These Terms of Service form an agreement (Agreement) between NEUTOPIA PTY LTD, ACN 167 226 977 (Neutopia) and the User (User or You, where implied by context).
Create, manage and join events relevant to users of a Stream.
The Site may present users with advertising or promotion of products relevant to a Stream.
The Site is available through the URL http://www.neutopia.co (or other domain as used by Neutopia from time-to-time).
Your license to access the Site as a User shall be ongoing unless terminated by Neutopia in accordance with these Terms.
LIMITATION ON USE
Neutopia may limit or restrict access to the Site from time-to-time on any basis as it sees fit, including (but not limited to):
Age & Capacity. Visitors under the age of 18 must not use the Site without their parent or guardian’s consent;
Location. Neutopia may restrict access to the Site from any location;
Certification of Identity. Neutopia may restrict access to the Site where it cannot, in its absolute discretion, verify the User’s identity. Additionally Neutopia may restrict access if you:
Use another person’s name, username or password without permission;
Collect or store personal data about other users;
Impersonate or otherwise misrepresent your identity, age or affiliation with any other person or entity;
Use of Content: Neutopia may restrict access to the Site, or hold you liable if you download or post any material that you know, or ought to know cannot be legally distributed;
Hacking: Neutopia may restrict access to the Site, or hold you liable if you:
Tamper with, hinder the operation of, or make unauthorised modifications to the Site; or
Knowingly transmit any virus or other disabling feature to the Site.
REGISTRATION & VERIFICATION
Some sections and services of Site are only accessible to registered users. A user of the Site must register as a User; and
Until registration as a User is confirmed by Neutopia you are not granted a license to access the additional features of the site offered to registered Users.
By registering as a User you warrant to Neutopia that you have the authority to do so.
The User may be required to verify their identity by (without limitation) email, telephone, residential or business address, social media, referrals, references and/or formal photographic identification. You agree to provide Neutopia with all necessary verifications we require to provide you with access to the Services.
ACCOUNT ACCESS USING THIRD PARTY SERVICES
Registration & Login.
You may be able to register for as a User, and access the Services, by using your account with certain third party services (“TPS ”) (e.g, Facebook, Twitter etc.);
As part of the functionality of the Site you may connect your profile with a TPS by:
Providing your TPS login information to Neutopia through the Site; or
Allowing Neutopia to access your TPS in accordance with its terms & conditions of service; and
When connecting to the Site using a TPS you warrant that you are not in breach any of its terms & conditions of service.
You agree that User access to the Site may be unavailable if the TPS becomes unavailable, and that you may lose functionality or content that is shared between the TPS and the Site;
You may disconnect the connection between the Site and the TPS at any time.
Neutopia has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
Data from TPS.
Where you connect and or register you profile using a TPS, you authorise us to use data from that TPS to create your profile on the Site.
USE AND CONTENT
You understand and agree that:
Content is the sole responsibility of the person or entity that contributed the content to the Site by uploading or otherwise posting, inserting or providing it.
You use the Site at your own risk (including obtaining and using any information, products and services) and agree that by using the Site you may be exposed to Content that you may find offensive, indecent or objectionable.
To the extent permitted by law, under no circumstances will Neutopia be liable in any way for any Content, including but not limited to:
Errors or omissions in any Content;
Editing, restricting or removing Content; or
Loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Site.
If you upload or otherwise post insert or provide any User Content to the Site in the course of accessing or using the Site, you agree that such User Content will be available to Neutopia to use (or remove or alter) in any manner it thinks fit, subject to applicable provisions of any legislation including, without limitation, privacy legislation.
