Terms and conditions of use

Last updated: 23 August 2021

1. Overview

1.1. Joinin is a web-based software platform to power online events, with full tele-conference, video-conference and broadcasting capabilities.

1.2. The Service enables users to hold and participate in virtual events, seminars and meetings.

1.3. Users of the Service are able to initiate one on one meetings, group conferences, screen share, and store recordings of such if required.

1.4. The Service is operated and licensed by Crowd Convergence Pty Ltd ACN 160 173 142 trading as Joinin Live (“Joinin”).

2. Definitions and Interpretation

2.1. Definitions

The following definitions will apply in this agreement, and any reference to the singular includes a reference to the plural and vice versa.

Account means an account specific to the Customer within the Platform that the Customer utilises to administer the Services.

Attendee means an individual who attends an event arranged by or on behalf of the Customer on the Platform at the invitation of the Customer.

Authorised Users means those Attendees, employees, agents and independent contractors of the Customer who are authorised by the Customer to access and use the Services, the Platform and the Documentation.

Business Day means any day other than a Saturday, Sunday, public or bank holiday in Sydney, Australia.

Commencement Date means the date in which a Customer creates an Account.

Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 15.5 or clause 15.6.

Customer means the organisation referred to in the Order which is purchasing the Services referred to in the Order.

Customer Data means the data inputted or uploaded on the Platform by the Customer or the Authorised Users in connection with the use of the Services.

Data Protection Legislation means the General Data Protection Regulation, Regulation (EU) 2016/679 and any legislation and/or regulation implementing or made pursuant to it or which amends or replaces any of them, as it applies to the EEA.

Documentation means any documentation, including the website of Joinin, made available to the Customer by Joinin which sets out a description of the Services and/or the Platform and the user instructions for use of the Services and/or the Platform.

EEA means the European Economic Area.

Event means any use of the Services for their designated purpose, including virtual events, seminars and meetings.

Fees means the fees payable by the Customer per Month to Joinin for the Services.

Further Term(s) means the further period(s) of one (1) Month following the expiry of the Initial Term (or Further Term as the case may be).

Initial Term means the period of one (1) Month from the Start Date.

Intellectual Property Rights patents, utility models, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Licence means the non-exclusive, non-transferrable licence to permit the Authorised Users to access and use the Services, the Platform and the Documentation for the Term.

Month means a calendar month.

Notified Email Address means the Customer’s primary email address as noted and updated from time to time in the Account.

Plan means the plans defining usage of the Services and as provided on the website of Joinin from time to time.

Platform means the Joinin infrastructure and cloud computing platform and runtime environment, as described in the Documentation, that provides the Services.

Privacy Act the Privacy Act 1988 (Cth).

Order means either:

(a) online subscription process by which the Customer agrees to subscribe to the Services for a Fee and creates an Account; or

(b) the quote from Joinin which is approved by the Customer and an Account is created for the Customer.

Services means all of the Joinin web-based applications, tools and Platform that Joinin make available to the Customer during the Term.

Start Date means either:

(a) for the Initial Term, the earlier of:

(i) the date on which the Order is approved by the Customer; or

(ii) the date on which Joinin facilitates an upgrade to a paid Plan for a Customer after any free trial period; or

(b) for a Further Term, the date on which the Term is automatically renewed, and a Further Term continues.

Term means the Initial Term and/or any Further Terms, as the case may be.

2.2. Interpretation

In this document, except where the context otherwise requires:

(a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this document, and a reference to this document includes any schedule or annexure;

(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e) a reference to A$, $A, dollar, or $ is to Australian currency;

(f) a reference to time is to New South Wales, Australia time;

(g) a reference to a party is to a party to this document, and a reference to a party to a document includes the party’s executors, administrators, successors permitted assigns persons substituted by novation;

(h) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(i) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(j) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(k) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(l) any agreement, representation, warranty or indemnity in favour or two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally); and

(m) neither this agreement or any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for its drafting.

3. Use of Service

3.1. To use the Services, you must create an Account with Joinin. By creating an Account, the Customer agrees to be bound by this agreement.

3.2. Joinin offers the Service, including access to the Platform and Documentation conditional upon the Customer’s acceptance of this agreement.

3.3. Joinin reserves the right to update, change or replace any part of this agreement by posting updates and/or changes to the Joinin website. It is the responsibility of the Customer to check the Joinin webpage periodically for changes. The Customer’s continued use of or access to the Services, Platform and Documentation following the posting of any changes will constitute acceptance of those changes.

