Terms and Conditions

INTRODUCTION

The Company provides the ClicChat private communication service, consisting of an online chat service and printed connection cards displaying a unique access code. Use of ClicChat is subject to these Terms of Service.

DEFINITIONS

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a) ABN means Australian Business Number.
(b) Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
(c) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
(d) Card means a printed card that displays a Code for accessing the Subscriber’s Profile.
(e) ClicChat means the ClicChat system consisting of:
i A Card printing service;
ii The ClicChat digital platform accessible from http://clic.chat;
iii Any ClicChat mobile application.

(f) Code means a unique code that will allow a Recipient to access the Subscriber’s Profile when entered into the Site.
(g) Company means ClicChat Pty Ltd ABN 78 628 835 165.
(h) Corporations Act means the Corporations Act 2001 (Cth).
(i) Fee means a fee charged by the Company for use of ClicChat.
(j) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(k) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
(l) Privacy Act means the Privacy Act 1988 (Cth).
(m) Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found
at http://clic.chat/privacy.
(n) Profile means a Subscriber’s personal profile accessible via ClicChat.
(o) Recipient means a person that has received a Card and is not the Subscriber..
(p) Site means the ClicChat website accessible at http://clic.chat.
(q) Subscriber means a registered user of ClicChat, that uses the features associated with a Subscriber account.
(r) Subscription Fee means a Fee charged by the Company for use of ClicChat on a periodical basis.

(s) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(t) Terms of Service means the terms and conditions of using ClicChat, as updated from time-to-time,
which can be found at http://clic.chat/terms.
(u) TPS means an online third-party service provider with whom a User holds an account.
(v) User means any registered Subscriber or Recipient that uses ClicChat.
(w) User Content means images, information, documents or other data that is uploaded or input into ClicChat by the User, or that forms part of the User’s Intellectual Property.

1 USING CLICCHAT

1.1 General

(a) T o use ClicChat:
i The Subscriber must log into ClicChat and have set up their account; and
ii The Recipient must enter a Code given to them by a Subscriber into the Site and provide a valid email address. to see full Profile.

(b) The User agrees that all use of ClicChat is subject to these Terms of Service.

(c) Only persons over the age of 18 may use ClicChat.

(d) The Subscriber shall be responsible for paying the Fees for using ClicChat.

(e) The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.

1.2 Features

(a) ClicChat may allow a Subscriber to:

i Create and manage a Profile;

ii Receive Cards with unique Codes for accessing their Profile;

iii Chat with Recipients of the Subscriber’s Card;

iv Block Recipients;

v Use such other features as the Company may make available via ClicChat from time-to- time.

(b) ClicChat may allow a Recipient to:

i Enter a Code into the Site to start chatting with a Subscriber;

ii Use such other features as the Company may make available via ClicChat from time-to- time.

1.3 Profiles and Images. The Subscriber must ensure that all information about the Subscriber included on a Profile is accurate, including that each image is a current and accurate representation of the Subscriber.

1.4 User Content
The User understands and agrees that:
(a) User Content is the sole responsibility of the person that provided the User Content to ClicChat.
(b) User Content that is offensive, indecent or objectionable must not be shared via ClicChat. The Company may remove User Content that the Company determines is offensive, indecent or objectionable in its sole discretion. Despite this, the User acknowledges that the User may be exposed to User Content that may be offensive, indecent or objectionable.
(c) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
(d) The User must not infringe any third-party Intellectual Property Rights by sharing User Content on ClicChat.

1.5 Verification
(a) The Company may require the User to verify their identity by providing (without limitation) their email address, telephone, residential or business address, social media, referrals, references and/or formal photographic identification. The User agrees to provide the Company with all necessary verifications required to provide access to ClicChat.
(b) The Company may restrict access or suspend an account of any User that uses a profile picture of anyone other than themselves.

1.6 Character.
(a) The Company does not carry out background or criminal checks on Users prior to providing
access to ClicChat.
(b) The Company makes no warranty as to the character of any User of ClicChat, and shall not be liable to any User for the conduct of any other user, whether via ClicChat or not (including a personal meeting).

