Terms of Use

These Terms of Use, including any schedules and/or proposal, form a legal agreement between you and Inclusable Pty Ltd ACN 689 550 043 of 69 King Street, Warners Bay NSW 2282 (Inclusable) (together, the Agreement).

You accept this Agreement by accessing or otherwise using the Services, including by creating an account. If you do not agree with these terms, or do not understand any part of this Agreement, do not access or otherwise use the Services.

Access to the Services must not be sold, transferred or further distributed except as authorised by Inclusable.

The Services may include, be bundled with, or require access to other software licensed under different terms and/or by a vendor other than Inclusable. Use of any software accompanied by a separate licence agreement will be governed by that separate agreement. Any third-party software used with the Services is included for use at your option. Inclusable is not responsible for any third party’s software and has no liability for your use of it.

Where the following words are not already defined in another part of this Agreement:

• Services means the Inclusable website at inclusable.com.au and the Inclusable platform, and includes any updates or new versions made by Inclusable from time to time.
• Commencement Date means the date of acceptance in accordance with clause 1.
• Confidential Information means the content of this Agreement, any information of a party marked confidential, and any information that is by its nature confidential.
• Data means any information contained on the Services from time to time, which may include personal or private information.
• Fees means any fees payable by you to Inclusable in connection with the Services (for example, ticketing fees), as described and calculated at the point of purchase in the Payment Portal.
• GST has the same meaning given by the GST Act.
• GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Intellectual Property Rights means: (a) all intellectual property rights at any time protected by statute or common law, including patents, copyright and any registered intellectual property rights, registered designs, trademarks, Source Code, and goodwill; and (b) any application or right to apply for registration of any of these rights.
• Payment Portal means the third-party payment facility, Stripe, used by Inclusable to process payments from time to time.
• Source Code means computer programs in un-compiled, human-readable format which comprise the Services.
• You or your means any user(s) of the Services permitted by Inclusable from time to time.

You may need to register for an account to access certain features of the Services. You are not authorised to create an account or use those features unless all of the following are true, and by using them you represent and warrant that you:

• are at least 16 years old;
• have not committed or been convicted of any serious crime involving violence or a threat of violence; and
• have not previously been removed or suspended from the Services and/or any other apps or social media platforms due to inappropriate behaviour.

You can create an account through the Inclusable app (available via the Apple App Store or Google Play Store) or, where offered, on the website.

You can create an account using your Apple ID, Google account, Facebook account or email login details. If you create an account using your Facebook login details, you authorise Inclusable to access, display and use certain information from your Facebook account, including but not limited to your public Facebook profile.

You are responsible for maintaining the confidentiality of the login credentials you use to sign up, and you are solely responsible for all activities that occur under those credentials. If you believe someone has gained access to your account, please contact us immediately at hello@inclusable.com.au.

The Services are free to browse.

Where you purchase tickets or pay any Fees through the Services, payment is processed by the Payment Portal (Stripe). You acknowledge and agree to the terms and conditions of service of Stripe and any other applicable payment provider, which can be found on their respective websites.

Where tickets are sold through the Services, the purchase is between you and the event organiser. Ticket prices, booking fees and any refund arrangements are set by the organiser and by law, and any additional terms shown at the time of purchase also apply.

Fees are inclusive of GST where applicable.

If you fail to pay any amount owing under this Agreement by the due date, Inclusable may suspend access to the relevant paid feature until payment has been made in full or the Agreement has been terminated. Any paid subscription offered through the Inclusable app is governed by the app’s terms.

This Agreement commences on the Commencement Date and continues until terminated in accordance with its terms.

Without limiting any other provision of this Agreement, Inclusable reserves the right to investigate, suspend and/or terminate your account or access without a refund of any Fees if you have violated this Agreement, misused the Services, received substantiated complaints (as determined by Inclusable, acting reasonably), or behaved in a way that Inclusable regards as inappropriate or unlawful, including actions or communications that occur on or off the Services.

On termination for whatever reason, all your rights to use the Services cease.

Inclusable is authorised to grant rights in the Services as set out in this Agreement. Inclusable grants you a non-exclusive and non-transferable right to access and use the Services in accordance with this Agreement. Subject to you complying with your obligations under this Agreement, Inclusable will allow you to access and use the Services.

You must use the Services strictly in accordance with this Agreement.

You are responsible for protecting your account from unauthorised access or use, including ensuring your login details are kept secret and are altered frequently. Inclusable will otherwise make every effort to safeguard the Services from external threats such as hacking and viruses; however, you acknowledge that Inclusable cannot guarantee the absolute security of the Services.

You agree to:

• comply with this Agreement;
• comply with all applicable laws, including without limitation privacy laws, intellectual property laws, anti-spam laws, and regulatory requirements;
• immediately notify Inclusable of any circumstances that may be a breach of this Agreement;
• use the latest version of the Services;
• be respectful when communicating with any of our customer care representatives or other employees of Inclusable; and
• maintain a strong password and take reasonable measures to protect your login information.

