1.Definitions and interpretation
1.1Except where the context otherwise requires:
Confidential Information means:
(a) any information exchanged between the parties regarding the business or other affairs of either party that is not publicly available;
(b) any information that is marked confidential by either party; and
(c) any information disclosed to, or acquired by, the parties that is by its nature confidential.
Content mean means material in any form including words, images, video, audio or any other documents, advertisements (in print, electronic or recorded format), recordings on disc or any other form of storage, reports, products, equipment, information, data, software, software tools and software development methodologies, and includes all releases, updates and amendments to the original material brought into existence in relation to or because of the Subscriber.
Force Majeure Event means any event or circumstance beyond the event holder's control that could not have been reasonably prevented by the event holder. A Force Majeure Event includes (but is not limited to) acts of God, natural disasters, fire, flood, storm, tempest, pandemics, acts or threats of war or terrorism, riots and industrial action outside the party's control.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all intellectual and industrial property rights throughout the world, whether created before or after the date of these Terms of Service, including copyright, trademarks, logos, slogans, designs, patents, trade or business names or other proprietary rights, whether or not registered or registrable and any rights to registration of such rights.
Personnel means the officers, employees, volunteers, contractors or agents of EventSponsors.
Site means the website www.eventsponsors.com.au
Subscriber means anyone that registers on the EventSponsors website or follows EventSponsors on its social media platforms, whether that be event holders; event organisers; event directors or other and sponsors; brands; businesses; charities; non-for-profits or other party.
1.2 Except where the context otherwise requires:
(a) The singular includes the plural and vice versa.
(b) A reference to an event holder or sponsor includes its successors and permitted assigns.
(c) A reference to a document includes all amendments or supplements to that document.
(d) A reference to a clause, party, schedule or attachment is a reference to a clause, party, schedule or attachment to these Terms of Service.
(e) A reference to legislation is a reference to that legislation as amended, consolidated, re-enacted or replaced, and includes any subordinate legislation.
(f) Where a word or phrase is defined in this Term of Service, any other grammatical form of the word or phrase has a corresponding meaning.
2.1 This Term of Service commences on the date the user has registered as an event holder or sponsor and expires at either the conclusion of the paid term of service or upon written notice by either party for free listings.
Option to Renew
2.2 EventSponsors shall offer event holders the option to renew the Service within seven days before the expiry of the Term. Any such renewal shall be subject to agreement on terms.
3.Acceptance of Terms
The Company, at its sole discretion, reserves the right to change, modify, add, or delete any portion, or portions, of these Terms of Service, at any time, without further notice. Unless explicitly stated otherwise, any new features that augment, modify or enhance the current Service, shall be subject to the TOS Your continued access and/or use of the Service or the Site affirms your acceptance of the Terms of Service. If you do not agree to abide by these Terms of Service, or our rules regarding any future changes to the Terms of Service, you are prohibited from using or accessing (or continue to use or access) both the Service and the Site. It is your responsibility to check the Site regularly to determine if there have been changes to these Terms of Service, and, if so, to review those changes. If you are unsure of the meaning of any change, it is your obligation to contact us before continuing use of the Service or Site. PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
4.Description of Service
EventSponsors provides subscribers with a website platform that enables the possible connection between event holders and sponsors, and sells subscription services, sponsorship templates and advertising to subscribers. EventSponsors provides a platform for sponsorship connection but cannot ensure Event holders or Sponsors will complete a transaction and is not in any way involved in subscriber transactions beyond providing the opportunity to make an initial connection.
EventSponsors has no control over the truth or accuracy of listings, the ability of Event holders to organise events or the ability of sponsors to deliver benefits. Further EventSponsors is not responsible for Subscriber websites or proposals uploaded to EventSponsors and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources.
The Service is provided "as is" and EventSponsors assumes no responsibility for the accuracy of subscriber listings.
All information, data, text, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the Subscriber. The Subscriber is entirely responsible for all Content that is uploaded, posted, downloaded, emailed, transmitted or otherwise made available or is received via the Service. EventSponsors does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will EventSponsors be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. EventSponsors does not claim ownership of Content submitted or made available on the Service.
EventSponsors has been built to service the Australian and New Zealand sponsorship industry. Recognising, however, the global nature of the Internet, subscribers agree to comply with all local rules regarding online conduct and acceptable Content.
