We reserve the right to revise this Agreement at any time by updating this document on the Site. After such an update, you will be notified of the change through either email or when logging into the Site. Your continued use of the Site after the update will constitute your acceptance of the revised Agreement.
BY ACCESSING OR REGISTERING FOR THE SITE, YOU ACCEPT THIS AGREEMENT IN ITS ENTIRETY AND WITHOUT LIMITATION.
1.1 You warrant that you are 18 years of age or older, have the authority and capacity to enter into this Agreement, and that no portion of the Agreement or service of the Company is illegal or prohibited in your jurisdiction.
1.2 The Company grants you a limited, non-transferable, non-exclusive, personal license to use the Site for its intended purposes. We may restrict your access to the Site, disable your Account, or limit or revoke this license at any time without notice if you breach, or threaten to breach, any term of this Agreement. No refunds will be issued, credits offered or timeframe to use existing credits in the case of a termination of your license.
1.3 You agree that you will not:
2.1 You will be required to create an account to fully utilise the site (the "Account"). You agree and warrant that you will:
2.2 The Site provides personal and business assistance services (the "Services") on a monthly subscription basis (the "Subscription"). The Services are non-transferable and may be used only by you. By purchasing a Subscription, you agree to pay the Subscription Fee as applicable to your selected Subscription Tier and displayed on our website or otherwise made known to you.
2.3 The hourly rate charged for the delivery of the Services is tiered based on the complexity, scarcity (or as otherwise determined by us) required to execute each request made by you. The applicable Tier Rate is published on our website or otherwise made known to you and updated from time to time. The Company will be the sole and final arbiter regarding the Tier Rate allocated to each request. The rate charged will be the rate applicable at the time the request is made.
2.4 The Company will be the sole and final arbiter regarding the hours required to perform each request.
2.5 Hours consumed are billed in 15 minute increments.
2.6 Your monthly Subscription fee can be used to purchase Services. Should you consume Services to a value less than your Subscription Fee in a month, your Account will be credited the balance of that month's subscription fee on the first day of the subsequent month if you have an active account in good standing with payment information linked to such account.
2.7 Should you choose to cancel your subscription, the value of the credit on your account at the time of cancelation can be used by you for any Services for a period ending at 4:00pm Australian Eastern Standard Time on the day that is 90 days after the date the subscription is cancelled (the “Cancellation Period”). Subject to your account being in good standard and payment up to date, during the Cancellation Period you may consume Services in accordance in the normal manner and in accordance with our standard terms. Notwithstanding anything to the contrary, should you fail to consume outstanding credit during the Cancellation Period, any credit will be forfeited at the conclusion of the Cancellation Period, even if the Account is later reactivated.
2.8 Should you consume Services to a value that exceeds the credit on your account, the additional hours consumed will be billed at the Hourly Rate applicable to the Service Tier required to deliver the Services as applicable at the time the request is made.
2.9 Your Subscription will automatically renew at the then-current amount for a term equal to the original term of the Subscription. You authorise the Company to charge your credit card on file for the then-current amount of each Subscription renewal each month. You may cancel your Subscription at any time, but subject to clause 2.7 the Company will not issue any refund, setoff, or credit.
2.10 The Services may be rendered by requesting the Company complete certain tasks or projects. You may submit Requests through the designated page on the Site or through such other methods as the Company may, from time to time, designate.
2.11 The Company may utilise third party contractors to complete Requests.
2.12 If your Request involves a purchase or cost, the Company will incur the charge and will then charge your credit card on file for the actual amount in addition to any Subscription fees. You will be asked for approval of the price before any purchases or costs are incurred.
2.13 You agree to pay all fees or charges incurred on your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. We partner with Recurly to manage payments; by using our Service you agree to provide Recurly with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) ("Payment Provider") and also agree to Recurly’s terms of service.
2.14 The Company may be unable to undertake or complete certain Requests. In this case, we will alert you that the Request cannot be completed. The Company shall under no circumstance be liable for any loss, damages, costs, or other liabilities related to our inability to undertake or complete a Request.
3.1 If the Company or its agents creates any original work for you as the result of a Request, all rights to the original work created for the Request will be owned by you, but you hereby license the Company the right to use and store the work to complete further Requests for you.
3.2 The Company will take reasonable steps to protect and keep secret your Confidential Information provided to the Company through the submission of a Request. As used in this Agreement, "Confidential Information" means non-public information that you instruct the Company to keep secret, but does not include information that (1) becomes generally available to the public other than an unauthorized disclosure by the Company or its agents; (2) was or becomes available to the Company or its agents on a non-confidential basis prior to your disclosure of the information to the Company or its agents; (3) is independently developed by the Company or its agents without reference to your Confidential Information; or (4) information the Company or its agents are required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect the Company's rights or property, or the rights or property of our agents or our other clients. The Company may share your Confidential Information with its agents as necessary to complete Requests.
3.3 You acknowledge that any intellectual property used on the Site or by the Company is property of its respective owner and that no license, assignment, or sale of intellectual property has been offered to you. You agree not to use any of the intellectual property associated with the Site or Company, or derivatives thereof, including the name “Yoonet" for any purpose other than those expressly permitted in this Agreement. The Company reserves all rights to its intellectual property, including (without limitation), copyrights, trademarks, patents and trade secrets.
