2.1
Givar will make the Platform available for access and use by you to create a single Givar Space of your own in accordance with these Terms of Service. You acknowledge and agree that your subscription to the Platform is not conditional upon the delivery of any future functionality or features.
2.2
The permission to use the Platform that we grant depends upon the truth of, and you warrant the truth of, the statements that you have made to Givar, and the continuing truth of all representations made in your Givar Space.
2.3
You acknowledge that other Givar Users as well as other members of the public will be able to see your Givar Space using the Platform and therefore it is your responsibility to ensure that your Givar Space is correct and up-to-date at all times, and contains no misleading, unlawful, defamatory, confronting or even unpleasant material that is directed against anyone else, or any material of an overtly sexual kind. You and we understand that sometimes charitable causes may involve confronting material – that is not what we mean. You must exercise good judgment and recognise the legitimate concerns of all those reasonable people who may access the Platform, whether Givar Users or not.
2.4
Givar’s is entitled to (a) suspend or terminate your access to and use of the Platform and/or (b) delete any content in your Givar Space if you or any of your personnel (i) fail to comply with any of your obligations under this Agreement; (ii) ( fail to provide Givar with information, or accurate and complete information, reasonably deemed by Givar to be necessary to assist Givar in the achievement of the objectives of the Givar Platform; or (iii)cause delay, prevention or interference with Givar’s performance under this Agreement. Givar will have no liability to you for its decision in good faith to exercise any of its rights under this clause.
2.5
Givar or those authorized by it to do so may gather information from your Givar Space and from all other areas of the Platform in a depersonalized form, aggregated for the purpose of research and the provision of services and information regarding other goods or services to you and other Givar Users. You acknowledge and agree that Givar may display advertising and other information of third parties provided by them for such purpose visible in your Givar Space and elsewhere in the Platform from time to time. Under no circumstances will any such Givar or third party information or advertisements be presented in a manner that makes it appear to be endorsed by or connected with you in any way.
2.6
Givar may change the features and functionalities of the Platform from time to time and may introduce the requirement to pay subscription fees for the access to and use of any such new or existing features of functionalities of the Platform. If any such fees are introduced, you will pay those fees for the features and functionality of the Platform that you wish to use or continue to use that are subject to such fees.
2.7
Givar is not responsible for any transactions carried out through any payment portal, such as Stripe, Paypal, BPay or other means to which Givar may in its sole discretion provide access from time to time. The responsibility for those transactions rests solely with the service provider providing them.
3.1
Givar’s grant to you of the right to use the Platform is personal. You may not give access to the Platform or transfer any rights under this Agreement to any other person.
3.2
YOU MAY NOT MAKE ANY COMMERCIAL USE OF THE PLATFORM OTHER THAN USE OF THE PLATFORM TO MANAGE YOUR OWN GIVAR SPACE – THAT IS, YOU MAY NOT OFFER ACCESS TO THE PLATFORM TO ANY OTHER PERSON FOR THE PURPOSE OF PROVIDING A SERVICE TO THAT PERSON.
3.3
IYou must provide all equipment, software communications necessary to use the Platform, as specified by Givar from time to time on the Givar Websand suitable internet and/or messaging services with a telecommunications provider. You will comply with any technical guidelines given by Givar in this regard to enable the proper operation and use of the Platform and will promptly implement any updates provided by Givar at no charge for this purpose.
3.4
You are responsible for any fees, including internet connection or mobile fees that you incur when accessing the Platform.
3.5
For the purpose of using the Platform, you will be required to provide certain personal information. This information is needed by Givar in order to provide the Platform, including the provision of information updates, as well as your use of the service, and will be held and used in accordance with Givar’s Privacy Policy. You agree that you will supply accurate and complete information to the Platform, and that you will update that information promptly if it changes.
3.6
During the set up and use of the Platform for your use, you may be required to select one or more usernames and passwords ("Login Information"). The following rules govern the security of your Login Information:
(a)
you must not share your Login Information, let anyone else access your Customer Account, or do anything else that might jeopardize the security of your use of the Platform;
(b)
if you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify Givar and modify your Login Information;
(c)
you are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, whether or not authorized by you; and
(d)
you are responsible for anything that happens through your Customer Account with the Platform.
3.7
Givar reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.
(a)
Interfere or attempt to interfere with the proper functioning of the Platform or connect to or use the Platform in any way not expressly permitted by these terms;
(b)
Use any unauthorized third party software that accesses, intercepts, "mines", or otherwise collects information from or through the Platform or that is in transit from or to the Platform, including, without limitation, any software that reads areas of RAM or streams of network traffic used by the Platform to store information about Givar or its licensees;
(c)
Intercept, examine or otherwise observe any proprietary communications protocol used by the Platform, whether through the use of a network analyzer, packet sniffer or other device;
(d)
Use, facilitate, create, or maintain any unauthorized connection to the Platform, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Platform; or (2) any connection using programs, tools, or software not expressly approved by Givar;
(e)
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the app or any software underlying the Platform or Givar website or other intellectual property used to provide the Platform, or to obtain any information from the Platform using any method not expressly permitted by Givar; or
(f)
upload or transmit or attempt to upload or transmit, without Givar’s express permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, “spiders”, “crawlers” or other data-mining code, web bugs, cookies or other similar devices (sometimes referred to as "spyware," "passive collection mechanisms" or "pcms").
