KINLY PTY LTD – WEBSITETERMS OF USE
Welcome to ourwebsite.  This website is owned andoperated by Kinly Pty Ltd ACN 620 430 953,its successors andassignees (we,our or us).  Itis available at: www.kinly.com.au (Site) and may be available throughother addresses or channels.
These Terms ofUse (Terms)govern you, the person, organisation or entity that accesses and/or uses ourSite (referred to as you or your) and form a contract between youand us if you access ourSite.  Please read these Termscarefully.  If you have any questions, pleasecontact us using the contact details below.  Your use of the Site indicates that you havehad sufficient opportunity to access these Terms and that you have read andaccepted these Terms. You should immediately ceaseaccessing and using this Site if you do not accept these Terms.
1.    Information: Theinformation, including statements, opinions and documents, contained in this Site(Information) is for generalinformation purposes only.  Itdoes not take into account your specific needs,objectives or circumstances, and it is not advice.  Any reliance you place on the Information isat your own risk.  Before acting on anyInformation, we recommend that you consider whether it is appropriate for yourcircumstances, carry out your own research and seek professional advice, wherenecessary.
2.    Amendment: The Informationand Terms may be amended without notice from time to time in our solediscretion.  Your use of our Sitefollowing any amendments indicates that you accept the amendments.  You should check the Terms regularly to ensureyou are aware of any changes, and only proceed to use the Site if you acceptand will comply with the new Terms.
3.    Your warranties: You warrant to us that you have the legal capacity to enter theseTerms and form a contract, and that you have read and understood these Terms, before using the Site.
4.    Licence to use the Site: Wegrant you a non-exclusive, royalty-free, revocable, worldwide, non-transferableright and licence to use the Site for your personal, non-commercial use, inaccordance with these Terms.  All otheruses are prohibited without our prior written consent.
5.    Prohibited conduct: You must not:
(a)            Use the Site for any activities, orpost or transmit any material from the Site:
§    unless you hold all necessary rights, licences and consents to doso;
§    that infringes the intellectual property or other rights of anyperson;
§    that would cause you or us to breach any law, regulation, rule,code or other legal obligation;
§    that defames, harasses, threatens, menaces, offends or restrictsany person;
§    that is or could reasonably be considered to be obscene,inappropriate, defamatory, disparaging, indecent, seditious, offensive,pornographic, threatening, abusive, liable to incite racial hatred,discriminatory, blasphemous, in breach of confidence or in breach of privacy; or
§    that would bring us, or the Site, into disrepute;
(b)            Interfere with or inhibit any userfrom using the Site;
(c)            Use the Site to send unsolicitedemail messages;
(d)            Attemptto or tamper with, hinder or modify the Site, knowingly transmit viruses orother disabling features, or damage orinterfere with the Site, including but not limited to the use of trojan horses,viruses, or piracy or programming routines that may damage or interfere withthe Site; or
(e)            Facilitateor assist a third party to do any of the above acts.
6.    Copyright and intellectual property rights: Our Site contains material which is owned by or licensed to us andis protected by Australian and international laws, including but not limited tothe trademarks, trade names, software, content, design, images, graphics,appearance, layout and look of our Site. We own the copyright which subsists in all creative and literary worksdisplayed on the Site.
You agree that, as between you and us, we own allintellectual property rights in the Site, and that nothingin these Terms constitutes a transfer of any intellectual property rights.  Your use of the Site does not grant you a licence to, or act as aright to, use any of the intellectual property, whether registered orunregistered, displayed on the Site without the express written permission ofthe owner.
You must not breachany copyright or intellectual property rights connected with the Site. Thisincludes but is not limited to:
(a)           altering or modifying any of the codeor the material on the Site;
(b)           causing any of the material on theSite to be framed or embedded in another website; 
(c)           creating derivative works from thecontent of the Site; or
(d)           using the Site for commercialpurposes.
7.    Privacy: We are committedto protecting your privacy. Please read our Privacy Policy which is availableon the Site. By agreeing to these Terms, you agree to accept our Privacy Policy.  
8.    Your content:  Ifyou choose to add any content on the Site, you:
(a)            warrant to us that you have allnecessary rights to post the content;
(b)            grant us a perpetual,non-exclusive, royalty-free, irrevocable, worldwide and transferable right andlicence to use that content in any way (including but not limited to, byreproducing, changing, and communicating the content to the public) and permitus to authorise any other person to do the same thing; and
(c)            you consent to any act oromission which would otherwise constitute an infringement of your moral rights,and if you add any content in which any third party has moral rights, you mustensure that the third party consents in the same manner.
9.    Third party information: TheSite may contain third party information, including but not limited to usercomments, guest articles and advertisements (Third Party Information).  Wedo not control, recommend, endorse, sponsor or approve Third Party Information,including any information, products or services mentioned in Third PartyInformation.  You should make your own investigations withrespect to the suitability of Third PartyInformation for you
10.  Third partylinks and websites: This Site may contain links towebsites owned by third parties (ThirdParty Sites).  We do not control,recommend, endorse, sponsor or approve Third Party Sites, including any information,products or services mentioned on Third Party Sites.  You should make your own investigations with respect to thesuitability of Third Party Sites for you.