7.Warranties and Indemnity
7.1 Each party represent and warrants that:
(a) it validly exists under the laws of its place of formation and incorporation;
(b) it has the power to enter into and perform its obligations under this Term of Service;
(c) the execution of, and the performance of its obligations under this Agreement, will not violate any provision of any law, obligation or judgement this is binding upon that party;
(d) it has not granted any rights inconsistent with the full enjoyment by the other party or the rights granted to the other party under this Agreement;
(e) all written information provided by it to the other party concerning the rights granted to the other party under this Agreement is true in all material respects and is not, by omission or otherwise, misleading; and
(f) its obligations under this Agreement are valid and binding and are enforceable against it in accordance with the terms of this Agreement subject to the availability of equitable remedies and, to the extent applicable, laws relating to the enforcement of creditors' rights.
7.2 Further both parties agree:
(a)Subscribers will indemnify, and will keep indemnified EventSponsors, its directors, officers, employees, agents and representatives from and against any loss, claim, demand, suit, action proceeding, costs (including reasonable legal costs), expenses or liability arising from any content in any way connected with EventSponsors.
(b)EventSponsors makes no warranty that:
(i)The service will meet subscriber requirements;
(ii)The service will be uninterrupted, timely, secure or error-free;
(iii)Results obtained from the use of the service will be accurate or reliable;
(c)Advice and information, whether via video tutorial or written blog from the EventSponsors website, social media accounts, newsletter, email or through any other form from the services provided by EventSponsors shall not be relied upon or will create any warranty not expressly stated in the Terms of Service.
8. Limitation of Liability
EventSponsors shall not be liable for any direct, indirect, incidental, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from:
(a)The use or inability to use services or information on the EventSponsors website;
(b)Transactions entered into through or from the services of EventSponsors;
(c)Unauthorised access to or alteration of your subscription details and listing;
(d)Statements or conduct of any third party on the website; or
(e)Any other matter relating to the services or information provided on the website.
9. Subscriber Obligations
Subscribers agree to be bound by the following terms and conditions which are subject to change at the sole discretion of EventSponsors:
9.1 EventSponsors will determine, at its discretion, whether to publish or feature content (or remove from the site).
9.2 EventSponsors may use all intellectual property rights in Subscriber content throughout the world, in perpetuity, without restriction and without making payment to Subscribers, including publication of that material in hard copy publications or in electronic media, using Subscriber content in advertising and promotional material for EventSponsors and permitting others to do any of these, including when EventSponsors and others receive payment for this.
9.3 Subscribers waive all moral rights in terms of the content and consent to anything which EventSponsors may do in relation to Subscriber content which would otherwise be in breach of your moral rights. This includes EventSponsors using Subscriber content without attributing the Subscriber as the source of your content.
9.4 EventSponsors may edit Subscriber content in its discretion.
9.5 Subscribers warrant that:
(a) Subscribers own their content and all rights in relation to their content;
(b) Subscribers obtained the content in a manner which does not breach any laws or the rights of any person;
(c) Subscriber content is accurate and reflects actual events and is not digitally altered or enhanced in any way to create content or impersonate any entity or falsely state or otherwise misrepresent affiliation with a person or entity;
(d) Provision of the Content to EventSponsors and the use by EventSponsors of Content, in each case as contemplated in these terms and conditions, does not breach any law (including laws relating to privacy, intellectual property and defamation) or the rights of any person;
(e) Content uploaded on to the EventSponsors website does not contain any virus or other code or material embedded in it which will have a negative impact on the services or infrastructure of EventSponsors;
9.6 EventSponsors is not liable any loss or damage (including consequential loss or damage) which may be suffered or incurred which may arise directly or indirectly in respect of the supply of content to EventSponsors.
9.7 EventSponsors and its officers, employees and agents are indemnified against any damage, in whole or in part, as a result of:
(a) the publication of Subscriber Content; or
(b) a breach by the Subscriber of these terms and conditions.
10.1 Each party agrees not to disclose the confidential information of the other party to any person except:
(a) on a confidential basis to Personnel of the recipient party requiring the information for the purposes of performing this Agreement;
(b) on a confidential basis to a party's legal or professional advisers;
(c) with the consent of the other party; or
(d) if required to do so by law, government policy or in connection with legal proceedings.
11.1 EventSponsors may terminate this Agreement:
(a)at any time without cause or notice if the Subscriber comes into disrepute or engages in behaviour that in EventSponsor's reasonable opinion reflects unfavourably on EventSponsor's good name, goodwill, reputation or image.