3.9
The Platform includes information confidential to Givar. You may not modify, alter, translate, dump, decompile, extract from, reverse engineer, disassemble, or otherwise reduce the Platform to a human perceivable form. This restriction is to protect that confidential information.
3.10
All rights in the copyright in the Platform and any trade marks used in association with the Platform are retained by Givar or its licensors (as appropriate). You may not reproduce any part of the Platform or Givar website and will not use any trade marks or service marks of Givar or any of its licensors without the express permission of such trade mark or service mark owner.
(a)
comply with any requests for information, recommendations and guidelines with respect to access to and use of the Platform, including any adjustments or replacements required in respect of your equipment and software used by you from time to time;
(b)
ensure that your operators are adequately trained and informed so as to use the Platform effectively and in accordance with the Givar Platform User Guidelines;
(c)
promptly report errors in the operation of any aspect of the Platform, in accordance with Givar’s fault reporting procedures from time to time.
3.12
You will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all your Customer Data and accept sole responsibility for errors in the operation of the Platform arising from failure to maintain the accuracy of your Customer Data; (ii) prevent unauthorized access to, or use of, the Platform, and will notify Givar promptly of any unauthorized access or use; and (iii) comply with all applicable local, state, federal and territorial laws in accessing and using the Platform.
4.1
Givar represents and warrants that (a) it owns or otherwise has sufficient rights in the Platform to grant to you the rights to access it and use the Platform as provided herein; (b) it will provide the Platform in a manner consistent with general industry standards reasonably applicable to its provision; and (c) the Platform will perform materially in accordance with the Givar Platform Use Guidelines.
4.2
Givar is not responsible for (a) the conduct of any Givar User,(b) tthe truth, accuracy, currency or completeness of any information placed on the Platform by any Givar User or for the proper conduct of any Givar User, including but not limited to fulfilment of promises or use of funds, and (c) for the content of any third party website linked, or goods or services offered by any advertiser, on the Platform. You are responsible to ensure all your information in your Givar Space, and that posted by your personnel is accurate and up-to-date, and not in breach of this Agreement or any of the Givar Platform Use Guidelines. Except insofar as any Complaint will be handled by Givar in accordance with the Givar Complaints Policy, any grievance concerning the conduct of another Givar User must be handled directly by you with that Givar User, and Givar will have no other liability whatsoever.
4.3
The Service Levels to be provided by Givar as described on the Givar website from time to time will be your sole and exclusive remedy for any failure or lack of performance of the Platform, including damages for breach of contract.
4.4
GIVAR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS WILL BE CORRECTED OR THAT THE AVAILABLE FUNCTIONALITY WILL RUN ERROR FREE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY SET OUT ABOVE AND ON THE Givar WEBSITE, TO THE EXTENT PERMITTED BY LAW, NO OTHER WARRANTIES OR GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION MERCHANTABILITY, SUITABILITY OR ACCEPTABLE QUALITY, OR AS TO FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY GIVAR AND Givar MAKES NO WARRANTIES HEREUNDER WITH RESPECT TO ANY HARDWARE EQUIPMENT OR THIRD PARTY SOFTWARE WHICH GIVAR MAY USE TO PROVIDE THE SERVICE.
4.5
Important note: In the event that performance by either party of any obligation under this Agreement constitutes a supply of goods or services to a consumer as defined in the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended) or relevant State or Territory legislation (“the Acts”) nothing contained in this Agreement excludes restricts or modifies any condition, warranty or other obligation in relation to this Agreement and any goods and services to be supplied hereunder which pursuant to the Acts or any of them is applicable or is conferred on you where to do so is unlawful, in which event Givar’s sole liability for breach of any such condition, warranty or other obligation will be limited (except to the extent specifically set forth herein) to:
(a)
in relation to goods: (A) the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or (B) the repair of the goods or payment of the cost of having the goods repaired;
(b)
in relation to services: (A) the supplying of the services again; or (B) the payment of the cost of having the services supplied again
as in each case Givar may select.
4.6
Mandatory statement under Regulation 90 of the Competition and Consumer Regulations: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. These rights may be lawfully limited in respect of goods or services not ordinarily acquired for personal, domestic or household use or consumption. To request a replacement or a refund, please send your written request to Givar by letter or email to info@givar.com.
5.1
Other than in respect of personal injury or damage to tangible property, Givar will have no liability to you for direct damages, loss or liability for any cause whatsoever, and regardless of the form of action.
