Welcome to Valued! We provide a platform (which includes websites, mobile applications, and web applications) (Platform) which connects businesses and charities (Subscribers) and individuals (Customers) who use the Platform and our purpose is to empower people through digital freedom, data privacy and shared value. These Terms apply to Customers; we have different terms (available on https://valued.biz) for our Subscribers.
In these Terms, when we say you, your or Customer, we mean you, the Customer who accepts these Terms. When we say we, us, or our, we mean Valued Business Group Pty Limited (630 071 411) and Valued Pty Limited (ACN 660 191 293).
These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a Customer. You cannot use our Services unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: legal@valuedbusiness.com.
These Terms were last updated on 22 January 2024.
OUR DISCLOSURES
Please read these Terms carefully before you accept. We draw your attention to the fact that:
– you provide us a perpetual right and licence to Your Data in order for us to supply the Platform;
– when these Terms are terminated by you or us, or where we otherwise remove access to your Account in accordance with these Terms, you will no longer have access to your Account. Your Account (including the data associated with your Account) will remain, however your Personal Information will be removed;
– at our discretion, we may remove your access to your Account if your Account is not used for a period of more than 12 months;
– we will handle your personal information in accordance with our privacy policy, available at https://valued.biz/privacypolicy;
– subject to your Consumer Law Rights:
– we will not be liable for Consequential Loss or delays or failures in performance caused or contributed to by an event or circumstance beyond our reasonable control; and
– we will have no liability for any aspect of the interaction between Subscribers and Customers;
– we may amend these Terms at any time, by providing written notice to you, and by clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may Terminate these Terms, noting that (to the maximum extent permitted by law) no refunds will be given for payments you have made to us on the Platform.
These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.
1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).
1.2 You must be at least 16 years old to use our Platform.
1.3 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account.
2.1 We provide the following services to you:
(a) access to our Platform; and
(b) access to our troubleshooting support in relation to the Platform (Support Services),
(collectively, our Services).
2.2 If you require Support Services, you may request these by getting in touch with us through our Platform.
2.3 You understand and agree that we only make available the Platform. We are not party to any agreement entered into between a Subscriber and Customer and we have no control over the conduct of Subscribers and Customers, the goods or services sold by any Subscriber, or any other users of the Platform.
2.4 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.
2.5 We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.
2.6 If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
3.1 You must sign up for an Account in order to access and use our Platform.
3.2 You acknowledge and agree that we have the right to access your Account.
3.3 While you have an Account with us, you agree to:
(a) keep your information up-to-date (and ensure it remains true, accurate and complete);
(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account.
3.4 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform) until such issues are resolved.
3.5 At our discretion, we may remove your access to your Account if your Account is not used for a period of more than 12 months. To reiterate what has been stated elsewhere in these Terms, we do not offer refunds, or cash conversions or withdrawals for digital tokens on the Platform, and this applies when your access to your Account ends, including when we remove your access to your Account due to inactivity.
4.1 Third Party Payment Provider: We use third party payment provider(s) to process payments between Customers, Subscribers and the Platform. Our third party payment provider may charge you additional fees, and these will be notified to you before you are charged any such fees. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
4.2 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf), including in respect of the Tokens used on the Platform.
4.3 eCommerce: The Platform facilitates the sale of goods and services between Subscribers and Customers.
4.4 Digital tokens: The Platform uses digital tokens pegged to your local currency to recognise and share value (Tokens). Customers can donate Tokens to charities and businesses or use them to purchase products and services through the eCommerce section of the Platform. Tokens cannot be converted back to cash by you at any time, whether due to termination of these Terms, the Platform ceasing to exist, or otherwise. To the maximum extent permitted by law, there will be no refunds, cash conversions or withdrawals for Tokens from the Platform. You understand and agree that we are not party to any agreement entered into between Subscribers and Customers and we have no control over the conduct of other Customers and Subscribers of the Platform.
4.5 Digital vouchers: Subscribers may issue digital vouchers to Customers and Customers may purchase digital vouchers from Subscribers, which Customers redeem with Subscribers for the purchase goods or services.
4.6 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any aspect of the interaction between Subscribers and Customers, including, but not limited to various types of financial interactions on the Platform between Subscribers and Customers, including the ordering and payment of goods and services, reward and promotion vouchers given by Subscribers to Customers for completing polls and surveys and providing feedback, the description of the goods and/or services requested or offered, any advice provided, the performance of any Subscriber’s services, supply and delivery of goods by a Subscriber, incorrect or delayed deliveries, verifying whether a Customer is legally permitted to receive the goods or services, or verifying whether Subscribers are permitted to sell their goods or services to particular countries.
4.7 You understand and agree that we are not party to any agreement (whether for the sale of goods or services or otherwise) entered into between Subscribers and Customers and we have no control over the conduct of other users of the Platform. Payments, refunds and charges between Subscribers and Customers are managed by our third party payment provider(s).
4.8 You are responsible for any taxes payable on any payments you make on the Platform.
4.9 Disputes between Subscribers and Customers: For disputes between Subscribers and Customers, we encourage these parties to attempt to resolve disputes (including claims for returns or refunds) with the other Party directly and in good faith on the Platform.
5.1 While you have an Account, we grant you a right to use our Platform (which may be suspended, restricted or revoked in accordance with these Terms).