1.7 Limitations on Use
The Company may limit or restrict access to ClicChat from time-to-time on any basis as it sees fit,
including (but not limited to):
(a) Location. The Company may restrict access to ClicChat from any location;
(b) Certification. The Company may restrict access to ClicChat where it cannot, in its absolute discretion, verify the user’s identity.
(c) Explicit Material. The Company may restrict access to ClicChat or remove an account if a user shares any explicit or sexually suggestive content via ClicChat, whether written or visual. The Company may also remove such explicit or sexually suggestive material.
(d) Illegal Substances. The Company may restrict access to ClicChat or remove an account if a user seeks to either sell or purchase any illegal substances via ClicChat.

1.8 Cards
(a) Subscribers can purchase their initial cards as part of an introductory offer at $15 for 5 cards.
(b) Thereafter cards will be purchased at the following prices: 5 cards $25, 10 cards $40 and 20 cards $60.
(c) The User must provide the Company with accurate shipping information.
(d) The User agrees to take on the risk of loss or damage of the Cards, when the Cards reach the
delivery address.
(e) After taking delivery of the Cards, the User agrees to examine them and notify the Company if there is any defect in the Item within 7 days of the delivery date.
(f) Under no circumstances will the Company be liable for any cost, loss or damage caused by a delay in shipping after it has been despatched by the Company including incorrect shipping details provided by the User.

1.9 Interacting with other Users.

(a) The User acknowledges that they use ClicChat at their own risk.

(b) The User must exercise the utmost caution before providing any information capable of personally identifying them to another User, including providing a Card to any person.

(c) If a User chooses to meet another User in person, they do so at their own risk. the Company recommends taking all reasonable precautions to protect their safety prior to meeting another User in person.

(d) The Company accepts no responsibility for the conduct of any User of ClicChat.

(e) The Company accepts no responsibility for any interaction between Users, whether that
interaction occurs via ClicChat or not (including a personal meeting).

1.10 Lodging a Complaint.

(a) If you believe that another User’s behaviour is abusive, threatening, discriminatory, or
deliberately offensive you may lodge a complaint to the Company via email at info@clic.chat.

(b) The Company may suspend access or remove the account of any User to ClicChat that the Company determines conduct themselves inappropriately.

(c) The Company’s decision whether or not to suspend or remove access or a User account is at its absolute discretion. The Company’s decision shall be final and not subject to review.

1.11 Notifications. It is necessary for ClicChat to send the User notifications as part of the service. The User acknowledges that opting-out or blocking notifications (generally via emails or SMS) will inhibit ClicChat’s ability to operate properly.

2 FEES, PAYMENTS & REFUNDS

2.1 Fees

(a) There is no monthly subscription fee to use ClicChat. The only fee is when ordering cards which is payable in advance.

(b) Each Fee applies in accordance with such features and/or services subscribed for by the Subscriber in accordance with the pricing described on the Site, or as otherwise agreed with the Company.

(c) The Subscriber agrees to make payment in advance for all Fees due at such frequency, or on such dates as the Subscriber has subscribed for.

(d) All payments shall be made via the online payment gateway within ClicChat, or in such other manner as the Company may direct from time-to-time. The Subscriber agrees that it has no right to access ClicChat if it fails to make payments when due.

(e) The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the Subscriber has been given such notice.

(f) If a Subscriber does not accept a change to any Fees, then they can simply terminate their Account.

2.2 Currency.
All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent
foreign currency (such as Australian dollars or British pounds).

2.3 GST.
For Subscribers in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Subscriber with a Tax Invoice for any payments.

2.4 Refunds.
No refunds of Fees are offered other than as required by law.

2.5 Late Payment.

(a) If the Subscriber does not pay the full Fees as required, the Company may suspend all User
access to ClicChat for that Account. No Cards will be delivered while Fees are outstanding.

(b) If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may
terminate the Subscriber’s ClicChat account without notice and end this Agreement.

(c) The User agrees that the Company shall not be responsible or liable in any way for:

i Interruptions to the availability of ClicChat or User Content in the event of (a);

ii Loss of User Content in the event of (b).

3 THIRD PARTY LOGIN AND INTEGRATION

3.1 Registration & Login.

(a) A User may be able to register as a User, access ClicChat and use integrated features by connecting their account with certain third party services (TPS) (e.g, Facebook, Twitter etc).

(b) As part of the functionality of ClicChat the User may connect their profile with a TPS by:

i Providing their TPS login information to the Company through ClicChat; or

ii Allowing the Company to access their TPS in accordance with its terms & conditions of service.

(c) When connecting to ClicChat using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.

3.2 Ongoing Availability.

(a) The User agrees that User access to ClicChat may be unavailable if the TPS becomes unavailable,
and that the User may lose functionality or content that is shared between the TPS and ClicChat.

