Welcome to Valued! We provide a platform (which includes a mobile application, content management system, websites (valued.biz and valued.network) (Platform) which connects businesses and charities (Subscribers) and people who use the Platform (Customers) and our purpose is to empower people through digital freedom, data privacy and shared value. These Terms apply to Subscribers; we have different terms (available on our platform) for our Customers.
In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). 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 Subscriber. 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 license to Your Data in order for us to supply the Platform;
– we will handle your personal information in accordance with our privacy policy, available at https://valued.biz/privacy-policy;
– subject to your Consumer Law Rights:
– you may convert digital Tokens into your local currency subject to Platform limits and conditions. We will transfer digital Token converted amounts to your bank account in local currency less any third party payment processing fees and charges. We reserve the right to suspend the conversion of digital Tokens.
– we will have no liability for any aspect of the interaction between Subscribers and Customers, including goods and or/services offered by Subscribers;
– at the end of your Subscription Period, your Subscription will automatically renew for the same Subscription Period unless you cancel your Subscription prior to the renewal date; and
– 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 cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription and have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.
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 cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us.
1.4 If your Subscription is cancelled you will no longer be able to access the full functionality of our Services (including our Platform) on and from the date of cancellation (however we may allow you to access your profile to maintain your profile details).
1.5 If your Subscription is cancelled by us, or by you in accordance with clause 1.3 or clause 4.11(b) and if you have paid the yearly Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.
2.1 We provide the following services to you:
(a) access to our Platform; and
(b) access to our troubleshooting support (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 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
2.4 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 Customer, or any other users of the Platform.
2.5 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.
2.6 We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.
2.7 Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
2.8 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide.
3.1 You must sign up for an Account in order to access and use our Platform. We have the right to refuse to create an Account for certain types of Subscribers, to disallow certain Subscribers from offering their services, and to remove certain types of Subscribers from the Platform, including those in the adult sex industry, political parties and religious organisations.
3.2 You acknowledge and agree that we have the right to access your Account.
3.3 You may invite Authorised Users (Delegates) to access and use our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users you can have will be set out in your Account or on our Platform.
3.4 While you have an Account with us, you agree to (and to ensure your Authorised Users 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 or any logins linked to your Account.
3.5 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). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end (subject to us allowing you access to your profile to maintain business profile details).
4.1 Once you have created your Account, you must choose a Subscription.
4.2 The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s tiers, number of interactions, features and limitations, Subscription Fees and Subscription Periods.
4.3 You may choose to purchase additional features on the Platform, including events or other products or services, the fees for which are set out on the Platform.
4.4 Your Subscription will include a permitted number of interactions per month. Interactions do not roll over, cannot be carried forward, and you may not use future months’ allotted interactions in the present month. If you exceed the monthly interaction allowance, or if you otherwise exceed the inclusions of your Subscription tier, the Platform will alert you and you will be charged an additional fee (as set out on the Platform).
4.5 During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).
4.6 We do not offer credits for unused portions of your Subscription and these will not roll-over from one month to the next.
4.7 Your Subscription can be upgraded or downgraded at any time through your Account. Any upgrades to your Subscription will take effect immediately (and you will be charged the difference between your current Subscription and your new Subscription on a pro-rata basis). Any downgrades to your Subscription will take effect from the beginning of the next Billing Cycle.
4.8 You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform.
4.9 You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
4.10 Third Party Payment Provider: We use a third party payment provider to process subscription payments, and payments between users of 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.
4.11 Cancellation:
(a) Monthly Subscription: At the end of each monthly Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed for recurring monthly periods (each of which will be considered a Subscription Period). If you wish to cancel your Subscription, you may do so through your Account prior to the next auto-renewal. Your cancellation will take effect at the end of your current Subscription Period, and your Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends).
(b) Yearly Subscription: If you are on a yearly Subscription, we will notify you at least 30 days prior to the next Subscription Period that your Subscription will automatically renew for another year (each of which will be considered a Subscription Period). You may cancel your yearly Subscription via the Platform prior to the renewal. If your yearly Subscription renews, you may cancel via the Platform within 30 days after the renewal, and you may email legal@valuedbusiness.com to request a refund of the unused balance of your Subscription Fees. To avoid doubt, to the maximum extent permitted by law, we do not offer refunds of yearly Subscription Fees where you cancel after 30 days of the renewal.
4.12 Late Payments: If any fees are not paid on time, we may:
(a) suspend your access our Services (including access to our Platform); and
(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
4.13 Trial Periods: When you first sign up for an Account, we may offer you the option to try a Subscription out for free, for the period of time set out in our offer. At the end of this free trial, you will begin to be charged the Subscription Fees for your chosen Subscription.
4.14 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.
5.1 The Platform facilitates the sale of goods and services between Subscribers and Customers.
5.2 Digital tokens: The Platform uses digital tokens pegged to your local currency to recognise and share value (Tokens). You may purchase Tokens which will be credited to your Subscriber Token Account. You may reward or pay Customers with Tokens, subject to the limits and conditions set by the Platform. Customers can donate Tokens to charities or use them to purchase products and services from Subscribers. You may convert Tokens back into your local currency subject to Platform limits and conditions.
5.3 Digital vouchers: You may issue digital vouchers to Customers, which Customers may use to purchase goods or services from you.
5.4 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 the goods and/or services offered by Subscribers, 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.
