Terms & Conditions

2.1 These terms and conditions (Terms) are entered into between LOOPYAH PTY LTD ABN 73 668 668 540 (we, us or our) and you, together the Parties and each a Party.

2.2 We provide a platform where users hosting events (Merchants) and users looking to attend events (Customers) can connect and transact (Platform).

2.3 In these Terms, you means (as applicable) the person or entity registered with us as either a Customer or a Merchant or the individual accessing or using the Platform.

2.4 If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

3.1 You accept these Terms by accepting these Terms on the Platform.

3.2 You must be at least 16 years old to use the Platform (and if you are under 18, you represent and warrant that you have the consent of your parent or legal guardian to do so). If you are a Merchant, you are obligated to ensure that any person attending your event has the legal right to do so, including without limitation attendance at licensed or other events whose attendance is regulated by law. This may include, but is not limited to, verifying government identification upon entry.

3.3 We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment and it adversely affects your rights, you may close your Account.

3.4 If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

3.5 We may use other APIs such as Google Maps APIs (see clause 11.5). Your use of third party APIs may be subject to their terms of use.

3.6 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

3.7 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

• a. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
• b. using the Platform to defame, harass, threaten, menace or offend any person;
• c. using the Platform for unlawful purposes;
• d. interfering with any user of the Platform;
• e. tampering with or modifying the Platform (including by transmitting viruses and usingtrojan horses);
• f. using the Platform to send unsolicited electronic messages;
• g. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
• h. facilitating or assisting a third party to do any of the above acts.

4.1 You must register on the Platform and create an account in your individual capacity (Account) to access the Platform’s features as a Customer.

4.2 You must provide basic information when registering for an Account including your name, email address, contact number and you must choose a username and password. You also need to upload a photo of yourself for the purposes of an identity check.

4.3 Once you have an individual Account, you may register for an account that you can use as a Merchant (Merchant Account). Your Account may be linked to multiple Merchant Accounts, and you can switch between your individual Account and your Merchant Accounts via the Platform.

4.4 To create a Merchant Account you need to also provide your ABN. We will review your request for an Account before approving the request. If you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.

4.5 We will search your ABN against the government database using an API. We will only register your business name if it matches the ABN provided.

4.6 If we identify that your ABN is already linked to another Account on the Platform, we will notify the existing Account-holder to approve whether to add you as an authorised user (Authorised User) to that Merchant Account.

4.7 If you have signed up as a super user (Super User) for the Merchant Account, you will be able to invite Authorised Users to join your Merchant Account.

4.8 As a Merchant, you will be required to create a Stripe payment account that is unique to the Platform. You can do this through your Merchant Account, and once completed your Stripe payment account will be automatically linked with your Merchant Account. You must link a Stripe payment account to your Merchant Account before you may start creating Event Listings.

4.9 Any username you choose on the Platform must not (1) be offensive or in other ways insulting or (2) contain characteristics which belong to a third party, including names of famous persons, or personal names to which you do not own the rights.

4.10 All personal information you provide to us will be treated in accordance with our Privacy Policy.

4.11 You may access your Account using: (a) a username and password; (b) single sign-on credentials (such as those offered by Google and Apple); or (c) one-time passwords generated via SMS to your nominated mobile number.

4.12 You agree to provide and maintain up to date information in your Account and to not share your Account access credentials with any other person. Your Account is personal and you must not transfer it to others.

4.13 You are responsible for keeping your Account access credentials confidential (including any mobile device registered to receive one-time passwords) and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

4.14 We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, quality of services and threshold of reviews.

4.15 You agree to hold and maintain all relevant insurances to be able to host the events the subject of your Event Listing, and provide us with evidence of the same upon request.

5.1 The Platform is a marketplace where Customers and Merchants can find each other, and host, advertise and share events. We provide the Platform to users (including hosting and maintaining the Platform), process payments between Customers and Merchants and provide promotional opportunities for Merchants (together the Loopyah Services). You understand and agree that we only make available the Loopyah Services. We are not party to any agreement entered into between a Customer and a Merchant and we have no control over the conduct of Merchants, Customers or any other users of the Platform.

5.2 A Merchant wanting to provide services creates an Account on the Platform and posts an accurate and complete description of the event they are hosting, including the fees for any tickets (Ticket Fees) and other details such as the time and location (Event Listing). Merchants can decide whether the Event Listing will be public or private.

5.3 A Customer wanting to browse events creates an Account on the Platform to view and browse Event Listings. If the Event Listing is public it will show up on their feed, otherwise they will have to be directly invited to a private Event Listing.

5.4 A Customer may purchase tickets to the events described in the Event Listing (Confirmed Purchase).

5.5 By posting an Event Listing, the Merchant confirms that it is legally entitled to and capable of hosting the event described in the Event Listing.

5.6 Customers and Merchants may enter into written agreements in relation to the services. To the extent there is inconsistency between any additional terms and conditions and these Terms, these Terms will prevail.