3.4. In using the Services, the Customer warrants that it has the right to upload or display all Customer Data to the Service and are compliant with all laws pertaining to the Customer Data, including, laws requiring the Customer to obtain the consent of third parties to use the Customer Data and provide notices of such rights.

3.5. Joinin reserves the right to disable and/or delete the Account of the Customer where the Customer does not initiate an Event within 6 months of the last Event being initiated.

4. Grant of Licence

4.1. Subject to the terms of this agreement, Joinin will grant the Customer a non-exclusive, non-transferrable Licence to permit the Authorised Users to access and use the Services, the Platform and the Documentation.

4.2. Subject to the terms of this agreement, the Licence will commence on the Commencement Date and will continue for the Term.

4.3. On the expiry of the Initial Term, the Licence will continue to automatically renew for a Further Term, until:

(a) the Customer deletes or otherwise disables its Account in accordance with the procedures provided on the Platform; or

(b) the Account of the Customer is otherwise disabled or deleted by Joinin in accordance with these Terms.

5. User Rights

5.1. By maintaining an Account, the Customer or each of its Authorised Users may during the Term and in their discretion, initiate any number of Events, subject to clause 6 of this agreement.

5.2. In relation to the Authorised Users, the Customer undertakes that:

(a) each Authorised User shall keep a secure password for their use of the Services, their access to and use of the Platform and the Documentation and that each Authorised User shall keep their password confidential;

(b) it shall permit Joinin or its designated auditor to audit the Services in order to establish the name and password of each Authorised User to check compliance with this agreement; and

(c) if any of the audits referred to in clause 5.2(b) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the other rights of Joinin, Joinin or the Customer shall promptly disable such passwords.

5.3. The Customer shall not and shall ensure that the Authorised Users shall not access, store, distribute or transmit any material during the course of its or their use of the Services and the Platform that, in the absolute discretion of Joinin:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) is in breach of any third party Intellectual Property Rights;

(e) is discriminatory based on race, gender, colour, religious belief; sexual orientation; disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and Joinin reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s and the Authorised User’s access to:

(g) the Services, including while the Services are in use, where this clause has been breached; or

(h) any material that breaches the provisions of this clause.

Nothing in this clause places a positive obligation on Joinin to monitor the Customer Data and/or other content uploaded or provided in the Services.

5.4. The Customer shall not and shall ensure that its Authorised Users shall not:

(a) except as may be allowed by any applicable law which is not capable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or the Documentation in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or;

(b) access all or any part of the Services, the Platform and the Documentation in order to build a product or service which competes with the Services, the Platform and/or the Documentation;

(c) except to the extent the Services expressly provide, use the Services, the Platform and/or Documentation to provide services to third parties;

(d) subject to clause 4.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Platform and/or the Documentation available to any third party except the Authorised Users;

(e) attempt to obtain, or assist third parties in obtaining, access to the Services, the Platform and/or the Documentation, other than as provided under this clause 5; or

(f) introduce or permit the introduction of, any virus into the Joinin network and information systems including the Platform.

5.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Joinin.

5.6. The rights provided under this clause 5 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

6. Fair Use

6.1. Use by the Customer of the Services, Platform or the Documentation is subject to fair use. If the Customer’s aggregate usage is higher than 95% of other Customers in any Month, Joinin may, in its discretion:

(a) require the Customer upgrade to a more suitable Plan; or

(b) terminate your Account in accordance with clause 17 of this agreement.

7. Services

Joinin shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the provisions of the agreement.

8. Customer Data

8.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8.2. In the event of any loss or damage to Customer Data caused by Joinin, the Customer's sole and exclusive remedy against Joinin shall be for Joinin to use reasonable commercial endeavours to restore the lost or damaged Customer Data.

8.3. Joinin shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Customer, Authorised Users and/or any third party. If any loss or damage to Customer Data is caused by the Customer, any of its Authorised Users or any of its employees, agents or contractors then Joinin may charge the Customer for the reasonable costs of restoring the Customer Data, such costs to be agreed between Joinin and the Customer in advance.

8.4. Both parties will comply with all applicable requirements of the Privacy Act. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Privacy Act.

9. Data Protection Legislation

9.1. The Customer acknowledges that Joinin will collect personal information in providing the Services and Authorised Users accessing the Platform and all personal information will be handled in accordance with the Privacy Policy of Joinin as published from time to time at https://www.crowdconvergence.com/privacy-policy

9.2. Each party agrees to notify the other if it becomes aware of a breach or possible breach of any obligations required by either party in accordance with the laws of Australia (“Privacy Laws”), and to co-operate with the other to assist in meeting any notification obligations under the Privacy Laws.