5.2
THE REMEDIES PROVIDED IN THIS AGREEMENT ARE THE EXCLUSIVE REMEDIES OF THE PARTIES. IN NO EVENT SHALL GIVAR BE LIABLE TO YOU, TO ANY USER OR TO ANYONE ELSE, WHETHER IN CONTRACT OR TORT, OR OTHERWISE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR UNFORESEEABLE LOSS, DAMAGE OR EXPENSE, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY,OR ANY OTHER FORM OF EXPECTED BENEFIT, OR FOR LOSS OR CORRUPTION OF DATA, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED. You acknowledge that you must maintain backups of all data entered into or generated by the Platform that it may require to restore for its business.
6.1
You represent and warrant that you and those providing data and information to you have the right to transmit to Givar, and receive from Givar, any data, material or records that are required to enable Givar to perform the Platform and any other of Givar’s obligations under this Agreement.
6.2
Your Customer Data, other than that displayed in your Givar Space, is deemed your Confidential Information under this Agreement. Givar will not access your Customer Account, or your Customer Data, except (i) in the course of data centre business operations, (ii) in response to service or technical issues; (iii) as permitted by this Agreement; or (iv) at your request. Recovery of any of your Customer Data deleted by you will be your responsibility and not the responsibility of Givar.
6.3
Subject to Givar’s responsibilities as set out in clause7, entitled “Confidentiality”, Givar will not be responsible for any unauthorized access to or alteration, theft or destruction of your Customer Data through accident, fraudulent means or devices, or any other method, unless such access, alteration, theft or destruction is caused as a direct result of Givar’s or its personnel’s misconduct or omission, in which case Givar’s liability will be limited to commercially reasonable efforts to restore or recover your Customer Data willfrom the most recent back-up of your Customer Data.
6.4
Givar is not responsible for loss of any Customer Data arising from: (i) a transmission from you not in accordance with the Givar Platform Use Guidelines; or, (ii) your failure to act on any Givar provided communication.
7.1
Givar provides a ticketing service to charities to run events for the public or in conjunction with a business.
7.2
Each ticket is sold subject to any terms and conditions of the Event Organiser for the event which may be disclosed as part of the event information on the Site or on the Event Organiser's own page.
8.1
For purposes of this Agreement, the “Disclosing Party” means the party that transmits or otherwise communicates Confidential Information to the other party (the “Receiving Party”).
8.2
The following is not considered to be Confidential Information: (i) information which the Receiving Party has been authorized in writing by the Disclosing Party to use without restriction; (ii) information which was rightfully in the Receiving Party’s possession or rightfully known to it prior to receipt of such information from the Disclosing Party; (iii) information which was rightfully disclosed to the Receiving Party by a third party having proper possession of such information, without restriction; (iv) information which is part of or enters the public domain without any improper action or inaction by the Receiving Party; (v) information which is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information; and (vi) any suggestions, enhancement requests, recommendations or other feedback provided by you or your personnel relating to the operation or use of the Platform.
8.3
The Receiving Party must use the Disclosing Party’s Confidential Information only for the purposes set forth in this Agreement, and must cause its personnel and any adviser to whom it discloses such information to maintain such Confidential Information in complete confidence. The Receiving Party may disseminate such Confidential Information only on a need-to-know basis. The Receiving Party shall be permitted to disclose Confidential Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law or court order, provided that the Disclosing Party will be given prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the other party to obtain a protective order.
8.4
The Receiving Party agrees, at any time upon request of the Disclosing Party (being a request that does not prevent the propoer use of the Platform as permitted by this Agreement) or upon any termination of this Agreement, to return to the Disclosing Party all Confidential Information in its possession or confirm its destruction.
8.5
You must not (i) modify, copy or create derivative works based on the Applicable Functionality or the Platform; (ii) frame or mirror any content forming part of the Applicable Functionality or the Platform, other than on your own intranets or otherwise for your own internal business purposes in accordance with the provisions of this Agreement; (iii) reverse engineer the Applicable Functionality or the Platform; or (iv) access or use the Applicable Functionality or the Platform in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Applicable Functionality or the Platform.
You may terminate your use of the Platform at any time. Givar may terminate this Agreement: (i) if you have not remedied a breach of this Agreement within 30 days of a notice of breach being provided to you or, (iii) if you become insolvent or if bankruptcy or receivership or other insolvency proceedings are initiated by or against you.
10.1
The Agreement will be construed and governed in accordance with the laws of the State of New South Wales.
10.2
This Agreement constitutes the entire terms and conditions between you and Givar with respect to this Platform and supercedes any other agreement, written or oral. If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the intent of this Agreement, and the remainder of this Licence will continue in full force and effect.
10.3
Givar will be excused from performance of its obligations pursuant to this Agreement for any period and to the extent that it is prevented from performing such obligations, in whole or in part, as a result of delays caused by you or a third party, or an act of God, severe weather, hurricanes, earthquakes, flood, war, civil disturbance or civil commotion, court order or any other cause over which Givar does not have direct control, including internet or communication problems (including internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Givar’s possession or reasonable control), third party hardware or software errors, computer viruses or similar harmful programs or data, or unauthorized access or theft.
