User Licence Agreement

gootoUser Licence Agreement

User Licence Agreement

Last updated 25 July 2017

Welcome to Gooto, the world’s best meeting space booking platform. Gooto is a platform that allows you to search and instantly book meeting space at local restaurants, cafes, co-working spaces and other meeting spaces anywhere in the world.

You should read this User Licence Agreement (“ULA”) carefully before you start using the Gooto platform at www.gooto.com.au (the “Platform”). This ULA, our Privacy Policy and any other rules or guidelines that are posted onto the website (“Site”) from time to time (together, the “Terms”) are entered into between “you”, the user, and Vernazza Investments Pty Ltd ACN 616 027 457 trading as Gooto  88 616 027 457 (“Gooto”, “we”, “us”, “our”). The Terms are a binding contract between you and Gooto. The Terms govern your use of services provided by Gooto, including applications and websites owned or controlled by Gooto (such as the Site), various webpages at or linked to the Platform, all products, software, data feeds, plugins, mobile applications and other applications and services provided from time to time on, from or through the Platform (together, the “Service”).

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, unless the context requires otherwise: (a) where an expression, word or phrase is given a particular meaning, then other parts of speech based on that expression, word or phrase and other grammatical forms of that expression, word or phrase, have corresponding meanings; (b) the rule of interpretation which sometimes requires that a document be interpreted to the disadvantage of the party which put the document forward, does not apply; (c) where an expression is defined anywhere in the Terms, it has the same meaning throughout; (d) headings and sub-headings are for convenience of reference only and do not affect interpretation; (e) the phrase include, includes or including, or similar phrase does not limit what else might be included; (f) a reference to “law” means all laws, codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules and regulatory principles and requirements from time to time; (g) a reference to dollars or $ is to an amount in Australian currency.

2. YOUR ACCEPTANCE OF THESE TERMS

2.1 Your acceptance of the Terms. These Terms are important – please read them carefully. If you do not agree with any of the Terms, do not use any part of the Service and you must leave the Service immediately. Your use and continuing use of the Service is an acknowledgement that you have been given a reasonable opportunity to read the Terms and that you agree to abide by and be bound by the Terms.

2.2 Meaning of “Content”. In these Terms, “Content” means any information, data or content in any form or medium and includes text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials from time to time.

2.3 When the Terms apply. These Terms apply to you if you access the Service including browsing the Platform, viewing Content, making, varying or cancelling a Booking, or otherwise using any part of the Service.

2.4 Your age. You must be at least eighteen (18) years of age to access the Service, or you must have parental or guardian consent to do so.

2.5 Changes to the Terms. We may, without notice, update or otherwise change the Terms periodically, and any such changes will be posted to the Site. Your continuing use of the Service constitutes your agreement to be bound by any such changes. We are not obliged to notify you of any changes but we will endeavour to alert you to any significant changes.

2.6 Questions about the Terms. Should you have any questions in relation to the Terms, you should contact us at admin@gooto.com.au before you use the Service.

3. LICENCE TO USE SERVICE

3.1 Our licence to you. In consideration of your agreement to comply with the Terms, we hereby grant you a non-exclusive, non-transferable licence to use the Service in accordance with the Terms.

3.2 Nature of the Service. You acknowledge and agree that:

a) we may, at any time in our sole discretion and without prior notice, alter, amend, interrupt, reschedule, modify or cease the operation of all or any part of the Service; and

b) the Service may not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes).

3.3 Platform and Service modification and availability. Gooto reserves the right to modify the Platform and Service in whole or in part at any time in its sole discretion without any liability to you. We will use our reasonable endeavours to deliver the Platform and Service in accordance with these Terms. Notwithstanding the foregoing, you acknowledge and agree that from time to time the Platform and/or Service may be inaccessible, unavailable or inoperable for any reason, including as a result of: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which we may undertake from time to time; or (c) a Force Majeure Event. We will use commercially reasonable efforts to provide the Platform and Services on a continuous basis; however, availability is not guaranteed.

4. YOUR RESPONSIBILITIES – THE SERVICE

4.1 You are not required to register for an account in order to use the Service, however, registering for an account, if any, will give you access to more functionality on the Platform. Registration is free.