9.3. Where the Customer collects Personal Information from a citizen of the EEA and that citizen is subject the Data Protection Legislation (“GDPR Data”), then the Customer must in all respects comply with the Data Protection Legislation, including:

(a) the Joinin data protection addendum, by signing and returning it to Joinin;

(b) acknowledging that the Customer is the ‘controller’ of the GDPR Data for the purposes of the Data Protection Legislation;

(d) if the Customer collects GDPR Data of a person under the age of 16 years (“Minor”), the Customer must ensure it obtains the express consent of the parent or guardian to the Minor to the collection, storage and process of the GDPR Data of the Minor;

(e) the Customer obtaining the express consent for the GDPR Data to be transferred outside of the European Economic Union to Australia;

(f) the Customer obtaining express consent for the GDPR Data to be lawfully used, processed and transferred in accordance with this agreement; and

(g) where ‘special categories of data’ are collected by the Customer, implementing sufficient security controls and technological measures to handle and deal with that data in accordance with the Data Protection Legislation.

9.4. If a third party alleges an infringement of its personal information under the Privacy Laws and/or the Data Protection Legislation, Joinin may take measures necessary to prevent the infringement of a third party’s rights from continuing.

9.5. The Customer warrants to Joinin that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of the personal data to Joinin for the Term so that Joinin may lawfully use, process and transfer the personal data in order to provide the Services to the Customer.

10. Joinin Obligations

10.1. Joinin undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care and that the Platform will function substantially in accordance with the Documentation.

10.2. Joinin:

(a) does not warrant that the Customer’s use of the Services or of the Platform will be uninterrupted or error-free, or that the Services, the Platform, the Documentation and/or the information or functionality obtained by the Customer through the Services will meet the Customer’s requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services, the Platform and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

10.3. This agreement does not prevent Joinin from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

11. Customer Obligations

11.1. The Customer shall:

(a) provide Joinin with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by Joinin;

in order to provide the Services, including but not limited to the Customer Data, security access information and configuration services;

(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Joinin may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services, the Platform and the Documentation in accordance with this agreement and shall be responsible for any Authorised User’s breach of this agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Joinin, its contractors and agents to perform their obligations under this agreement, including, without limitation the Services;

(f) obtain and shall maintain all necessary licences, consents and permissions necessary for the Customer to display and use any Intellectual Property Rights via the Platform;

(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Joinin data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet; and

(h) be solely responsible for the management and maintenance of the Account, any use of the Services as a result of Authorised Users or non-authorised users accessing the Account and/or Services and incurring fees and charges.

12. Charges and Payment

12.1. For the Licence to use the Services, the Platform and the Documentation, the Customer will pay the Fees to Joinin on the Start Date of the Initial Term or the Further Term, as the case may be.

12.2. The Customer irrevocably authorises Joinin to charge the credit card noted in the Account for all Fees. The Fees will be debited from the credit card provided in the Account within two (2) days of the Start Date for the Initial Term or Further Term, as the case may be. The Customer authorises Joinin to use a third party to process payments and the Customer consents to the disclosure of the Customer’s payment information to such third party.

12.3. If Joinin has not received a payment due to it under this agreement by its due date, then, without prejudice to any other rights and remedies of Joinin:

(a) Joinin may, without liability to the Customer, disable the Account and the Customer’s and the Authorised Users’ passwords, and access to all or part of the Services and the Platform and Joinin shall be under no obligation to provide any or all of the Services or the Platform while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at a monthly rate of 1.5% commencing on the due date and continuing until fully paid, whether before or after judgment.

12.4. All amounts and fees stated or referred to in this agreement are:

(a) if the Customer is domiciled in Australia:

(i) payable in Australian dollars; and

(ii) are non-cancellable and non-refundable.

(b) if the Customer is domiciled in any other jurisdiction:

(i) payable in United States dollars; and

(ii) non-cancellable and non-refundable.

13. Taxes

13.1 The Fees under this Agreement exclude any taxes or duties payable in respect of the Services, the Platform, and the Documentation. The Customer must pay Joinin the amount of any taxes or duties due in addition to the Fees owed under this Agreement.

13.2 If the Customer has obtained an exemption from relevant taxes or duties as of the time such taxes are levied or assessed, the Customer may provide Joinin with such exemption information and Joinin will use reasonable efforts to provide the Customer with invoicing documents designed to enable the Customer to obtain a full refund or credit from the relevant revenue authority.