You agree that you will not upload or otherwise post, insert or provide any Content which:
Is defamatory, fraudulent, unlawful, threatening, intimidating, harassing, harmful, hateful, abusive, tortious, vulgar, obscene, invasive of another's privacy, sexist, racist, homophobic, violent, degrading;
Infringes the intellectual or other proprietary interests of third parties;
Impersonates another person or entity, attempts to solicit personal information from another user, contains sexually explicit language or images, advertises or promotes the sale of products or services such as firearms, tobacco or alcohol, adult products and services and any other products or services Neutopia considers to be inappropriate;
Contains spam, chain letters, pyramid and other such selling and marketing schemes, computer viruses, computer code, files or programs or other harmful components that are designed to interrupt, destroy, change or limit the functionality of the Site or any other computer software, hardware or other electronic equipment, information which in any way impinges on another user's use or enjoyment of the Site or otherwise breaches or encourages other users to breach these Terms and Conditions of Use;
Violates any law, statute or regulation;
Forges information to disguise the origin of any Content; or
Encourages or incites any other person to engage in any of the above behaviour.
Neutopia accepts no responsibility of any kind for an event that is organised through the Site.
LINKS AND ADVERTISING
The Site and Services may contain links to third party websites. The inclusion of a link does not imply that Neutopia endorses, has investigated or verified the linked websites. Neutopia makes no warranty or representation concerning these links or the linked websites and you acknowledge that:
Neutopia is not responsible for the functionality of linked websites;
The security of linked websites;
The reliability or accuracy of the information contained on linked websites;
The Site and Services may contain advertisements for third parties’ goods and/or services. The third party advertisers are responsible for the accuracy of all representations made in those advertisements.
Neutopia does not recommend or endorse the goods or services that may be advertised on the Site, nor do they offer the goods or services for sale or make any other representation whatsoever about them. If you choose to purchase a product or service advertised by a third party on the Site, you do so at your own risk.
All prices displayed, and products and services advertised on the Site can be changed without notice.
Either party may end this Agreement at any time by written notice in accordance with these Terms.
Governing Law. New South Wales, Australia.
Reference City. Sydney, NSW.
The User wishes to access services provided by Neutopia.
The terms and conditions in this Agreement govern the provision of the Services to the User by Neutopia.
The following definitions apply in this document:
ABN means Australian Business Number.
ACN means Australian Company Number.
Agreement means the agreement formed by these Terms & Conditions.
Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the Reference City set out in item I of the Particulars.
Commencement Date means the date the User accepts these Terms & Conditions.
Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:
all technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;
all business and marketing plans and projections, details of agreements and arrangements with third parties, and User and supplier information and lists;
all financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;
all information concerning any employee, User, contractor, supplier or agent of the relevant party;
the party's policies and procedures; and
all information contained in this document,
but excludes information that the other party can establish:
is known by or is in the other party's possession or control other than through a breach of this document and is not subject to any obligation of confidence; or
is in the public domain other than by a breach of this document or any obligations of confidence.
Content means information, data, text, software, music, sound, photographs, graphics, video, messages and other matter of any kind accessible on the Site.
Corporations Act means the Corporations Act 2001 (Cth).
Fees & Charges means the fees and charges as set out in the Particulars.
General Conditions means the terms and conditions set out in the section of this Agreement entitled “General Conditions”.
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
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;
Particulars means this Agreement’s details and variables set out in the section of this Agreement entitled “Important Terms”.
Privacy Act means the Privacy Act 1989 (Cth).
Services means Neutopia Services that are accessible via the Site.
Special Conditions means any special conditions to this Agreement made pursuant to these Terms & Conditions.
Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
User means any person that uses the Services.
Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:
The singular includes the plural and the opposite also applies.
If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
A reference to a clause refers to clauses in this Agreement.
A reference to legislation is to that legislation as amended, reenacted or replaced, and includes any subordinate legislation issued under it.
Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
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).
A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
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.
A reference to dollars or $ is to an amount in Australian currency.
The User agrees to abide by the terms of this Agreement in its:
Use of the Site; and
Access to the Services
Where the User does not accept the terms and conditions of this Agreement, the User must immediately cease using the Services.
This Agreement may be updated by Neutopia at its absolute discretion from time-to-time, and unless stated otherwise by Neutopia in writing, such updates shall come into effect for use of the Services at the beginning of the next calendar month.
By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable license to access and use the Services for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
Neutopia may issue the license to the User on the further terms or limitations as it sees fit.
Neutopia may revoke or suspend the User’s license(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. Neutopia will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.
The User agrees that it shall only use the Services 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 Neutopia in its discretion.