4.2 Your information. When registering for an account, you must use your correct and current name and information. We will handle all personal information that we collect in accordance with our Privacy Policy.

4.3 Your password and login. If you have an account with us, you are responsible for maintaining the confidentiality of your password and login and you must not share your password or login with any other party. You are responsible for all activities that occur under your password and login. You must not use or attempt to use another party’s password or login to access any part of the Service. You must immediately notify us at admin@gooto.com.au of any unauthorised use of your password or login or any other breach or suspected breach of security in respect of the Service.

4.4 No warranty of information provided by us. All information and Content provided or otherwise accessed through the Service is made available purely for general informational purposes only and on an “as is” basis. The availability of meeting venues, rooms and tables and confirmation of booking is provided to us by third parties (usually the relevant “Venue”), which we pass on to you. We take no responsibility and we have no liability in relation to the accuracy or completeness of such information.

4.5 What you must not do. In using the Service, you must not:

  1. reproduce, make available online or transmit (electronically or otherwise), publish, adapt, create derivative works from, distribute or redistribute, transfer, broadcast, display, sell, license, perform, link, display or exploit in any other way and in any medium any part of the Service except through the functionality offered by the Service;
  2. alter or modify any part of the Service;
  3. breach any laws and regulations;
  4. attempt to “hack”, decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Service. This includes “phishing”, “mining”, accessing “hidden” URLs, attempting to trigger remote code for the purpose of accessing data or material you would not otherwise have access to;
  5. knowingly transmit any virus, corrupt files or any other software or function that may damage the operation of the Service or other disabling feature to the Service, or is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of any part of the Service;
  6. use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
  7. circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content;
  8. unless expressly agreed with us, use the Service for any commercial purposes including selling access to the Service, selling any Content, selling advertising, sponsorships, or promotions placed on or within the Service or Content;
  9. in providing feedback through the Service, any comments that you provide are not defamatory, racist, abusive, immoral, offensive or otherwise objectionable.

4.6 Take your own precautions. You must take your own precautions to ensure that your process for accessing the Service does not expose you to risk of viruses, malicious computer code or other forms of interference which may damage your computer system.

4.7 You are responsible for costs. You are responsible for all costs, fees and expenses incurred directly or indirectly from accessing the Platform or otherwise using the Service. This may include internet connection and usage fees and mobile telephone connection and usage fees

4.8 Exposure to content. You understand that when using the Service, you will be exposed to Content from a variety of sources (including comments from other users). You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Gooto, its related bodies corporate and its officers employees and affiliates with respect to such Content, and, to the extent permitted by law, you agree to indemnify and hold harmless Gooto, its related bodies corporate and its officers, employees and affiliates to the fullest extent permitted by law regarding all matters related to your use of the Service and Content.

4.9 Third Party Sites. The Service may contain links to third party sites. We have not reviewed these websites and cannot vouch for the content on their pages. We are not responsible for the condition or content of those sites. You access those sites solely at your own risk. The links are provided solely for your convenience and do not indicate, expressly or impliedly, an endorsement, sponsorship or approval by us of the sites or the content of such sites.

5. MAKING A BOOKING AND PAYMENT

5.1 Our invitation to treat. Information contained on the Platform or otherwise through the Service constitutes an invitation to treat; it is not and shall not be deemed to be an offer by us to supply any goods or services to you.

5.2 Placing an order. You may book a Venue by selecting the Venue and meeting details (as provided on the booking form online) and clicking the “Book” button. In doing so, you make an offer to us to use the Platform to place a reservation for a meeting space at a Venue, in accordance with these Terms. Venue availability is provided to us by the applicable Venue. We make no warranty that the dates, times, tables or any other features of the Venue that are contained on the Platform are accurate – nor that a booking slot that appears available on the Platform will indeed be available and we will not be liable to you in any way for this information.