5.7 Merchants must include all additional terms and conditions relating to their services in the relevant Event Listing or must clearly state that there are additional terms and conditions. By making a Confirmed Purchase, a Customer is accepting the additional terms and conditions of the relevant Merchant.

5.8 As a Customer it is your responsibility to check the registration details, including selected ticket and ticket type, quantity of tickets, venue, time and pricing, before you make a Confirmed Purchase.

6.1 We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email.

6.2 Customers and Merchants can communicate privately using our private messaging service or offline using the listed contact details. Customers and Merchants must not use the contact details to organise the provision of the services off the Platform, or otherwise to attempt to circumvent the payment of Service Fees to us.

7.1 As a Customer, you agree to pay (and your chosen payment method will be charged) the Ticket Fees when you make a Confirmed Purchase.

7.2 As a Merchant, we do not handle GST collection on your behalf. Merchants are solely responsible for adding GST into their pricing when making an Event Listing.

7.3 In consideration for providing the Platform, we will charge the services fees (including any third-party payment processing fees) to the Merchant as set out on the Platform (Service Fee). The Service Fee will be deducted from the Ticket Fees, and will be paid to us at the same time as the Customer pays the Ticket Fees through the Platform.

7.4 The Ticket Fees minus the Service Fee will be deposited in your merchant account as linked in your Account upon payment by the Customer.

7.5 The payment methods we offer for the Ticket Fees are set out on the Platform. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

7.6 You must not pay, or attempt to pay, the Ticket Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third party payment processor to debit your account in accordance with these Terms and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.

7.7 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us in connection with the Platform.

7.8 We do not store any credit card details, and all payment information is collected and stored through our third-party payment processors (see our privacy policy for more information).

8.1 The cancellation, variation, or refund of any services ordered on this Platform is a matter between the relevant Customer and Merchant, subject to the following clauses. The Merchant, when making a Merchant Account, decides whether it will offer refunds and resales of any tickets.

8.2 If permitted by the Merchant, refunds will only be available to Customers if the event they have tickets to (as set out in the Event Listing) is fully booked out. In this case, a Customer can list their ticket for resale on the Platform (if the Merchant has permitted resales), and if there is a third-party purchaser on a waitlist to buy a ticket to the event, we will organise the repayment of the Ticket Fees to the Customer (less any payment processing fees paid to third parties, if included in the Ticket Fees). As a Merchant, if you have permitted ticket sales, you acknowledge and agree that we will pass on to you any third-party payment processing fees that are incurred in processing the ticket resale and refund.

8.3 The resale of tickets may in certain circumstances attract civil or criminal penalties at law.

8.4 Service Fees are only refundable in accordance with the Consumer Law Rights of the Merchant and these Terms.

8.5 For disputes between Customers and Merchants, we encourage Parties to attempt to resolve disputes (including claims for returns or refunds) with the other Party directly and in good faith, either on the Platform or through external communication methods. If a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.

8.6 This clause will survive the termination or expiry of these Terms.

9.1 If we choose to conduct identity verification or background checks on any Customer or Merchant, to the extent permitted by law, we disclaim all warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Customer or Merchant or guarantee that a Customer or Merchant will not engage in misconduct in the future. Any verification of Merchants on the Platform is not an endorsement or recommendation that the Merchant is trustworthy or suitable. You should do your own due diligence before using a Merchant's services.

9.2 As a Merchant, We may offer you the option of verifying your identity and/or validating your Account using a third party verification service (Third Party ID Service).

9.3 Where you have elected to verify your identity under this clause, you acknowledge and agree that (1) we may contact, connect to or otherwise liaise with Third Party ID Services to validate your identity and information (Identity Check); and (2) Third Party ID Services may provide us with your personal information or sensitive information, and you consent to us receiving and using this information to enable us to perform an Identity Check.

9.4 Following a successful Identity Check, you acknowledge and agree that (1) we may permit you to use verification signs, icons or badges in connection with your Account to indicate that a successful Identity Check has been performed (Verification Icon); and (2) a Verification Icon may only be used by the individual or business for whom the relevant Identity Check has been successfully performed and the relevant Verification Icon has been issued, and then, only where that individual is directly providing the relevant services.

9.5 You acknowledge and agree that (1) the Identity Check and the issuance of a Verification Icon may not be fully accurate, as they are dependent on the information provided by the relevant individual or business and/or information or checks performed by third parties; and (2) you should not rely on the Identity Checks or the Verification Icons, and you should make your own inquiries as to the accuracy, legitimacy, validity, credibility or authenticity of any users of the Platform.

10.1 Customers may review their experience with the Merchant on the Platform, including the services (Review).

10.2 Reviews can be viewed by any user and will remain viewable until the relevant Account is removed or terminated.

10.3 You agree to provide true, fair and accurate information in your Review. Any Review you make must be based on genuinely-held opinion and not made maliciously or with injurious intent. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

10.4 You can write a Review about a Merchant if you have had an experience with that Merchant, which means that (1) you have engaged the Merchant through the Platform; or (2) you can otherwise document your interaction with the Merchant in relation to the Platform, including via correspondence (collectively referred to as a Customer Experience).