14. Proprietary Rights

14.1. The Customer acknowledges and agrees that Joinin and/or its licensors own all Intellectual Property Rights in the Services, the Platform and the Documentation including, in the product of any development and/or integration work that Joinin may carry out for the Customer. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Platform, the Documentation or of the product of any development and/or integration work that Joinin may carry out for the Customer.

14.2. Joinin confirms that it has all the rights in relation to the Services, the Platform and the Documentation that are necessary to grant all the rights it purports to grant under this agreement.

14.3. The Customer grants to Joinin a licence and the right to add the Customer’s name and company logo to its customer list and website. The Customer can opt-out of this use by providing notice to Joinin in accordance with this agreement.

15. Confidentiality

15.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

15.2. Subject to clause 15.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

15.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of the provisions of this agreement.

15.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

15.5. The Customer acknowledges that details of the Services, the Platform and the Documentation constitute Joinin’ Confidential Information.

15.6. Joinin acknowledges that the Customer Data is the Confidential Information of the Customer.

15.7. Joinin may anonymously compile statistical information related to the performance of the Services for the purposes of improving the Platform and Services, provided that such information does not identify any Attendee.

15.8. The above provisions of this clause 15 shall survive termination of this agreement.

16. Limitation of Liability

16.1. Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services, the Platform and the Documentation by the Customer, and for conclusions drawn from such use. Joinin shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Joinin by the Customer in connection with the Services, or any actions taken by Joinin at the Customer’s direction;

(b) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

16.2. In no case shall Joinin, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from the Customer’s use of any of the Service or for any other claim related in any way to the Customer’s use of the Service including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service posted, transmitted, or otherwise made available via the Service.

16.3. Joinin may from time to time, remove the Service for indefinite periods of time or discontinue the Service or any part thereof, at any time, without notice to the Customer.

16.4. Nothing in this agreement is intended to exclude, restrict or modify the rights which the Customer may have under Schedule 2 to the Competition and Consumer Act 2010 (Cth) (the “Australian Consumer Law”). If you are a Consumer, as defined in Section 3 of the Australian Consumer Law (“Consumer”), Joinin acknowledges that the Consumer Guarantees in Division 1 of Part 3-2 of the Australian Consumer Law will apply to the supply of goods or services (or both) under this agreement. The liability of Joinin for a breach of a Consumer Guarantee is governed by clause 16.5 of this agreement.

16.5. Where the Customer is a Consumer, the liability of Joinin for a breach of a Consumer Guarantee is limited to (at the election of Joinin):

(a) In the case of a supply of goods:

(i) replacing the goods or supplying equivalent goods;

(ii) repairing the goods;

(iii) paying the cost of replacing the goods or acquiring equivalent goods; or

(iv) paying the cost of having the goods repaired; and

(b) In the case of a supply of services:

(i) resupplying the services; or

(ii) paying the cost of having the services supplied again.

16.6. If the Consumer Guarantees apply, the liability of Joinin is limited in accordance with clause 16.5 of this agreement. In all other respects and to the maximum extent permitted by law:

(a) In no event shall Joinin, its processors, service providers, suppliers, or licensors (or its or their respective subsidiaries, affiliates, agents, directors or employees) (collectively, the “Excluded Parties”) be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, or for any damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, inability to use or unavailability of the Services, except to the extent arising from fraud or wilful misconduct of Joinin or its directors or officers. In all cases, the Excluded Parties will not be liable for any loss or damage that is not reasonably foreseeable.

(b) Under no circumstances will the Excluded Parties be responsible for any damage, loss, or injury resulting from hacking, tampering or other unauthorised access or use of the Services or the Customer Account, or the information contained therein, except to the extent arising from fraud or wilful misconduct of Joinin or its directors or officers.

(c) In no event shall the Excluded Parties be liable to the Customer for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the greater of:

(i) the amount of fees earned by Joinin in connection with your use of the Services during the last month period immediately preceding the event giving rise to the claim for liability; and

(ii) $1,000.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if the Excluded Parties have been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by applicable law.

17. Term and Termination

17.1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect on notice to the other party. The Customer may also terminate this agreement by deleting its Account.