You agree that you will not:

• use the Services in a way that interferes with, disrupts or negatively affects them;
• solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users, or disseminate another person’s personal information without their permission;
• use another user’s account;
• provide your login details and passwords for the Services to any other person;
• without Inclusable’s written permission, use the name, any trademark or logo associated with the Services or Inclusable;
• upload any harmful or discriminatory content to the Services;
• disclose private or proprietary information that you do not have the right to disclose; and
• create a new account after we suspend or terminate your account, unless you receive Inclusable’s express permission.

Inclusable will collect Data (via the Services) on the basis of documents and/or information provided by you and other users. Inclusable does not (and cannot) verify or warrant the validity or accuracy of such information.

Inclusable will monitor the Services for any content posted by users that may breach this Agreement. Inclusable reserves the right to delete any content (in whole or in part) that in Inclusable’s sole opinion violates this Agreement, is incorrect, or may harm others and/or the reputation of Inclusable. Although Inclusable reserves this right, such content is the sole responsibility of the user who posts it, and Inclusable cannot guarantee that all content will comply with this Agreement.

If you see content on the Services that violates this Agreement, please report it via the Services or email us at hello@inclusable.com.au.

Inclusable continually monitors the Services and applies fixes as the need arises, prioritising them in a way that in Inclusable’s reasonable opinion has the least impact on the Services and their users.

Inclusable cannot guarantee the Services will be available at all times. Inclusable may experience hardware, software or other problems, or need to perform maintenance, resulting in interruptions, delays or errors. Inclusable reserves the right to change, revise, update, suspend, discontinue or otherwise modify the Services at any time or for any reason without notice to you.

You agree that Inclusable has no liability whatsoever for any loss, damage or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance. Nothing in this Agreement obligates Inclusable to maintain and support the Services or to supply any corrections, updates or releases.

All rights, title and ownership in the Services (including all Intellectual Property Rights contained within the Services, but excluding the Data you upload) vest at all times with Inclusable (including without limitation any modifications or developments made either by Inclusable or by you, with or without Inclusable’s consent).

Nothing in this Agreement grants you ownership of the Services or any rights other than those expressly granted in clause 7. You must not remove or alter any logo, copyright or other proprietary notices, symbols or labels appearing in the Services. Risk of use of, or damage to, the Services passes to you on and from commencement of first use.

Except as expressly provided in this Agreement and to the extent permitted by law, liability for all representations and warranties, whether implied, express or otherwise, is excluded. Except as expressly warranted, Inclusable does not warrant or make any representations:

• that the Services are of merchantable quality, suitable for your use, or fit for any purpose;
• that operation of the Services will be uninterrupted or that the Services are error-free;
• regarding the results of any use of the whole or any part of the Services;
• as to the accuracy, reliability or content of any data or information on the Services posted by other users or providers, including (without limitation) the accessibility of any venues or events; or
• regarding any services or goods advertised or otherwise obtained through the use of the whole or any part of the Services.

You are responsible for determining that the Services are suitable for your own use or purpose.

You assume all risk for any loss or damage resulting directly or indirectly from your use of or inability to use the Services.

To the extent permitted by law, Inclusable will not be liable to you for any consequential, indirect, exemplary or punitive damage (including, but not limited to, loss of actual or anticipated profits or revenues, loss by reason of shutdown or non-operation, increased cost of borrowing, capital or financing, or loss of use or productivity), whether caused by or in relation to breach of contract, warranty, tort, product liability, contribution or strict liability, and whether arising under this Agreement, at law or in equity.

The above does not apply to Inclusable’s liability in respect of fraud or wilful misconduct, or liability for infringement of Intellectual Property Rights.

To the extent permitted by law, Inclusable’s aggregate liability for any claims made under or in connection with this Agreement will be limited to the total Fees paid by you to Inclusable for access to the Services over the preceding 12-month period.

Where any statute or law implies warranties or conditions into this Agreement that cannot be lawfully modified or excluded (a Non-excludable Condition), this Agreement will be read subject to such Non-excludable Condition. Where permitted, Inclusable limits its liability for breach of such a Non-excludable Condition to re-supplying access to the Services or paying for the re-supply.

Each party (Indemnifier) indemnifies the other party against all liability, loss, cost or damage caused by any of the following: (a) breach by the Indemnifier of this Agreement; (b) any claims arising out of or related to injury to or death of any person, or loss of or damage to any tangible property, arising out of or related to this Agreement and caused by the Indemnifier’s acts or omissions; and (c) any claim by a third party arising out of or related to the Indemnifier’s wilful, negligent or unlawful act or omission — provided that the Indemnifier’s liability under this clause is reduced proportionately to the extent that any negligent act or omission of the other party contributed to the liability.

You acknowledge that the Data contains information protected under the Privacy Act 1988 (Cth) (Privacy Act), and Inclusable agrees to protect and deal with the Data only in accordance with the Privacy Act. Inclusable will otherwise treat any Data in its control in accordance with its Privacy Policy, available on our website.