11.  Reservation ofrights: Wereserve the right to amend or delete any and all of your content, Third PartyInformation and/or Third Party Sites, and to block any user, if we believe that there is a violation ofthese Terms, or for any other reason, in our solediscretion. 
12.  Delays and outages: We are not responsible for any delays orinterruptions to the Site.  We will usecommercially reasonable efforts to minimise delays and interruptions.  We cannot warrant that the Site will beavailable at all times or at any given time.  We may at any time and without notice to you,discontinue the Site in whole or in part. We are not responsible for any loss, cost, damage or liability that mayresult from our discontinuance of the Site.
13.  Limitationof liability: To theextent permitted by law, we exclude all liability for any loss, damage, costsor expense, whether direct, indirect, incidental, special and/or consequentialincluding loss of profits, suffered by you or any third party, or claims madeagainst you or any third party which result from any use of or access to, orany inability to use or access, the Site.
To the extent permitted by law, we exclude allrepresentations, guarantees, warranties or terms (whether express or implied)other than those expressly set out in these Terms, and the Australian ConsumerLaw to the extent applicable.
14.  Disclaimer: The Site isprovided to you without warranties, express or implied, including but notlimited to implied warranties of merchantability and/or fitness for aparticular purpose.  We do not warrantthat the functions contained in any material on the Site or your access to theSite will be error free, that any defects will be corrected, that the Site orthe server which stores and transmits material to you are free of viruses orany other harmful components, or that the Site will operate on a continuousbasis or be available at any time. 
While we endeavour to keep the Site and Informationup to date and correct, we make no representations, warranties or guarantee,express or implied, about:
(a)            the completeness, accuracy,reliability, suitability or availability of any Information, images, products,services, or related graphics contained on the Site for any purpose;
(b)            Third Party Information; or
(c)            Third Party Sites.
Youread, use, and act on information contained on the Site, Third PartyInformation and/or Third Party Sites, strictly at your own risk.
15.  Indemnity: By using the Site, you agree to defend and fully indemnify and hold us (and our officers, directors, employees,contractors and agents) harmless from and against all claims,actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses ona full indemnity basis), including in tort, contract ornegligence, arising out of or connected to:
(a)            your use of or access to the Site;
(b)            any breach by you of theseTerms; or
(c)            any wilful, unlawful ornegligent act or omission by you.
This defence and indemnification obligation willsurvive these Terms and your use of the Site.  These Terms, and any rights and licencesgranted hereunder, may not be transferred or assigned by you, but may beassigned by us without restriction.
16.  Breach: You may only use the Site for lawful purposes and in a mannerconsistent with the nature and purpose of the Site.  By using the Site, you agree that theexclusions and limitations of liability set out in these Terms arereasonable.  If you do not think they arereasonable you must not use the Site. We reserve the right to remove any andall content found to be in breach of intellectual property rights, includingwithout limitation copyright, or which in our opinion is deemed inappropriateand/or illegal.  If you breach these Terms, we reserve the rightto block you from the Site and to enforce our rights against you.  If we do not act in relation to a breach ofthese Terms by you, this does not waive our rights to act with respect tosubsequent or similar breaches of these Terms by you.  All rights not expressly granted in theseTerms are reserved.
17.  Exclusion of competitors:You are prohibited from using the Site,including the Information, in anyway that competes with our business.  Ifyou breach this term, we will hold you responsible for any loss that we maysustain, and hold you accountable for any profits that you may make fromnon-permitted use.  We reserve the rightto exclude any person from using the Site and Information, in our solediscretion.
18.  Enforceability: If anyprovision of these Terms is found to be illegal, invalid or unenforceable by acourt of law, then the provision will not apply in that jurisdiction and isdeemed not to have been included in these Terms in that jurisdiction.  This will not affect the remainder of theseTerms, which continue in full force and effect. 
19.  Further assurances: Each party must, at its own expense, doeverything reasonably necessary to give full effect to these Terms and theevents contemplated by them.
20.  Termination: These Termsare effective until terminated by us, which we may do at any time and withoutnotice to you.  In the event oftermination, all restrictions imposed on you by these Terms and limitations ofliability set out in the Terms will survive.
21.  Disputes: You agree to use your bestendeavours to use mediation and negotiation to resolve any dispute arising outof or relating to these Terms, prior toresorting to an external dispute resolution process.  Please notify us in writing of any dispute youmay have.
22.  Jurisdiction: Your use of the Site and any disputearising out of your use of it is subject to the laws of Victoria and theCommonwealth of Australia.  These Termsare governed by the laws of Victoria and the Commonwealth of Australia andsubject to the exclusive jurisdiction of the courts operating in Victoria.  The Site may be accessed throughout Australiaand overseas.  We make no representationthat the Site complies with the laws (including intellectual property laws) ofany country outside Australia.  If youaccess the Site from outside Australia, you do so at your own risk and areresponsible for complying with the laws in the place where you access the Site.