17.2. On termination of this agreement for any reason:

(a) all licences granted under this agreement, including the Licence and other than the licence granted under clause 14.3, shall immediately terminate and the Customer shall and shall procure that the Authorised Users shall immediately cease all access and use of the Services, the Platform and the Documentation;

(b) the Customer shall and shall procure that the Authorised Users shall immediately and permanently erase any software made available or supplied by Joinin to the Customer;

(c) each party shall return and make no further use of any equipment (if any), property, Documentation and other items (and all copies of them) belonging to the other party;

(d) Joinin may destroy or otherwise dispose of any of the Customer Data in its possession; and

(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination shall not be affected or prejudiced.

18. Force Majeure

18.1. Joinin shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including epidemic, pandemic, strikes, lock-outs or other industrial disputes (whether involving the workforce of Joinin or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

19. Variation

19.1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. Waiver

20.1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Severance

21.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

21.2. If any provision or part-provision of this agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. Entire Agreement

22.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22.2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

22.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

23. Assignment

23.1. The Customer shall not, without the prior written consent of Joinin assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

23.2. Joinin may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

24. Indemnification

24.1. By using the Services, the Customer agrees to indemnify Joinin from and against all actions, claims, suits, demands, damages, liabilities, costs or expenses (whether in tort or in contract including and without limitation, negligence) arising out of or in any way connected to:

(a) the use of the Service;

(b) the Customer Data; and

24.2. The Customer agrees to indemnify, defend and hold harmless Joinin and all affiliates, providers, and employees from any claim or demand, arising out of the Customer’s breach of this agreement or your violation of any law.

24.3. In accordance with the above, under no circumstances will Joinin be liable in any way for any Intellectual Property Rights that is:

(a) transmitted or viewed while using the Services;

(b) errors or omissions in the content viewed; and

(c) any loss or damage which may arise as a result of the use, access to or denial of access through the Services and/or Platform.

25. Representations and Warranties

The Customer represents and warrants to Joinin that:

(a) if the Customer is an individual, the Customer is at least eighteen (18) years of age;

(b) it is eligible to register and use the Services and has the right, power, and ability to enter into and perform this agreement;

(d) any information the Customer provides in connection with the Services, including its business name and any ACN, ABN or other identifier it provides for its business, accurately and truthfully represents its business or, as applicable, personal identity under which it sells goods and services;

(e) it and all transactions initiated by it, will comply with all Commonwealth, state, territory, and local laws, rules, and regulations applicable to the Customer and/or the Customer’s business, including any applicable tax or employment laws or regulations;

(f) it will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and

(g) its use of the Services will be in compliance with this agreement.

26. Notices

26.1. Any notice under this agreement must be in writing and:

(a) given to Joinin at: support@joinin.live; or

(b) given to the Customer at the Notified Email Address.

26.2. Any notice given under clause 26.1 will be deemed as served on the Business Day after successful transmission from the server of the sender.

26.3. The parties agree that all agreements, notices, disclosures and other communications that are provided electronically, satisfy any legal requirement that such communications be in writing, including for the purposes of clause 26.1.

27. Taxes

27.1. The Fees and any other fees under this agreement exclude any taxes or duties payable in respect of the Services. To the extent that any such taxes or duties are payable by Joinin, then the Customer must pay to Joinin the amount of such taxes or duties in addition to any Fees or other fees owed under this agreement.

28. Dispute Resolution

28.1. (Informal resolution): In the event that a dispute shall arise between the parties in respect of this agreement, then the parties agree to use their best endeavours to resolve such dispute within a period of 60 days from the time any party gives to the other party notice in writing of the dispute. All negotiations pursuant to this clause will be confidential and treated as a compromise and settlement negotiations for the purposes of all rules and codes of evidence of applicable legislation.

28.2. (Arbitration):

(a) Where a dispute is not resolved in accordance with clause 28.1 (“Unresolved Dispute”), then a dispute shall be referred to and finally resolved either by the Courts of the State of New South Wales, Australia or by arbitration administered by the Resolution Institute in Australia in the sole discretion of Joinin, provided if any Unresolved Dispute is commenced by the Customer, the Customer shall give Joinin not less than 14 days’ notice in writing of its intention to commence proceedings, and Joinin must exercise its election in writing within 14 days of receiving that notice.

(b) Any arbitration commenced at the Resolution Institute in Australia shall be conducted under the Arbitration Rules of the Resolution Institute in force when the Unresolved Dispute is submitted to the Resolution Institute. The substantive law to be applied in the arbitration shall be the law of New South Wales, Australia. There shall be one arbitrator, the language of the arbitration shall be English and the place of the arbitration shall be the city of Sydney in the State of New South Wales, Australia.

29. Governing Law

29.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of New South Wales, Australia.

29.2. Each party irrevocably agrees that the courts of New South Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).