Inclusable owns the Intellectual Property Rights in, or holds an exclusive licence to deal in, the Services, including any developments or customisation made at your specific request. Where Inclusable holds an exclusive licence, it also holds on trust for the owner any rights to enforce this Agreement for the protection of those rights.

In consideration for your compliance with this Agreement, Inclusable grants you access to and use of the Services. You agree:

• not to decompile, copy, disassemble, reverse engineer or otherwise attempt to derive or use the Source Code from the Services or any part of them;
• not to copy, or engage any third party to copy, the functional operation of the Services, including without limitation the “look and feel” of the user interface, the logical sequence of operations and commands, and the on-screen graphic style, colours and content;
• not to sell, rent, lease, licence, display, time-share or otherwise transfer any part of the Services to, or permit their use by, any third party;
• to preserve the confidential nature of the Confidential Information (including Intellectual Property Rights contained within the Services), and to use reasonable care to prevent the unauthorised use, copying, publication or dissemination of any part of the Services and/or Inclusable’s Confidential Information;
• not to alter, enhance, adapt, develop or modify any part of the Services, or attempt to do so, or procure a third party to do so;
• not to knowingly disclose or grant access to the Services or any part of them to any third party who may contravene the sub-clauses above; and
• not to permit or allow any third party to do anything which, if committed by you, would be a breach of the sub-clauses above.

This Agreement does not transfer to you any right, title or interest in the Services, any customisation or development undertaken at your request, the Source Code, or any supporting documentation. Any Intellectual Property Rights existing in the Services (including any modifications, enhancements or developments, whether or not made by you or at your request) remain at all times vested in Inclusable.

Inclusable reserves the right to develop software separate to the Services. Any new software may use technologies in addition to current technologies, and additional fees may apply for new functionality or modules should you wish to upgrade. Should you wish to use services and features not included in this Agreement, Inclusable may agree in writing to provide them on commercial terms.

A party will not, without the prior written approval of the other party, disclose the other party’s Confidential Information.

A party will not be in breach of this clause where it is legally compelled to disclose the other party’s Confidential Information.

Each party will take all reasonable steps to ensure that its employees, agents and any subcontractors engaged for the purposes of this Agreement do not make public or disclose the other party’s Confidential Information.

Despite the above, a party may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

A Force Majeure event means anything outside the reasonable control of a party, including but not limited to: power, data or communication outages; acts of God or the public enemy, national emergencies, radioactive contamination, insurrection, riot, hostile or warlike action or sabotage; a transportation embargo; industrial action (including a picket); and any legislation or regulation and any action or inaction of any government or government agency.

If a party is wholly or partially unable to perform its obligations because of a Force Majeure event (except for its obligation to pay money), then, as soon as reasonably practicable, that party must notify the other of the extent to which it is unable to perform, the date of commencement of non-performance, and the means proposed to remedy or abate it; and that party’s obligation to perform will be excused for the duration and to the extent of the delay arising directly out of the Force Majeure event.

In any dispute arising out of or in connection with this Agreement, both parties agree to first negotiate in good faith to resolve it. If the dispute is not resolved by those negotiations within 30 days, you agree that the matter may be referred to the Australian Disputes Centre (ADC) for resolution by mediation and, if necessary, by arbitration in accordance with the ADC Guidelines for Commercial Mediation and Rules for Domestic Arbitration.

All notices required to be given under this Agreement will be in writing and sent to the recipient’s address as set out in a proposal, or such other address as the recipient designates by notice. Notices may be delivered by hand, pre-paid letter or email, and will be deemed served when delivered (if by hand), 48 hours after posting (if by pre-paid letter), or upon receipt of a delivery confirmation or read receipt (if by email).

The clauses relating to limitation of liability, data and privacy, intellectual property, confidential information, dispute resolution, survival and general terms will survive the termination or expiry of the other provisions of this Agreement.

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia.

This Agreement overrides the provisions of any other documentation you may issue in relation to the Services.

Inclusable reserves the right to modify this Agreement from time to time. If Inclusable makes any changes, it will provide you with reasonable notice. If you do not give notice to terminate before the revised Agreement becomes effective, your continued access to or use of the Services will constitute acceptance of the revised Agreement.

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement relating to its subject matter. No addition or modification will be binding unless made in writing and signed by a duly authorised representative of both parties.

You must not assign, in whole or part, the benefit of this Agreement or any rights or obligations without Inclusable’s prior written consent. Inclusable may assign any rights or benefits without your prior written consent, and you must do all things and sign all documents to give effect to any such assignment.

No forbearance, delay or indulgence by a party in enforcing this Agreement will prejudice or restrict that party’s rights, nor will any waiver operate as a waiver of any subsequent breach.

Should any part of this Agreement be or become invalid, that part will be severed, and the invalidity will not affect the validity of the remaining provisions.

If you have any questions, complaints or claims with respect to the Services or this Agreement, please contact us at hello@inclusable.com.au or through our website at inclusable.com.au.