MARKETPLACETERMS AND CONDITIONS

The kinly.com.au website (Site)and any future mobile application (App)are owned by Kinly Pty Ltd ACN 620 430 953 (referredto as Kinly, We or Us). The Site andApp connect people who require a family related service (Customer) with those willing to provide the service (Service Providers) by facilitatingintroductions between Customers and Service Providers (Services).

1.             Agreement
(a)       These Terms and Conditions (Terms) form abinding legal agreement between Us and each person,organisation or entity accessing, viewing or using the Site, App and Services, including Customers and ServiceProviders(referred to as User or You). By accessing or using the Site, App and Services,each User agrees to comply with and be legally bound by these Terms. Please read the Terms carefully. If there are any questions, please contact Us using the contact details at the end of these Terms.
(b)      TheUser’s access and use of the Site, the App and the Services indicates that:
                                          i.         the User hashad sufficient opportunity to access the Terms;
                                         ii.         the User hasread, accepted and will comply with the Terms;
                                       iii.         the User haslegal capacity to enter into a contract for sale; and
                                        iv.         the User is18 years or older. 
If thisis notcorrect, or if the User does not agree to these Terms, the User is notpermitted to use any of theServices.
(c)        We may amend these Terms from time totime with immediate effect upon giving Users notice of the varied Terms via theSite and App. Use of our Services following any such amendments will be deemedto be confirmation that the User accepts those amendments. If a User hasreasonable grounds to believe that the varied Terms will be detrimental totheir rights, the User may terminate their Account created under these Termswithout penalty upon receiving the notice of varied Terms. We recommend thateach User check the current Terms, before continuing use of the Site, App or Services.
(d)       These Terms supplement and incorporateOur policies and terms and conditions,including without limitation the Website Terms of Use, Privacy Policy posted onthe Site and App.
(e)        Our Privacy Policy and Website Terms of Use set out how We collect, useand protect the personal information of our Users. 
2.             Site and App Summary - Introductory ServiceOnly
(a)           The Site, the App and the Services provide anintroductory service for Service Providers and Customers.
(b)           A Customer with a requirement for a service to be provided (1)creates an account on the Site or App and (2) browses the Site or App for therequired service that is advertised by the Service Provider (Listing).
(c)           A Service Provider with an ability to perform services (1) createsan account on the Site and App and (2) advertises their service and price byposting a Listing. By posting a Listing, the Service Provider confirms thats/he is legally entitled to and capable of providing the service described.
(d)            A Customer can communicate with a Service Provider privately byusing Our platform chat function. Each time a Site or App User receives amessage from the Site or App chat service, a notification may be sent to theUser via their currently active communication channel.
(e)           In order to book a service, the Customer must pay the advertisedprice in the Listing for the services to be supplied by the Service Provider
 or, if a deferred payment option is available,pay the price in the Listing at the time specified on the Site or App. 
(f)            If a Customer or Service Provider wishes to complain about anycomment made on the Site or App, they must either contact Us using the detailsat the end of these Terms or use any reporting functionality available on theSite or App.
(g)           Each User understands and agrees thatthe Site and the App is an online introductory platform only, and that Ourresponsibilitiesare limited to facilitating the user functionality availability of the Site,the App and the Services. We are not an employment agency or labour hirebusiness. By accessing or using the Site or App, You acknowledge that ServiceProviders are not our employees, contractors, partners or agents.
(h)           We are not a party to anyagreement entered into between a Service Provider and a Customer. We are not areferrer or booking agent, and provide no such related services. We havenocontrol over the conduct of Customers, Service Providers and any other Users ofthe Site, the App and the Services.  We disclaim allliability in this regard, as set out in these Terms.
(i)            Any arrangement between a ServiceProvider and a Customer is solely between the Service Provider and Customer.  It is strictly and expressly not part of the User’sagreement with Us.
(j)            We accept no liability for anyaspect of the Customer and Service Provider interaction, including but notlimited to the description of services offered and the performance of services.We do not assist or involve Ourselves in any way in any dispute between a Customerand a Service Provider.
(k)           All information related toservices to be performed is supplied by Site and App Users. We do not have anyability or responsibility to review, approve or verify any User providedinformation prior to publication on the Site or App.
(l)            You expressly agree that We haveno responsibility and make no warranty as to the truth or accuracy of anyaspect of any information provided by Users (including all Customers and ServiceProviders), including, but not limited to, the ability of Service Providers toperform tasks, or the honesty or accuracy of any information provided by Customersor the Service Providers or the ability of Customers to pay for the servicesrequested.
 
3.             Online Registration
(a)           A User can browse and view the Site and App as anunregistered user of the Site or App.  AUser must register on the Site and create an account (Account) to access some Services and features on the Site and theApp, including posting a Listing
(b)           Each User may only have one (1) Customer Account andone (1) Service Provider Account on the Site and App. We may at Our discretiondecide to introduce an approval process for Service Providers to have Accountson our Site or App.
(c)           Basic information is required when registering onthe Site or App for an Account.  EachUser is required to provide certain information including name, email address,and location and select a username and password.
(d)           Each User agrees to provide accurate, current andcomplete information during the registration process and to update suchinformation to keep it accurate, current and complete.  We reserve theright to suspend or terminate any User’s Account and his/her access to the Site,App and Services if any information provided to Us proves to be inaccurate, not current orincomplete.
(e)           To keep information secure and confidential, We useSSL Certificates to establish an encrypted link between a server and a User.  Users will be requested by Us to change their passwords at regular intervals.  Further information on the storage andsecurity of personal information can be found in our Privacy Policy and WebsiteTerms of Use.
(f)            It is the User’s responsibilityto keep its Account details, username and password confidential.  The User is liable for all activity on its Account,including purchases made using its Account details. The User agrees thatit will not disclose its password to any third party and that it will take soleresponsibility for any activities or actions under its Account, whether or not ithas authorised such activities or actions.
(g)           The User will immediately notify Us of anyunauthorised use of its Account.
(h)           At our absolute discretion, We may refuse to allowany person to register or create an Account.
 