(b) The User may disconnect the connection between ClicChat and the TPS at any time.

(c) The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.

3.3 Data from TPS.
Where a User connects and or registers their account using a TPS, the User authorises the Company to
use data from that TPS to create the User’s profile within ClicChat.

4 GENERAL CONDITIONS

4.1 Licence

(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non- exclusive and revocable licence to access and use ClicChat for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

(b) The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User .

4.2 Modification of T erms

(a) The terms of this Agreement may be updated by the Company from time-to-time.

(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using ClicChat.

4.3 Software-as-a-Service

(a) The User agrees and accepts that ClicChat is:

i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the servers operated by the Company and is not available ‘locally’ from the User’s systems; and

ii Managed and supported exclusively by the Company from the servers operated by the Company and that no ‘back-end’ access to ClicChat is available to the User unless expressly agreed in writing.

(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter ClicChat.

4.4 Support

(a) The Company provides user support for ClicChat via the email address info@clic.chat.

(b) The Company shall endeavour to respond to all support requests within 1 Business Day.

4.5 Use & Availability

(a) The User agrees that it shall only use ClicChat for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b) The User is solely responsible for the security of its username and password for access to ClicChat. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its ClicChat account.

(c) The User agrees that the Company shall provide access to ClicChat to the best of its abilities, however:

i Access to ClicChat may be prevented by issues outside of its control; and

ii It accepts no responsibility for ongoing access to ClicChat.

4.6 Privacy

(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act
for data that it collects about the User and other customers.

(b) ClicChat may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

4.7 Data

(a) Security. The Company takes the security of ClicChat and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

(c) Storage. The Company stores data on servers based in the USA according to accepted industry standards. If the User requires its User Data to be stored in a different location, the Company may charge the User a fee to do so.

(d) Backup. The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.

4.8 Intellectual Property

(a) Trademarks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of ClicChat.

(c) The ClicChat Application. The User agrees and accepts that ClicChat is the Intellectual Property of the Company and the User further warrants that by using ClicChat the User will not:

i Copy ClicChat or the services that it provides for the User’s own commercial purposes; and

ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in ClicChat or any documentation associated with it.

(d) Content. All content submitted to the Company, whether via ClicChat or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to ClicChat.

4.9 Disclaimer of Third Party Services & Information

(a) The User acknowledges that ClicChat is dependent on third-party services, including but not
limited to:

i Banks, credit card providers and merchant gateway providers;

ii T elecommunications services;

iii Hosting services;

iv Email services;

v Postage and shipping services; and

vi Analytics services.

(b) The User agrees that the Company shall not be responsible or liable in any way for:

i Interruptions to the availability of ClicChat due to third-party services; or

ii Information contained on any linked third party website.

4.10 Liability & Indemnity

(a) The User agrees that it uses ClicChat at its own risk.

(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with ClicChat, including any breach by the User of these Terms of Service.

(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use ClicChat, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such personal injury, death, damage to property, or business interruption of any type, whether in tort, contract or otherwise.

(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i The re-supply of services or payment of the cost of re-supply of services; or

ii The replacement or repair of goods or payment of the cost of replacement or repair.

4.11 Termination

(a) Either party may terminate this Agreement by giving the other party 1 month’s written notice.

(b) Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

(c) Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 4.5, 4.6, 4.7, 4.8 4.9, 4.10, 4.12, 4.13 and 4.14 survive termination of this Agreement.

4.12 Dispute Resolution

(a) If any dispute arises between the parties in connection with this Agreement (Dispute), then
either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i Includes or is accompanied by full and detailed particulars of the Dispute; and

ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

4.13 Electronic Communication, Amendment & Assignment

(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the
same meaning.

(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.

(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

(d) A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e) Notices must be sent to the parties’ most recent known contact details.

(f) The User may not assign or otherwise create an interest in this Agreement.

(g) The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

4.14 General

(a) Special Conditions. The parties may agree to any Special Conditions to this Agreement in
writing.

(b) Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

(d) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

(e) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

(g) Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h) Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

(i) Interpretation. The following rules apply unless the context requires otherwise:

i Headings are only for convenience and do not affect interpretation.

ii The singular includes the plural and the opposite also applies.

iii If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

iv A reference to a clause refers to clauses in this Agreement.

v A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.

vi Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

vii A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

viii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

ix A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.