10.5 You may not write a review about a Merchant you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Merchant, or work for the Merchant. Similarly, you may not write a Review about a direct competitor to the Merchant that you own, are employed by or work for.

10.6 Your Customer Experience must have occurred in the 12 months prior to you writing a Review.

10.7 You may only write about your own Customer Experience. You are not permitted to write a Review about somebody else’s Customer Experience such as that of a family member or friend.

10.8 You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Merchant to write a Review, you should include information about this in your Review. Incentives include the Merchant offering you a gift, reward, discount or advantage for writing a Review about the Merchant on the Platform.

10.9 We may remove any Reviews that we believe are in breach of these guidelines.

10.10 This clause will survive the termination or expiry of these Terms.

11.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Platform, and the products) (Our Intellectual Property) will at all times vest, or remain vested, in us.

11.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.

11.3 You must not, without our prior written consent:

• a. copy, in whole or in part, any of Our Intellectual Property;
• b. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
• c. breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.

11.4 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

• a. you do not assert that you are the owner of Our Intellectual Property;
• b. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
• c. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
• d. you comply with all other terms of these Terms.

11.5 If you are a Merchant, we may pull photos from the Google Maps API and display them on your Event Listing (unless you request us to remove these). The photos that are pulled from the Google Maps API will be based on the address you entered in the Event Listing. You acknowledge and agree that the photos pulled from the Google Maps API may belong to third parties, and we reserve the right to remove those photos from the Event Listing pursuant to a request from the relevant third-party rights holder. You may also upload your own photos to the Event Listing, which you may request removal of at any time.. You can contact us to request removal of any photos we may have stored.

11.6 This clause will survive the termination or expiry of these Terms.

12.1 You represent, warrant and agree that:

• a. you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
• b. there are no legal restrictions preventing you from entering into these Terms;
• c. all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
• d. where you are a Merchant, you are responsible for complying with all laws, rules and regulations which apply to providing the services in your Event Listings; and
• e. where you are a Merchant, you are appropriately qualified, and have any required skills, knowledge or training, to provide the services.

13.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).

13.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

13.3 Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

13.4 As a Customer, the services provided by a Merchant may also confer on you certain rights under the ACL.

13.5 This clause will survive the termination or expiry of these Terms.

14.1 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

• a. the use or results of any Third Party ID Service or Identity Check; and
• b. any aspect of the Customer and Merchant interaction including the services offered by the Merchant, the description of the services requested or offered, any advice provided, or the performance of their services or.

14.2 Despite anything to the contrary, to the maximum extent permitted by law:

• a. neither Party will be liable for Consequential Loss;
• b. each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that party to mitigate its losses; and
• c. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Service Fees paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability (and where there has been less than 12 months of Fees paid, an amount equal to 12 months of Fees calculated on a pro rata basis having regard to the amount of Fees paid and the period of time, and, if no Service Fee was paid, $100).

14.3 This clause will survive the termination or expiry of these Terms.

15.1 Your Account and these Terms may be terminated by you at any time, using the ‘Deactivate Account’ functionality (or similar) in the Account page section of your Account settings. Your cancellation will take effect immediately.

15.2. These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

• a. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
• b. the Defaulting Party is unable to pay its debts as they fall due.

15.3 Should we suspect that you, or any of your Event Listings, are in breach of these Terms, we may suspend your Account while we investigate the suspected breach.

15.4 You cannot terminate your Account where you have an active Event Listing. You will need to cancel all events the subject of an Event Listing and notify Customers.

15.5 Upon expiry or termination of these Terms:

• a. we will remove your access to the Platform and after 60 days your account will be deleted;
• b. we will immediately cease providing the Loopyah Services;
• c. where we terminate the Terms as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees.

15.6 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

15.7 This clause will survive the termination or expiry of these Terms.

16.1 To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

16.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

16.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

16.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

16.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

16.6 You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service.

16.7 Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

16.8 You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a 'terrorist supporting' country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

17.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

17.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

17.3 Confidentiality: Other than where the disclosure is permitted by law, each Party agrees not to disclose any confidential information it may access on or through the Platform to a third party, or otherwise misuse such confidential information. Confidential information may include confidential information supplied to you by us, by a Customer, or by a Merchant.

17.4 Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Customer and us, or a Merchant and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

17.5 Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

17.6 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations, and uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

17.7 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.

17.8 Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

17.9 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

17.10 Privacy: Each party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

17.11 Publicity: With your prior written consent, You agree that we may advertise or publicise the broad nature of our supply of the Loopyah Services to you, including on our website or in our promotional material.

17.12 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

17.13 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

17.14 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee, service fee or a commission) for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform.

18.1 Consequential Loss means , whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or, any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay us the Service Fee under these Terms will not constitute “Consequential Loss”.

18.2 Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.

18.3 Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

18.4 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment whether under statute, contract, equity, tort (including negligence), indemnity or otherwise, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.