4.             Users and User Profiles
(b)            Users who have created a Customer or a Service Provider Account arepermitted to create profiles. The User’s profilefor its use of the Site and App is created from the personal information itprovides to Us.
(c)            Each User acknowledges and agrees that it is responsible for its ownprofile.
(d)            Each User acknowledges and agrees that any communications enteredinto with another User is at his or her own risk.  We cannotguarantee that other Users have genuine intentions.
(e)            Each User should report to Us, any activities orrequests of Users which are, or which the User reasonably believes to be:
                                          i.        suspicious;
                                         ii.        inconsistent;
                                       iii.        illegal; or
                                        iv.        likely to have a negative effect on Our reputation,the Site, the App, Services and/or a User.
(f)             Each User acknowledges and agrees that while the Site and App allowsUsers to communicate with each other, Users are not permitted to share the contactinformation of other Users.
(g)            Each User represents and warrants that any content that it provides andprofile that it posts:
                                          i.        will not breach any agreements it has entered into withany third parties;
                                         ii.        will be in compliance with all applicable laws, taxrequirements, rules and regulations and licencing and insurance requirements thatmay apply to any User in its local area and country; and
                                       iii.        will not conflict with the rights of third parties.
(h)            For the avoidance of doubt, weassume no responsibility for a User’s compliance with any applicable laws,rules and regulations.
(i)             We reserve the right, at any timeand without prior notice, to remove or disable access to any Account and/or profileand/or Listing for any reason, including Accounts,feedback and/or profiles and/or Listings that We, at our sole discretion,consider to be objectionable for any reason, in violation of these Terms orotherwise harmful to the Site, the App or Services.
5.             Ratings and Reviews
(a)            Users may rate a Service Provider’sperformance of a service (Rating).  A Customer may also provide feedback to a ServiceProvider regarding a Service Provider’s services purchased by that Customer (Review).
(b)            Ratings and Reviews of a ServiceProvider can be viewed by any User. Ratings and Reviews will remain viewableuntil the relevant Service Provider’s Account, profile and Listing is removedor terminated.
(c)            A Customer must provide true, fairand accurate information in their Review.
(d)            If, in Our reasonable assessment,the Review is untrue, unfair, inaccurate, offensive or inappropriate, We maydelete the Review or ban the Customer from posting the Review. We do notundertake to review each Review made by a Customer.
(e)            Users must not post any Review thatis offensive, contains nudity or inappropriate language, contains racial orreligious ranting or discrimination or defames another User or profile;
(f)             To the fullest extent permitted bylaw, We are not responsible for the content of any Reviews.
6.              Forums
(a)            In the future, the Site and App may have a forum onwhich registered Users are able to communicate.
(b)            We ask Users to limit their discussions totopics which are relevant to the Site, App and Services.
(c)            We reserve the right to remove any posts byUsers which We, at its sole discretion, deem to be inappropriate.
(d)            Users acknowledge and agree that they are notpermitted to post posts which contain foul language, illegal material,defamatory comments, business advertisements, spam, religious debates, commentswhich incite fear, and/or any form of abuse, insults or personal attacks.
7.             Fees and Payments 
(a)            There are no registration or listing fees.
(b)            Customers agree to pay the relevant fees as specified on a Listingin the currency specified on the Site and App.
(c)            Goods and Services Tax (GST)will be charged where applicable. All prices are inclusive of GST.
(d)            Payments are made via a thirdparty payment processor (which may include Stripe and PayPal) in the amount andmanner as set on the Site and App.
(e)            In the future, We may offer subscriptions and fees relating tothese services will be as set out on our Site and App.
(f)             Customers must not pay, or attempt to pay,for an order through any fraudulent or unlawful means. If a payment is not ableto be successfully processed then a Booking Request may be cancelled and yourAccount may be deactivated.
(g)            If you are a Customer, you warrant thatthe credit card information you provide to us is true and complete, that youare authorised to use the credit card to make the payment, that your paymentwill be honoured by your card issuer, and that you will maintain sufficientfunds in your account to cover the purchase price.
(h)            Nothingprevents us from taking any action necessary to recover any unpaid purchase price.  Ifyou fail to pay, your information will be passed on for collection and or legalaction.  You acknowledge and agree that youare liable for and will pay all costs including debt collection, commission,solicitor’s fees and any out of pocket expense. If you at any time exceed our payment terms and as a result are passedon for collection and or legal action, we may place a default against you witha credit reporting agency.
(i)             We may from time to time change anyservice fees and the terms applying to their payment. Any change relating tothe service fees is immediately effective upon us publishing such change on theWebsite and App and be applicable for Listings listed after such change.
(j)             We may choose to temporarilymodify the Service fees, or the terms applying to their payment, in our solediscretion. Notification of temporary modifications will also be sent to ServiceProviders’ accounts.
(k)            To the extent permitted by law, allfees and charges payable to Us are non-cancellable and non-refundable.
8.             Offers and Promotions
(a)            We may, from time to time, makeoffers or promotions which may be applicable to the Services.
(b)            The conditions of such offers or promotionswill be specified on the Site or App.
(c)            The User acknowledges and agreesthat We may, at Our sole discretion, remove or extend any offers or promotionsand We will not be responsible or liable for any potential loss or damage whichthe User incurs as a result of the removal or extension of any offers orpromotions.
9.              Dispute Resolution
(a)           Byusing our Site, App and Services, each User agrees that any legal remedy orliability that he or she may seek to obtain for actions or omissions of a ServiceProvider, Customer, or other third party, will be limited to a claim againstthe Service Provider, Customer or other third party, who caused harm to him orher.  We encourage Users to communicate directly with therelevant Service Provider, Customer or third party to resolve any disputes.