11.2 Either party ("Non-Defaulting Party") may immediately terminate this Agreement by written notice if:
(a)the other party ("Defaulting Party") commits a material breach of this Agreement, which breach is not remedied within 14 Business Days (or such other period agreed in writing between parties) of the Non-Defaulting Party providing notice to the Defaulting Party of the breach;
(b)the Defaulting Party is or becomes charged with any criminal offence;
(c)the Defaulting Party is insolvent or unable to pay its debts when they are due and payable; or
(d)an event or conduct has occurred which results in, or could result in. the appointment of a liquidator, receiver, receiver and manager, administrator or similar officer being appointed to the Defaulting Party or any of its property or the Defaulting Party makes a composition or arrangement with creditors generally, or takes advantage of any statues for the relief of insolvent debtors.
11.3 Should there be a material change in ownership of the Subscriber, EventSponsors may review the terms of this Agreement, and at its sole discretion choose to continue or terminate this Agreement.
Consequences of termination or expiry
11.4 If this Agreement is terminated for any reason, EventSponsors will be under no obligation to supply any service to the Subscriber.
11.5 If this Agreement is terminated under this clause (Termination):
(a)EventSponsors will refund any remaining unused subscription fee to the Subscriber.
11.6 Upon termination or expiry:
(a)all rights and licenses granted by one party to the other under this Agreement, including rights associated with advertising and promotional activities will revert to the grantor;
11.7 Termination or expiry of this Agreement does not affect:
(a) the continued operation of clauses dealing with intellectual property, confidentiality, consequences of termination or expiry, indemnities, insurance, GST, disputes and any other clause that by its nature should survive termination or expiry.
12. Force Majeure
12.1 Neither party will be liable for any failure to carry out obligations under this Agreement if the failure was caused by a Force Majeure Event. If a Force Majeure Event affects a party's performance of this Agreement the party must provide notice of this to the other party and use its best endeavours to overcome the disruption as quickly as possible.
13.1 For the purposes of this clause (GST), a term or expression that is defined in the GST Act has the same meaning as in the GST Act.
13.2 All amounts payable under this Agreement are exclusive of GST unless expressly otherwise stated.
13.3 If a party ("Supplier") is or becomes liable to pay GST in connection with any supply made under this Agreement and the amount of GST is not included in the amount payable under this Agreement:
(a) the Supplier may add to the price of the supply an amount equal to the GST payable on the supply ("GST Amount");
(b) the other party will pay the Supplier the price for the supply in accordance with this Agreement plus the GST amount.
13.4 Any invoice rendered by a party that includes a GST amount must conform with the requirements for a tax invoice as set out under the GST Act.
13.5 The Event holder must be registered for the purposes of GST for the duration of this Agreement.
14.1 Nothing in this Agreement is intended to create an employment, partnership, joint venture or agency relationship between the parties.
14.2 EventSponsors is in no way involved with any transaction between subscribers. In the event of a dispute with one or more users, EventSponsors (and our officers, directors, agents, subsidiaries and employees) will be released from any claim, demand and damage (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
14. 3 If a dispute arises between EventSponsors and Subscribers in relation to the Agreement, each party agrees to first use all reasonable efforts to settle the dispute by discussions between their senior representatives.
If the senior representatives cannot resolve the dispute within:
(a) 48 hours where the dispute occurs within 14 days of the Events (or significant aspects of the Events); or
(b) 14 days in all other cases,
the parties agree to refer the matter to the Australian Disputes Centre for mediation.
14.4 No failure or delay by a party to enforce any part of this agreement will operate as a waiver of the other party's breach. Any waiver by a party of a breach of this Agreement will not be construed as a waiver of any further breach of the same or any other provision.
14.5 This Agreement is governed by the laws of Queensland. The parties submit to the exclusive jurisdiction of the courts exercising jurisdiction in Queensland and their courts of appeal. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, website or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14.6 If any provision of this Agreement is prohibited, void, voidable, illegal or unenforceable, then that part is severed from this Agreement, but the remainder of the Agreement will retain its full force and effect.
14.7 A party may give its consent conditionally or unconditionally or may withhold its consent in its sole discretion, unless this Agreement provides otherwise.
14.8 This Agreement contains the entire agreement between the parties. Any prior arrangements, agreements, representations or undertakings are superseded.