any information provided on this Platform. We take no liability for the actions of any third-parties (including any other Users of the website whether registered or not) offering Events, services or products on this Platform, or any representation they make.

The information contained in this Platform contains opinions and indicators only, which should not be relied upon to make business decisions.

To the full extent permitted by law and subject always to clause 14.5, the Platform is provided to you “as is” and on an “as available” basis, without any representation or endorsement made and without any specific Warranties, either express or implied, including without limitation Warranties of merchantability or fitness for a particular purpose except as we are required to by the Australian Consumer Law.

We do not guarantee continuous, uninterrupted or secure access to the Platform, or that its servers are free of computer viruses, bugs, trojan horses, malware or other harmful components or that defects will be corrected. To the extent permitted by law, we have no liability to you whatsoever for loss or costs of any kind you suffer as a result of or in connection with any disruption or other difficulties in using the Platform.

We are not responsible for any computer failures, problems or errors, connection speed, interruptions of service or any technical or mechanical malfunctions, or any other malfunctions, whether caused by computer, servers, telephone, cable or satellites, human error, programming, equipment or otherwise related to the use of the Platform.

This clause 13 survives the termination or expiration of these Terms.

Warranties and limitation of liability

To the full extent permitted by law, and subject always to clause 7.4, we exclude all Warranties whatsoever other than those expressly set out in these Terms including but not limited to in relation to any other User of the Platform.

To the full extent permitted by law, and subject always to clause 7.4, we exclude all liability to you for any loss or damage suffered or incurred by you in the course of or as a result of using the Platform, whether in contract, negligence or other tort, breach of any statutory duty, or otherwise, including loss or damage suffered by you, including but not limited to in connection with:

1. any decisions that you may make on the basis of information or material contained on the Platform; and
2. your use of the Platform or any third-party website which has been accessed via the Platform (including damage suffered as a result of software or other viruses to which you may have been exposed in the course of using the Platform).

Our liability arising in connection with these Terms or the Platform is limited as follows: To the full extent permitted by law, and subject always to clause 7.4, we exclude all liability to you for any loss or damage suffered or incurred by you in the course of or as a result of using the Platform, whether in contract, negligence or other tort, breach of any statutory duty, or otherwise, including loss or damage suffered by you, including but not limited to in connection with:

1. we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;
2. our liability is excluded to the extent that you contributed to the liability;
3. we exclude all liability for anything you have been aware of for longer than six months and you have not commenced a claim; and
4. our liability is subject to your duty to mitigate your loss.

In the event that we terminate the Platform or your access to the Platform pursuant to these Terms, you release us from all liability for any loss or damage suffered by you as result of or arising out of such termination.

To the extent that any law restricts our right to exclude Warranties under these Terms, these Terms must be read subject to those statutory provisions and nothing in these Terms is intended to alter or restrict the operation of such provisions. If those statutory provisions apply, notwithstanding any other provision of these Terms, to the extent that we are entitled to do so, we limit our liability pursuant to such provisions:

1. in the case of goods:
   1. the replacement of the goods or the supply of equivalent goods;
   2. the payment of the cost of replacing the goods or of acquiring equivalent goods; and
2. in the case of services:
   1. the supply of the services again; or
   2. the payment of the cost of having the services supplied again.

We are not liable to you (or any other person) for any indirect loss arising from a breach of these Terms of Use.

All subclauses of this clause 14 are cumulative to one another.

This clause 14 will survive termination or expiration of these Terms.

Release and indemnity

To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.

You agree to promptly notify us of any third-party Claims, cooperate with all Released Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, legal fees). You agree not to settle any Claim without our prior written consent.

In this clause:

1. Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
2. Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
3. Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.
4. Relevant Matter means anything in connection with:
   1. any damage to person, property, personal injury or death;
   2. any User;
   3. any Event or your conduct or participation in any Event;
   4. your breach of these Terms;
   5. any matter for which we have purported to disclaim liability for under these Terms;
   6. Uploaded Content;
   7. your use, misuse, or abuse of the Platform; and
   8. your breach or failure to observe any applicable law.

This clause 15 will survive the termination or expiration of these Terms.

Termination

These Terms terminate automatically if we cease to operate the Platform for any reason.

You acknowledge and agree that:

1. access to the Platform is permitted on a temporary basis, and we reserve the right to withdraw or amend the Platform without notice;
2. we will not be liable if for any reason the Platform is unavailable at any time or for any period.
3. from time to time, we may restrict access to some parts or all of the Platform;
4. we may terminate your access to the Platform at any time at our sole discretion without notice;
5. we may terminate these Terms and your access to the Platform immediately by notice to you in writing if you are deemed to breach these Terms or associated policies in any way, in our sole discretion; and
6. termination of these Terms or your access to the Platform does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.

General

You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms.

If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

These Terms are governed by the laws of the State and each party submits to the jurisdiction of the courts of the State and all courts of appeal therefrom.

Any waiver of any term on these Terms by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.

The contents of these Terms constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this agreement, whether orally or in writing.

A provision of these Terms which can and is intended to operate after its conclusion will remain in full force and effect – including all indemnities and releases.