5.3 Confirmation and acceptance of your Booking. Once you submit a meeting space booking request through the Platform, the request is tentatively reserved and you will receive a calendar invitation accordingly. We will send your meeting space booking request to the applicable Venue for confirmation. Once it has been accepted and confirmed by the Venue (which is usually instantly, but it could be longer), we will confirm the booking with you (usually via email) and your request becomes a “Booking”. If your requested meeting space is not available for any reason, the Venue may contact you to offer you alternatives (such as a different table or time slot). All decisions to request or reject a meeting space booking request are at the sole discretion of the Venue and we will not be liable to you in any way for the acceptance or rejection of a request. You should quote the confirmation number in all correspondence relating to your Booking.

5.4 Changes and cancellations to Bookings. If you wish to change any details of your Booking (including date, time, number of guests) or to cancel a Booking, you can do so directly within the Platform. Your request to change a Booking will be processed in the same way as set out in clause 5.3 (Confirmation and acceptance of your Booking). If you cancel the Booking through the Platform, you will not be charged the Fee; if you cancel the Booking in any other way (including directly with the Venue), then you may still be charged the Fee. Any cancellation is at the sole discretion of the Venue and we will not be liable to you in any way in this regard. Cancellations are subject to any specific cancellation rules of the Venue from time to time.

5.5 Late arrivals. If you are running late, you should contact the Venue to let them know. If you arrive more than 15 minutes after the scheduled Booked time, the Venue reserves the right to cancel your Booking and allocate your table or meeting space to others.

5.6 All payments are between you and the applicable Venue. You agree to pay the Fee for your Booking (which will be added to your bill at the Venue and is payable by you to the Venue) and the Venue reserves the right to pass on any merchant or card fees to you.

5.7 Taxes. Unless otherwise expressly stated, quoted prices do not include goods and services tax (“GST”), which are additional to the quoted fees and which are payable by you and you agree to pay them.

6. INTELLECTUAL PROPERTY

6.1 Intellectual property owned by Gooto. You acknowledge that (a) the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including copyright, and (b) Gooto and/or third parties own all right, title and interest in and to the Service and software provided through or in conjunction with the Service, including all Intellectual Property Rights contained in the Service and such software. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of the Platform, now or in the future in force and effect worldwide.

6.2 Your responsibilities regarding intellectual property. You agree that you will not, and will not allow any third party to, (i) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality contained in the Service, (ii) use the Service to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iii) copy the Content to any other server, location or support for publication, reproduction or distribution.

7. SUSPENSION AND TERMINATION OF USER ACCOUNTS

7.1 Our reserved rights to determine access. We reserve the right, in our sole discretion, to decide whether user activity or behaviour within the Service violates the Terms (including copyright). We reserve the right to remove any comments that we consider, in our sole discretion, to be inappropriate or objectionable.

7.2 Suspension or termination of your access or account. We may at any time, without prior notice suspend or terminate your access and/or use of all or any part of the Service, and we may suspend or terminate your user account, if, in our sole discretion, we believe that:

  1. you have breached these Terms in any way (including pursuant to clause 5 (Late arrivals);
  2. your access or use of any part of the Service may be directly or indirectly harmful to others or may otherwise violate any laws or regulations;
  3. we cease to operate the Service, or
  4. for any other reason.

In addition, if we deem it appropriate, we may also report your activity or behaviour to the relevant authorities.

7.3 What happens if we suspend or terminate your access. If we suspend or terminate your access or use of the Service, or your user account, you are prohibited from continuing to access and use any part of the Service regardless of whether you are able to continue to do so. In addition you are not permitted to create, and you must not create, any other accounts to access the Service. Except as otherwise provided herein, termination for any reason shall not relieve or discharge either party from any duty, obligation or liability which was accrued as at the date of termination.

7.4 Inactive accounts. We may also suspend and/or terminate your user account for all or any part of the Service if there has been no activity on your account for an extended period of time.

8. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

8.1 No liability. To the full extent permitted by law, Gooto, its related bodies corporate and its officers, employees and agents expressly disclaim any and all liability in connection with: (a) personal injury or property damage, of any nature whatsoever; (b) any unauthorised access to or use of our servers and/or any personal information stored therein; (c) any alteration, amendment, interruption, rescheduling, modification or cessation of all or any part of the Service; (d) all Content and any other information contained in any part of the Service and the removal or suspension of any Content or any other information; (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Service; (f) any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Service; and (g) any direct, indirect, incidental or punitive damages, including loss of profits, goodwill or intangible losses, loss of data, interruption of business or damage (including consequential, special or incidental damage), in each case, arising from access to or use of any part of the Service whether or not caused by any negligent act or omission or resulting from any delay in removing or failure to remove Content from the Service after receiving a request for removal even if we knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.

8.2 No representations or warranties. To the full extent permitted by law, Gooto, its officers, employees and agents exclude all representations and warranties (in each case, whether express or implied) in respect of the completeness, accuracy, reliability, suitability or availability with respect to the Service, the Content, the Venues, the content of any sites linked to any part of the Service, or the information contained on any part of the Service for any purpose. Any reliance you place on any such content or information is strictly at your own risk.

8.3 You indemnify and hold us harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of or in any way connected to any: (a) act or thing done by us in good faith and purportedly pursuant to a right granted to us under the Terms; (b) breach by you of any provision of the Terms; (c) any willful, unlawful or negligent act or omission by you; (d) your use of the Service; (e) any act or omission or information regarding any Venue; or (f) your reliance on or use of any Content. This indemnity survives the expiry or termination of the Terms.

8.4 Terms subject to law. The Terms are to be read subject to any law which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If any law prohibits the exclusion of such warranties, conditions or obligations, Gooto limits its liability to the extent permitted by law, to the re-supply of the Service.

8.5 No limitation on your statutory rights. We make no express warranties or representations other than set out in this clause 8. Nothing in the Terms excludes, restricts or modifies any terms, conditions or warranties that are imposed or implied by any statute, including the Competition and Consumer Act 2010 (Cth). Limitations and exclusions are made only to the extent that we may legally do so.

8.6 Consumer guarantees. You may have the benefit of consumer guarantees under the ACL, and in such cases clauses (a) through to (c) following apply: (a) our goods come with guarantees that cannot be excluded under the ACL; (b) you are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure; and (c) the benefits of this warranty are in addition to any rights and remedies imposed by Australian State and Federal legislation that cannot be excluded and where this clause is inconsistent with any other provision of these Terms, this clause will prevail. Our liability to you is limited to the options set out in this clause 8.

9. GENERAL

9.1 Force majeure. Gooto will not be liable to you or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues (“Force Majeure”).

9.2 No assignment by you. You may not assign, sublicense or otherwise deal in any other way with any rights or obligations under these Terms whether in whole or in part. Any unauthorised assignment, sublicense or other dealing shall be void.

9.3 Gooto may assign. Gooto may assign, sublicense and otherwise deal with any rights and obligations under these Terms without restriction.

9.4 No Waiver. If we do not act in relation to a breach by you of the Terms, this does not waive our right to act with respect to that or subsequent or similar breaches.

9.5 Entire Agreement. These Terms and any other legal notices published by Gooto on or to the Service from time to time shall constitute the entire agreement between you and Gooto concerning the Service.

9.6 Prior to resorting to any external dispute resolution process, you and Gooto will use reasonable endeavours to use mediation and negotiation to resolve any dispute arising out of or relating to these Terms.

9.7 If any provision of these Terms is held by a competent authority to be invalid or unenforceable or otherwise becomes illegal, in whole or in part, it is to be read down or severed to the extent necessary and the validity of the other provisions of these Terms and the remainder of the provisions in question shall not be affected.

9.8 Survival. Clauses 6 (Intellectual Property) and 8 (Exclusion of Warranties and Limitation of Liability), together with any other clauses which contemplate that a Party has any rights or obligations after the Terms expire or terminate, survive the expiry or termination of the Terms.

9.9 Exclusion of the Vienna Sales Convention. The United Nations Convention on Contracts for the International Sale of Goods concluded in Vienna, Austria on 11 April 1980 does not apply to the Terms or to any individual contract of sale concluded within the framework of the Terms.

9.10 Governing Law. These Terms are governed by and shall be construed in accordance with the laws of New South Wales, Australia. Any dispute arising in respect of these Terms shall be subject to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal therefrom.

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