5.5 Where you offer delivery of goods, the Platform has the functionality for you to add delivery fees. You must ensure that these delivery fees are correctly calculated, including taxes, and we are not responsible for any miscalculations or errors in delivery fees.
5.6 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.
5.7 As a Subscriber, you are responsible for complying with all laws, rules and regulations which apply to providing the goods and/or services you sell via the Platform, and that you are appropriately qualified, and have any required skills, knowledge or training, to provide your goods and/or services.
5.8 You are responsible for checking the tax calculations for any taxes payable on any fees you receive for your goods and/or services and for ensuring you setup the system for collecting tax domestically and internationally. You are responsible for seeking your own independent tax advice. We are not responsible for tax calculations or setup.
5.9 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.
6.1 While you have an Account, we grant you and your Authorised Users and Delegates a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).
6.2 You must not (and you must ensure that your Authorised Users and Delegates do 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) introduce any viruses or other malicious software code into our Platform;
(d) 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;
(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(f) 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;
(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
(h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
7.1 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.
7.2 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.
7.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
8.1 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.
8.2 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
8.3 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 your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), 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).
8.4 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.
8.5 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 their 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.
8.6 When you create or make available Your Data (which may include “contributions”) on the Platform, or otherwise share any content or data (including third party sites, platform, or content) you represent and warrant that:
(a) the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of 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, Customers, 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 or any third party content that you share via the Platform does not contain nudity, is not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us);
(g) Your Data does not ridicule, mock, disparage, intimidate, or abuse anyone;
(h) Your Data is not used to harass or threaten any other person and to promote violence against a specific person or class of people;
(i) Your Data does not violate any applicable law, regulation, or rule;
(j) Your Data does not violate the privacy or publicity rights of any third party;
(k) 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;
(l) Your Data does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and
(m) Your Data does not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.
We may remove any of Your Data that breaches this clause 8.4, and your breach of this clause 8.4 constitutes a material breach for the purposes of clause 12.1.
8.7 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.
8.8 You are responsible for (meaning we are not liable for):
(a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
(b) backing up Your Data.
8.9 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.
9.1 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. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
9.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
9.3 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/privacy-policy, and applicable privacy laws.
9.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
9.5 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).
10.1 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.
10.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
10.3 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)).
11.1 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:
(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
(b) any use of our Services by a person or entity other than you or your Authorised Users.
11.2 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 the amount of any Subscription Fees paid by you to us in the twelve months preceding the Liability.
12.1 We may terminate these Terms (meaning your Subscription will be cancelled, however we may allow you to access your profile to maintain business profile details) if:
(a) you fail to pay your Subscription Fees when they are due;
(b) you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
(c) you or your Authorised Users breach these Terms and that breach cannot be remedied; or
(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
12.2 You may terminate these Terms if:
(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
(b) we breach these Terms and that breach cannot be remedied, and
if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
12.3 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 14.9), and termination will take effect at the end of your current Subscription Period (noting that, to the maximum extent permitted by law, no refunds will be given).
12.4 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
12.5 Termination of these Terms will not affect any other rights or liabilities that we or you may have.
Notifications
13.1 We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (Notification). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright, you should consider first contacting a lawyer.
13.2 All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Platform are covered by the Notification, a representative list of such works on the Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorised to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
Counter Notification
13.3 If you believe your own copyrighted material has been removed from the Platform as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (Counter Notification). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.
13.4 If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Valued Business Group Pty Limited ABN 58 630 071 411
Attn: Copyright Agent
Level 1
56 Clarence Street
Sydney, New South Wales 2000
Australia
legal@valuedbusiness.com
14.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
14.2 Content: We allow Subscribers to display their marketing content and other information in certain areas of the Platform (Content). You shall take full responsibility for any Content you place on the Platform and any services provided on the Platform or products sold. Further, you warrant and represent that you possess all rights and authority to place the Content on the Platform, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. You agree that such Content is subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described above, and you understand and agree there will be no refund or other compensation for DMCA takedown-related issues. We simply provide the space to place such advertisements, and we have no other relationship with advertisers. You acknowledge and agree that the warranties in clause 8.5 apply to the Content.
14.3 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. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If the Dispute is not resolved at that initial meeting:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
14.4 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.
14.5 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.
14.6 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.
14.7 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.
14.8 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
14.9 Notices: Any notice you send to us must be sent to legal@valuedbusiness.com. Any notice we send to you will be sent to the email address registered against your Account.
14.10 Publicity: You agree that, subject to your prior written consent, we may advertise or publicise the fact you are a Customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
14.11 Reviews: Customers may leave reviews about you on the Platform. You may respond to reviews, and you are encouraged to be specific, truthful and factual in your responses. If we consider that your response is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the response.
14.12 Survival: Clauses 8 to 12 will survive the termination or expiry of these Terms.
14.13 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. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.
15.1 In these Terms:
Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.
Authorised User means a user that you have invited to use the Platform through your Account, and includes Delegates.
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”.
Delegate means your users who have been delegated system access to use our content management system.
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.
Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.
Subscription Fees means the fees you pay to us to access your chosen Subscription.
Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).
Your Data means the content, information, text, writings, video, audio, photographs, graphics, comments, suggestions, materials, logos, documents, polls, surveys, usage data, internal chat messaging, reviews, qualifications and other intellectual property or data supplied by you and your Authorised Users 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.