(b)           If there are any complaints from a User against Us, We will aim to respond and provide a suitable solutionwithin 45 days.  If a User is notsatisfied with Ourresponse, the User and We agree to the following dispute resolutionprocedure:
                                          i.        The complainant must tell Us in writing, the natureof the dispute, what outcome the complainant wants and what action thecomplainant thinks will settle the dispute. The User and Us agree to meet in good faith to seek to resolve thedispute by agreement (Initial Meeting).
                                         ii.        If a resolution cannot be agreed upon at theInitial Meeting, either the User or Us may refer the matter to a mediator.  If the User and Us cannot agree on who themediator should be, the complainant will ask the Law Society of Victoria toappoint a mediator.  The mediator willdecide the time and place for mediation. Each party to the dispute must attend the mediation in good faith, toseek to resolve the dispute.
(c)           Anyattempts made by a party to resolve a dispute pursuant to this clause arewithout prejudice to other rights or entitlements of either party under theseTerms, by law or in equity.
10.          Cancellation of Registration
(a)           If aUser wishes to cancel its Account, it will need to do so by writing an email tothe address at the end of these Terms. Users can also deactivatetheir Account at any time via the Site or App.
(b)           Norefunds will be made upon cancellation.
11.          Consumer Guarantees
(a)            Certain legislation including the AustralianConsumer Law (ACL) in the Competition and Consumer Act 2010 (Cth),and similar consumer protection laws and regulations may confer the User withrights, warranties, guarantees and remedies relating to the provision ofServices by Us to the User which cannot be excluded, restricted or modified (Statutory Rights).
(b)            Nothing in these Terms excludes a User’sStatutory Rights as a consumer under the ACL. The User agrees that Our liability forServices provided to Users who are defined as consumers is governed solely bythe ACL and these Terms. 
(c)            We exclude all conditions and warranties implied bycustom, law or statute except for the User’s Statutory Rights. Except for the User’s Statutory Rights, all material and work is providedto the User without warranties of any kind, either express or implied, and Weexpressly disclaim all warranties of any kind including but not limited toimplied warranties of merchantability and fitness for a particular purpose.
12.          Refund Policy
Any cancellation, exchange or refund of a ServiceProvider’s service is strictly a matter between the Service Provider and the Customer.The terms and conditions agreed to between the Service Provider and Customershould be set out clearly in the Listing.
13.          Intellectual Property
(a)            All logos, slogans, content, designs, diagrams, drawings, graphics,images, layouts, appearance, videos, ideas, methods,databases, codes, algorithms, software, fees, pricing, notes, documents, domainnames, confidential information, copyright, rights in circuit layouts (orsimilar rights), registered or unregistered trade marks, trade names, patent,know-how, trade secrets and any other intellectual or industrial propertywhether such rights are capable of being registered or not, including but notlimited to copyright which subsists in all creative and literary worksdisplayed on the Site, the App and Services, the layout, appearance and look ofthe Site and App, together with any applications for registration and anyrights to registration or renewal of such rights anywhere in the world, whethercreated before or after the date of these Terms and whether used or contained in theSite or App is owned, controlled or licensed to Us (or its affiliates and/orthird party licensors as applicable) (collectivelyIntellectual Property).
(b)            TheUser agrees that, as between the User and Us, We own or hold therelevant licence to all Intellectual Property rights in the Site, the App and Services, and thatnothing in these Terms constitutes a transfer of any IntellectualProperty. The Intellectual Property, Site, App and Services areprotected by copyright, trademark, patent, trade secret, internationaltreaties, laws and other proprietary or industrial rights whether such rightsare capable of being registered or not, and also may have security componentsthat protect digital information only as authorised by Us or the ownerof the content.
(c)            Some Intellectual Property used in connection with the Site, App and Servicesare the trademarks of their respective owners (collectively Third Party Marks).
(d)            Our Intellectual Property and Third PartyMarks may not be copied, imitated or used, in whole or in part, without theprior written permission of Us or the applicable trademark holder orIntellectual Property owner.
(e)            Users of the Site or App do not obtain anyinterest or licence in the Intellectual Property orThird Party Marks. Users may not doanything which interferes with or breaches the Intellectual Property rights.
14.          User Licence
(a)            Subject to these Terms, Wegrant the User a personal, non-exclusive, non-transferable, non-sublicensable limitedand revocable licence to use the Site, App and Services for its own personaland/or non-commercial use only on a computer or mobile device owned orcontrolled by the User as permitted in accordance with these Terms (User Licence), and not to use the Site, Appand Services in any other way or forany other purpose, apart from local fair dealing legislation in accordance withthe Copyright Act 1968 (Cth). All other uses are prohibited without Our prior written consent.
(b)            The right to use the Site, App and Services islicensed to the User and not being sold to the User.  A User has no rights in the Site, App and Services otherthan to use it in accordance with these Terms.
(c)            This Agreement and User Licencegoverns any updates to, or supplements or replacements for the Site, App andServices, unless separate Terms accompany such updates, supplements orreplacements, in which case the separate Terms will apply.
15.          Permitted and Prohibited Conduct
(a)            The User will not remove, alter orobscure any copyright, trademark, service mark or other proprietary rightsnotices incorporated in or accompanying the Site, App and Services, orIntellectual Property.
(b)            TheUser is solely responsible for compliance with any and all laws, rules,regulations, including but not limited to tax obligations that may apply to itsuse of the Site, App and Services.
(c)            The User must not post, upload,publish, submit or transmit any content that:
                                          i.        infringes,misappropriates or violates a third party’s patent, copyright, trademark, tradesecret, moral rights or other intellectual property rights, or rights ofpublicity or privacy;
                                         ii.        is fraudulent, false,misleading or deceptive;
                                       iii.        denigrates Us, the Site, the App,Services, Service Providers, or Customers;
                                        iv.        violates, orencourages any conduct that would violate, any applicable law or regulation orwould give rise to civil liability;