5.2 You must not:
(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
(c) use or attempt to use credentials, passwords, tokens, keys, cookies, or other data to log into or otherwise access, add, delete or modify account information or account features of any other Customer’s or Subscriber’s account
(d) introduce any viruses or other malicious software code into our Platform;
(e) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
(f) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(g) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
(h) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party;
(i) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted;
(j) knowingly verify a fake, untruthful, or intentionally misleading profile as being real; or
(k) use the Platform in a manner intended to artificially amplify, suppress, or misrepresent any Subscriber’s business including your own.
Your breach of this clause 5.2 constitutes a material breach for the purposes of clause 11.1.
6.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance. We do not offer refunds or credits for downtime or scheduled maintenance.
6.2 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with your computing environment (for example, your hardware, software, information technology and telecommunications services and systems).
6.3 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
6.4 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
7.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
7.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
Your Data
7.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us a perpetual right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data. We may use Your Data (or disclose it to third party service providers) to:
(a) supply our Services to you, and otherwise perform our obligations under these Terms;
(b) diagnose problems with our Services;
(c) improve, develop and protect our Services;
(d) send you information we think may be of interest to you based on your marketing preferences;
(e) perform analytics for the purpose of remedying bugs or issues with our Platform; or
(f) perform our obligations under these Terms (as reasonably required).
7.4 We have the right, in our sole and absolute discretion, to:
(a) edit, redact, or otherwise change Your Data;
(b) re-categorise Your Data to place it in more appropriate locations on the Site; and
(c) pre-screen or delete Your Data at any time and for any reason, without notice. We have no obligation to monitor Your Data.
7.5 Subscribers may upload data to the Platform to share digital content and to create digital experiences with Customers. When a Customer has an experience with a Subscriber, the experience is saved as the Customer’s personal data (in their personal log and experience log). When Customers save the Subscriber’s digital content it is saved as the Customer’s personal data (in their personal log). Subscribers grant Customers a licence to use and share this data with other Customers through the Platform, and Customers may access this data for the duration of the Customer’s time on the Platform.
7.6 When you create or make available Your Data (which may include “contributions”) on the Platform, you represent and warrant that:
(a) Your Data does not and will not infringe intellectual property rights of any third party;
(b) you are the creator and owner of or have the necessary licences, rights, and permissions to use and to authorise us, and other users of the Platform to use Your Data in any manner contemplated by the Platform and these Terms;
(c) you have the written consent, release, and/or permission of any identifiable individual person in Your Data to use the name or likeness of any such identifiable individual person to enable inclusion and use of Your Data in any manner contemplated by the Platform and these Terms;
(d) Your Data is not false, inaccurate, or misleading;
(e) Your Data is not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
(f) Your Data does not contain nudity, is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);
(g) Your Data is not synthetic or manipulated content that is likely to cause harm;
(h) Your Data does not ridicule, mock, disparage, intimidate, or abuse anyone;
(i) Your Data is not used to harass or threaten any other person and to promote violence against a specific person or class of people;
(j) Your Data does not violate any applicable law, regulation, or rule;
(k) Your Data does not violate the privacy or publicity rights of any third party;
(l) Your Data does not violate any applicable law concerning child pornography, or law that is otherwise intended to protect the health or well-being of minors;
(m) Your Data does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and
(n) Your Data does not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.
Your breach of this clause 7.5 constitutes a material breach for the purposes of clause 11.1.
7.7 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur of various networks, and may be transferred unencrypted.
7.8 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
7.9 If you do not provide Your Data to us, it may impact your ability to receive our Services.
8.1 Confidential information: While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. Either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
8.2 Personal Information: We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at https://valued.biz/privacypolicy, and applicable privacy laws. You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent). We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
9.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.
9.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
9.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
10.1 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a) neither we or you are liable for any Consequential Loss;
(b) a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to $100.
11.1 Either party may terminate these Terms immediately if the other party materially breaches these Terms. In addition to this, we may immediately suspend or restrict access to your Account to investigate a potential material breach of these Terms.
11.2 Either party may terminate these Terms if the other party breaches these Terms and does not remedy that breach within 7 days.
11.3 Upon termination of these Terms:
(a) we do not offer refunds, cash conversions or withdrawals for digital Tokens from the Platform;
(b) we will retain Your Data (including copies) as required by law or regulatory requirements; and
(c) you will no longer have access to your Account. Your Account (including the data associated with your Account) will remain, however your Personal Information will be removed.
11.4 Termination of these Terms will not affect any other rights or liabilities that we or you may have.
12.1 To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.
12.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
12.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
12.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
12.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
12.6 You agree to comply with any applicable third-party terms when using our mobile application.
12.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
12.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
13.1 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute.
13.2 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
13.3 Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.
13.4 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
13.5 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
13.6 Reviews: You may leave reviews about Subscribers on the Platform. You are encouraged to be specific, truthful and factual in your reviews. If we or the Subscriber consider that your review is untrue, unfair, inaccurate, offensive or inappropriate, we or the Subscriber may delete the review’s text and images, so only the rating(s) remain.
13.7 Survival: Clauses 7 to 11 will survive the termination or expiry of these Terms.
13.8 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites.
14.1 In these Terms:
Account means an account accessible to the individual who signed up to our Services.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Platform means our cloud-based platform, which incorporates websites and web applications available at https://valued.biz and https://valued.network and the Valued mobile applications available from the App and Play Stores.
Services means the services we provide to you, as detailed in clause 2.1.
Your Data means the content, information, text, writings, video, audio, photographs, graphics, comments, suggestions, materials, logos, documents, poll responses, surveys, usage data, internal chat messaging, reviews, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data includes information you share on the Platform when you chat, contribute to, or participate in blogs, message boards, online forums. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.