By accepting the terms of this Agreement the User agrees that Neutopia shall provide access to the Services to the best of its abilities, however it accepts no responsibility for ongoing access to the Services.
Security Neutopia takes the security of the Services 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 Neutopia’s systems or the information on them.
Transmission Neutopia 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.
Trademarks. Neutopia has moral & registered rights in its trademarks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of Neutopia.
Proprietary Information. The Services (and in particular the Site) may use and incorporate software and other proprietary systems and Intellectual Property for which Neutopia 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 the Services.
Services. The User agrees and accepts that the Services are the Intellectual Property of Neutopia and the User further warrants that by using the Services the User will not:
copy the Services or the services that it provides for the User’s own commercial purposes; and
directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Services or any documentation associated with it.
Content. All content associated with Services remains the Intellectual Property of Neutopia, including (without limitation) any source code, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Services.
The information and classes of information set out in the Particulars are Confidential Information for the purposes of this Agreement. In default, information relating to the business operations, personal information and other information that should be confidential is Confidential Information.
Each party acknowledges and agrees that:
the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
it owes an obligation of confidence to the Discloser concerning the Confidential Information;
it must not disclose the Confidential Information to a third party except as permitted in this Agreement;
all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
any actual, suspected, likely or threatened breach by it of clause 12.1;
any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential
The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
any actual, suspected, likely or threatened breach of a term of this Agreement; or
any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
LIABILITY & INDEMNITY
The User agrees that it uses the Site at its own risk.
The User acknowledges that Neutopia is not responsible for the conduct or activities of any user and that Neutopia is not liable for such under any circumstances.
The User agrees to indemnify Neutopia for any loss, damage, cost or expense that Neutopia may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Services, including any breach by the User of these Terms.
In no circumstances will Neutopia be liable for any direct, incidental, consequential or indirect damages, 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 the Services or any content, or in any way relating to an experience itself (or the provision or non-provision of an experience), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not Neutopia knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.
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, Neutopia and Neutopia’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, Neutopia’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at Neutopia’s option to:
the re-supply of services or payment of the cost of re-supply of services; or
the replacement or repair of goods or payment of the cost of replacement or repair.
Where Neutopia does not have a relevant dispute resolution policy for a type of dispute, the following process shall apply:
Negotiation If there is a dispute between the parties relating to or arising out of this Agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or if discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;
Mediation If the dispute between the parties relating to or arising out of this Agreement is not resolved within five Business Days of notification of the dispute under Clause (a), the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution;
Arbitration If the dispute between the parties relating to or arising out of this Agreement is not settled by mediation under Clause (b), either party may by written notice to the other refer the dispute to arbitration administered by the Institute of Arbitrators Australia. The arbitrator will be agreed between the parties from a panel suggested by the President of the Institute of Arbitrators Australia or failing Agreement, an arbitrator will be appointed by the President of the Institute of Arbitrators Australia; and
Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause 14.1 unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that damages are inadequate to compensate.
ELECTRONIC COMMUNICATION, AMENDMENT AND ASSIGNMENT
The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
Each party to this Agreement agrees to the clauses in the Particulars and the Special Conditions. The Particulars, Special Conditions and the General Conditions form a single legal agreement. To the extent that the Particulars or the Special Conditions are inconsistent with the General Conditions, the terms of the Particulars will prevail. To the extent that the Special Conditions are inconsistent with the Particulars, the Special Conditions will prevail.
The User can direct notices, enquiries, complaints and so forth to Neutopia as set out in this Agreement. Neutopia will notify the User of a change of details from time-to-time.
Neutopia will send the User notices and other correspondence to the details that the User submits to Neutopia, or that the User notifies Neutopia of from time-to-time. It is the User’s responsibility to update its contact details as they change.
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.
Notices must be sent to the parties’ contact details as specified in item A of the Particulars.
Neutopia may assign its interest in this Agreement to a third party by providing you with written notice of such assignment.
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.
Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
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.
Governing Law. This Agreement is governed by the laws of the state set out in item I of the Particulars. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
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.
END GENERAL CONDITIONS