                                         v.        is defamatory, obscene, pornographic, vulgar, offensive,promotes discrimination, bigotry, racism, hatred, harassment or harm againstany individual or group;
                                        vi.        is violent orthreatening or promotes violence or actions that are threatening to any otherperson; or
                                      vii.        promotes illegal orharmful activities or substances.
(d)            Inconnection with the User’s use of the Site, App and Services, the User may notand agrees that it will not:
                                          i.        use the Site, App or Services for any commercial orother purposes that are not expressly permitted by these Terms;
                                         ii.        register for more than one Account or register foran Account on behalf of another individual and/or entity;
                                       iii.        use the Services to find a Customer and thencomplete, or assist another individual to complete, a booking or transactionindependent of the Services in order to circumvent the obligation to pay anyfees related to Our provision of the Services;
                                        iv.        submit any false or misleading information;
                                         v.        as a Service Provider,offer any services that it does not intend to honour or cannot provide;
                                        vi.        violate any local, state, provincial, national, orother law or regulation, or any order of a court, including, withoutlimitation, zoning restrictions and tax regulations;
                                      vii.        copy, store or otherwise access any informationcontained on the Site, App and Services or content for purposes not expresslypermitted by these Terms;
                                     viii.        infringe the rights of any person or entity,including without limitation, their intellectual property, privacy, publicityor contractual rights;
                                        ix.        use the Site, App or Services to transmit,distribute, post or submit any information concerning any other person orentity, including without limitation, photographs of others without theirpermission, personal contact information or credit, debit, calling card oraccount numbers;
                                         x.        use the Site, App or Services in connection withthe distribution of unsolicited commercial email, i.e. spam or advertisements;
                                        xi.        stalk or harass any other user of the Services orcollect or store any personally identifiable information about any other userother than for purposes of transacting as a User on the Site or App;
                                      xii.        use, display, mirror or frame the Site or App, orany individual element within the Site or App, Services, Our name, any Ourtrademark, logo or other Intellectual Property, information, or the layout anddesign of any page or form contained on a page, without Our express writtenconsent; or 
                                     xiii.        advocate, encourage, or assist any third party indoing any of the foregoing.
16.          User Content
(a)            Users are permitted to post, upload, publish, submit or transmit relevant informationand content (User Content).  By making available any User Content or anyIntellectual Property on or through the Site, App and Services, the User grantsto Us a worldwide, irrevocable, perpetual, non-exclusive, transferable,royalty-free licence to use the User Content and Intellectual Property, withthe right to use, view, copy, adapt, modify, distribute, license, sell,transfer, publicly display, publicly perform, transmit, stream, broadcast,access, or otherwise exploit such User Content and Intellectual Property on,through, or by means of the Site, App and Services.
(b)            The User agrees that it is solely responsible for all User Content andIntellectual Property that it makes available through the Site, App andServices.  The User represents andwarrants that:
                                          i.        it is either the sole and exclusive owner of allUser Content and Intellectual Property that it makes available through the Site,App and Services, or that it has all rights, licences, consents and releasesthat are necessary to grant to Us the rights in such User Content orIntellectual Property, as contemplated under these Terms; and
                                         ii.        neither the User Content nor the posting,uploading, publication, submission or transmittal of the User Content or Ouruse of the User Content (or any portion thereof) on, through or by means of theSite, App and the Services will infringe, misappropriate or violate a thirdparty’s patent, copyright, trademark, trade secret, moral rights or other IntellectualProperty rights, or rights of publicity or privacy, or result in the violationof any applicable law or regulation.
(c)            We may at its sole discretion remove any User Content that isoffensive or in breach of these Terms.
17.          Disclaimers
(a)            Wedo not guarantee that Service Provider’s services will be requested by any Customers, nor do Weguarantee that Customers will be able to find desirable Service Provider services.
(b)            We do not endorse any Service Provider, Customer,profile or Service Provider services. We require Service Providers and Customersto confirm that they have provided accurate information.  
(c)            We cannot and do not control the content contained in any profilesor the condition, legality or suitability of any Service Provider services. Customersare responsible for determining the identity and suitability of the ServiceProvider that they contact via the Services and the Service Provider services.
(d)            We accept no responsibility forand make no representations or warranties to the User or to any other person orentity as to the reliability, accuracy or completeness of the informationcontained on the Site or the App.  To theextent permitted by law, We disclaim any and all liability related to any and all ServiceProviders, Customers and profiles.
(e)            We will not be liable for any content that is, or could be, defamatory, obscene,pornographic, vulgar, offensive, or promotes discrimination, bigotry, racism,hatred, harassment or harm against any individual or group.
(f)             For the avoidance of doubt, We are not responsible for any duties,fees, taxation, visa or immigration matters associated under these Terms.  We advise that all Users using the Site, Appand Services should seek advice in relation to these matters.
(g)            Each Service Provider and Customer who uses the Site, App and theServices does so at their own risk.
(h)            We exclude all express and implied conditions and warranties, exceptfor the User’s Statutory Rights, to the fullest extent permitted by law, including but not limited to:
                                          i.        We do not warrant that the Site, the App, theServices, content on the Site or App (including pictures, videos, sound clips,resumes, links etc.), or the User’s access to the Site, the App or the Serviceswill be error free, that any defects will be corrected or that the Site, the Appor the server which stores and transmits material to the User is free ofviruses or any other harmful components;