4.1 You will not solicit, recruit, encourage, induce, attempt to solicit, recruit, encourage, or induce, any of the Company's employees, agents, contractors, or affiliates in order to provide services of any kind to you outside of the scope of the Site and this Agreement, whether as a contractor, employee, or otherwise. You acknowledge and agree that if you breach this Clause 4.1, the Company will incur immediate, direct, and substantial harm which would be very difficult to compute with certainty as a basis for recovery of actual damages. You therefore acknowledge and agree that the liquidated damages described in this Clause 4.1 represent a fair and reasonable method of calculating damages and that it is in no way punitive. You acknowledge and agree that liquidated damages in the amount of $20,000.00 may be assessed and recovered by the Company against you in the event of any breach of this Clause 4.1 and without any requirement that the Company present any evidence of the amount or character of actual economic damages incurred. These liquidated damages are in addition to, and not in lieu of, the Company's right to an injunction against you for such a breach.
5.1 Nothing in this clause 5 shall limit the operation of or detract from the provisions of clause 6.
5.2 Our products and services will be provided by us using our usual standards, skill and reasonable care. If during the course of providing our products or services, we make use of the goods or services of a third party, we make no warranty, guarantee or any other statement as to their quality, fitness for purpose or otherwise. If possible, we will use reasonable endeavours to assign to you the benefit of any warranty, guarantee or indemnity given by the party supplying such goods or services to us.
5.3 Should any damages suffered by you arise as a result of faulty, incorrect, incomplete or improperly provided information or documentation provided by you, there shall be no liability whatsoever on our part.
5.4 There shall be no service warranties except for those provided in this Agreement. All other warranties, including any implied warranties for fitness for use or merchantability or any other duties required under common law, are excluded to the extent permitted by law. We will not be liable for any special, indirect or consequential damages or damages resulting in, any loss of profit, loss of goodwill, loss of business opportunity, loss of revenue or any other damage, costs, expenses or other claims even if such claims or damages arose as a result of our negligence or under any other tortious action while providing the products or services to you or as a result of your use of our products or services.
5.5 We do not warrant and are not liable for any actions, omissions or information provided by any other person using our website, products or services.
5.6 We do not warrant that the materials on, in or available via our website, products or services will be suitable for any particular purpose. Access to the materials is provided on a strictly “as is” basis.
5.7 We do not warrant that your use of our website, products or services will be fit for any specific purposes other than, in the case of our products and services, those we tell you at the time of provision of those products and services to you.
5.8 In consideration for being given access to our website, products or services, you release and forever discharge us, our employees, servants and agents and each of them from all and any liability to you of any nature whatsoever in respect of any losses, damages (whether direct, indirect, consequential or otherwise), liabilities, claims or expenses whatsoever arising directly or indirectly from use by you or any other person of our website, products or services or any of the links provided on, in or via the website, products or services or reliance by you or any person upon information contained within or made available via our website, products or services.
5.9 In further consideration for our supply of our goods and/or services to you (including making goods available for your collection as the case may be), you further release and forever discharge us, our employees, servants and agents and each of them from any claim or demand of any nature whatsoever associated with or arising out of any of (or any use of or reliance upon) our goods or services (other than non-delivery due to our wilful default) that you have, had or but for this clause would have had against any of the parties so released.
5.10 Subject to our compliance with the terms of this Agreement, you will be liable for and indemnify us, our employees, servants and agents and each of them jointly and severally against any loss, damage, expense or cost of any nature (including, without limitation, full solicitor and client legal costs on an indemnity basis) that any of them incurs or may incur (whether directly, indirectly or consequentially or otherwise) arising out of your use of our website, products or services or any of their contents or from any breach by you of these terms and conditions.
5.11 Provisions of the Australian Consumer Law and other statutes from time to time in force in Australia may imply warranties or conditions or impose obligations upon us which cannot be excluded or modified. This Agreement must be read and interpreted subject to such statutory provisions or any other similar provisions.
5.12 Our liability and that of our employees, servants or agents for any breach of any condition or warranty implied by law or otherwise, and which cannot be excluded, is limited to the extent possible, at our option, to:Our liability and that of our employees, servants or agents for any breach of any condition or warranty implied by law or otherwise, and which cannot be excluded, is limited to the extent possible, at our option, to:
6.1 Notwithstanding any other provision of this Agreement, you acknowledge that:
6.2 To the maximum extent permitted by law:
7.1 In this Agreement:
7.2 The terms of this Agreement may only be amended by a further written agreement signed by the parties.
7.3 All notices required by this Agreement shall be made in writing and shall be in the English language and sent to the address of the recipient provided to the other party in writing (including electronically) or as otherwise directed by the recipient. Notices shall be hand delivered or sent by certified mail, courier or email.
7.4 Notices will be effective:
7.5 If any provision of this Agreement is determined to be void, illegal or unenforceable by any law or regulation of any government or by any court, such provision will be severed from the Agreement and the remaining parts, terms and provisions will remain enforceable.
7.6 The parties agree and acknowledge that we are an independent contractor and that nothing in this Agreement is intended to create a relationship of master and servant, employer and employee, partnership or joint venture between you and us.
7.7 This Agreement and your relationship with us pursuant to this Agreement are governed by the laws of Queensland, Australia, and shall not be subject to or governed by The United Nations Convention on Contracts for the International Sale of Goods or any other similar or replacement Convention.
7.8 You unconditionally and irrevocably agree to submit to the exclusive jurisdiction of the courts of Queensland, Australia for the purpose of resolving any disputes pursuant to this Agreement.
7.9 This Agreement constitutes the entire agreement of the parties and supersedes all prior understandings, negotiations, agreements, written or oral, express or implied.
7.10 No waiver or breach of any term of this Agreement shall constitute a precedent or a waiver of any succeeding or other breach of the same.
7.11 When from time to time you log into or seek to access relevant parts of our website, products or services, you may be asked to agree to our then current terms and conditions. We do not warrant that on any such occasion those terms and conditions will be the same as set out in this document.