                                         ii.        We take no responsibility for, and will not beliable for, the Site, the App, the Services, the Service Providers, the Customersand the Service Provider services being unavailable, of a particular standardof workmanship, failing to meet the Listing description, failing to meet theUser’s needs, or being of less than merchantable quality; and
                                       iii.        To the extent permitted by law, We will not beliable for any loss, damage, costs or expense whether direct, indirect, incidental,special, consequential and/or incidental, including lost profits, loss of dataor loss of goodwill, service interruption, computer damage or system failure orthe cost of substitute services, or for any damages for personal, bodily injury,death or emotional distress, loss of revenue, production, opportunity, accessto markets, goodwill, reputation, use or any indirect, remote, abnormal orunforeseeable loss, or any loss or damage relating to business interruption,loss of programs or other data on the User’s information systems or costs ofreplacement goods, or otherwise, suffered by the User or claims made againstthe User, arising out of or in connection with the Site, the App, Services, contenton the Site or App, inability to access or use the Site, the App, the Services,any profile, the Service Provider services or the Terms, even if We wereexpressly advised of the likelihood of such loss or damage.
(i)             The User agrees not to attemptto impose liability on, or seek any legal remedy from Us with respect to suchactions or omissions.
18.          Limitation of Liability
(a)    To maximumthe extent permitted by law, Our total liability arising out of or inconnection with the Site, the Services or these Terms, howsoever arising,including under contract, tort, negligence, in equity, under statute orotherwise, is limited to Us re-supplying the Services to You, or, at Ouroption, refunding to You the amount that You paid for the use of the Site or theServices to which Your claim relates.
(b)            The limitations of damages set forth above arefundamental elements of the basis of the bargain between Us and the User.  
(c)            This limitation of liabilityreflects the allocation of risk between the parties.  The limitations specified in this section willsurvive and apply even if any limited remedy specified in these Terms is foundto have failed of its essential purpose. The limitations of liability providedin these Terms inure to the benefit of Us.
19.          Indemnity
(a)            EachUser agrees to defend and indemnify and hold We (and Our parent,related bodies corporate, officers, directors, contractors, employeesand agents) harmless from and against any claims, actions, suits,demands, damages, liabilities, costs or expenses (including legal costs and expenses on a fullindemnity basis), including in tort,contract or negligence, arising out of or connected to the User’s use of or accessto the Services; any breach by the User of these Terms; any wilful, unlawful or negligentact or omission by the User; and any violation by theUser of any applicable laws or the rights of any third party
(b)           We reserve the right to assume the exclusive defence and control ofany matter otherwise subject to indemnification by the User, in which event theUser will cooperate in asserting any available defences.
(c)  This defence andindemnification obligation will survive these Terms and the User’s use of theSite, App or Services.
20.          General
(a)            Accuracy: While We will endeavour to keep the information upto date and correct, We make no representations, warranties or guarantee,express or implied, about the completeness, accuracy, reliability, suitabilityor availability of any information, images, products, services, or relatedgraphics contained on the Site or App for any particular purpose.  The User hereby acknowledges that suchinformation and materials may contain mistakes, inaccuracies or errors and Weexpressly exclude any liability for such to the fullest extent permissible bylaw.
(b)            Termination: We reservethe right to refuse supply of the Services required by any User, terminate anyUser’s Account, terminate its contract with any User, and remove or editcontent on the Site or App, if the User commits a non-remediable breach or aremediable breach that is not remedied within 5 days, in its sole discretion. IfWe decide to terminate a User’s Account, with or without notice to the User, theUser’s Account will be deactivated, its password will be disabled and it willnot be able to access the Site, App, Services, its Account or its User Content. 
(c)            Fraudulent Activities: Each User acknowledges and agrees that, inthe event We reasonably suspect that there are fraudulent activities occurringwithin the Site, App and Services, We reserve the right to immediatelyterminate any Accounts involved in such activities, contact the relevantauthorities and provide all necessary information to assist in proceedings andinvestigations.
(d)            Force Majeure: We will not be liable for any delayor failure to perform its obligations under the Terms if such delay is due to any circumstance beyond itsreasonable control.
(e)            Notice: Any notice in connection with the Terms will bedeemed to have been duly given when made in writing and delivered or sent byemail or post to the party to whom such notice is intended to be given or tosuch other address or email address as may from time to time be notified inwriting to the other party.
(f)             Waiver: Any failure by a party to insist upon strictperformance by the other of any provision in the Terms will not be taken to bea waiver of any existing or future rights in relation to the provision. No waiver by Us of any of the Terms shall beeffective unless We expressly state that it is a waiver and We communicate itto the User in writing.
(g)            Assignment: A User must not assign any rights and obligationsunder the Terms whether in whole or in part without Our prior written consent. These Terms, and any rights and licencesgranted hereunder, may be assigned by Us without restriction.
(h)            Severability: If any of theTerms are determined by any competent authority to be invalid, unlawful orunenforceable to any extent, such terms, conditions or provisions will to thatextent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
(i)             Jurisdiction and Applicable Law: TheseTerms, use of this Site, the App, the Services and any dispute arising out ofany User’s use of the Site, App or Services is subject to the laws of Victoria,Australia, and subject to the exclusive jurisdiction of the courts of Victoria.The Site and App may be accessed throughout Australia and overseas.  We make no representation that the content ofthe Site and App complies with the laws (including intellectual property laws)of any country outside Australia.  If aUser accesses the Site or App from outside Australia, it does so at its ownrisk and are responsible for complying with the laws in the place where he/sheaccesses the Site or App.
(j)             EntireAgreement: These Termsand any document expressly referred to in them represent the entire agreementbetween Us and each User, and supersede any prior agreement, understanding orarrangement between Us and each User, whether oral or in writing.

17.          Processing Customer Donations To Charity

(a)    Kinly allows Users to donate to, and raise funds for, selected charities associated with us. Each charity has authorised us to collect your donations on its behalf, and have accepted the terms and conditions policy for use of our website. Information regarding each charity associated with us is available on our site www.web.kinly.co/impact

(b) Other than these website terms and conditions, Kinly makes no agreement with any donor or general user of our site and Kinly does not act for or on behalf of any person other than those charities and organisations who are associated with us.

(c)  When you donate via Kinly we  may  process your donation on behalf of your chosen charity. Prior to confirming your donation, you will be presented with a display of your proposed donation before it is processed. Please check this page thoroughly to ensure that details relating to your donation have been entered correctly. Once you have approved your donation (making the necessary corrections in case of errors), Kinly processes your payment and collects the donation on behalf of your chosen charity before passing your donation on to that charity each month. We, or your selected charity, may use a third party to process your donation and the relevant third party may require you to comply with additional terms and conditions for the purpose of processing your donation.

(d) Kinly has no control over how your donations will be used by the charity you donate to. If you wish that your donations be used towards a particular purpose then it is your responsibility to contact the charity directly to ensure that this occurs to your satisfaction.

(e) Where Kinly process donations on behalf of a charity, it is charged a transaction fee, as agreed with the charity, which covers the credit and debit card fees associated with processing online transactions. This fee is calculated as a percentage of the value of the donation after the add-on is added. In such cases, Kinly holds the charity’s donations in our account and passes those donations on every month, making up the difference of the transaction fee deducted so your donations are passed on in their entirety. 

 (f) By donating money through the Services, you represent and warrant that any donation you make is legal in your jurisdiction and that you are authorized to use the payment method you have selected. Each donor agrees and acknowledges that: (a) all donations to charities are made as unrestricted gifts and may not be restricted to any particular purpose; (b) designated donations and registration fees and transaction fees will be charged to the credit or debit card or other payment method you use through PayPal or Stripe and Kinly does not collect or store your credit card information; (c) all donations are final and non-refundable; 

Kinly makes no representation as to whether all or any portion of your Donations, including, if any, transaction fees, are tax deductible or eligible for tax credits. Kinly will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any donation by you, any Kinly User or any Charity. You should consult your tax advisor as to the amount of your donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction,

 Donors shall provide Kinly with such information as is required to enable the issuing of an official donation receipt. Donor acknowledges and agrees that, in accordance with the Privacy Policy, certain of Donor’s personal information will be shared with the Charity to which such Donor makes a donation and may be used by such Charity in accordance with the Charity’s Privacy Policy. Kinly is not responsible, and shall not be liable, for any Charity’s use of any Donor information.

   

Forquestions and notices, please contact:

Kinly Pty Ltd ACN 620 430953
435Nepean Highway, Frankston, Vic, 3199
Email:people@kinly.co

Last update:        May 2019