These terms and conditions are between you and us (together the Parties and each a Party) and, with the Schedule, form the entire agreement for our relationship (together, the Agreement).

Background

(a) We provide a platform where sellers can list new and second-hand goods and buyers can purchase the goods from sellers (collectively, Users) (the Platform).

(b) Users of the Platform can choose a delivery method for the delivery and collection of goods, including where Users meet at a place of business acknowledged by us as a trusted partner (a Trusted Partner) (Safe Meetup & Pickup).

(c) You own or operate a business and wish to become a Trusted Partner and make your premises available as a Safe Meetup & Pickup in exchange for offering an Exclusive Partner Offer in accordance with the terms of this Agreement.

1. TRUSTED PARTNER ARRANGEMENT

1.1 In consideration of the payment of $1 (payable on demand), the Parties will use all reasonable endeavors to perform its obligations set out in this Agreement during the Term.

1.2 This is not an exclusive relationship between you and us, and we may, at any time, enter into arrangements with other businesses to provide and receive the same or similar services as the Services.

2. WARRANTIES

2.1 Each Party represents, warrants, acknowledges and agrees that:

(a) there are no legal restrictions preventing it from agreeing to this Agreement;

(b) it will cooperate with the other Party;

(c) the information it provides to the other Party is true, correct and complete; and

(d) it will not infringe any third party rights in carrying out its obligations set out in this Agreement.

2.2 You represent, warrant, acknowledge and agree that:

(a) you and your personnel will provide Users sufficient access, free from harm or risk to health or safety, to the Premises to enable a Safe Meetup & Pickup;

(b) you will prominently display a cut out in your Premises that allows Users to access the Exclusive Partner Offer;

(c) you will cooperate with and assist us with any matter or dispute that may arise in relation to a Safe Meetup & Pickup at your Premises, including viewing any security camera footage; and

(d) you have not relied on any representations or warranties made by us in relation to suitability of any Users, the Platform or this Agreement.

3. INTELLECTUAL PROPERTY

3.1 As between the Parties, all Intellectual Property Rights developed, adapted, modified or created by or on behalf of us (including in connection with this Agreement, the Platform, and/or developed by us independently of this Agreement), will at all times vest, or remain vested, in us. Nothing in this Agreement constitutes a transfer or assignment of any of our Intellectual Property Rights unless expressly stated. Our Intellectual Property may not be sold, distributed or profited from by you.

3.2 This clause 3 will survive the termination or expiry of this Agreement.

4. CONFIDENTIALITY

4.1 Each Party may receive documentation from the other Party that may contain information that is confidential or commercially sensitive. Each Party agrees to keep such information confidential, to not disclose such information to third parties, and to only use and disclose the confidential information as is permitted or reasonably contemplated by this Agreement or with the other Party’s prior approval.

4.2 This clause 4 will survive the termination or expiry of this Agreement.

5. TERM AND TERMINATION

5.1 This Agreement will start on the Start Date and will continue until the End Date, unless terminated in accordance with this clause 5 (Term).

5.2 Either Party may terminate this Agreement immediately at any time by giving the other Party written notice of termination.

5.3 The accrued rights, obligations and remedies of the Parties are not affected by termination of this Agreement.

5.4 This clause 5 will survive the termination or expiry of this Agreement.

6. LIABILITY

6.1 Despite anything to the contrary, to the maximum extent permitted by law we will not be liable to you for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

6.2 Despite anything to the contrary, 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) your acts or omissions;

(b) any event outside of our reasonable control; or

(c) any act or omission by a third party, including any Users of the Platform or any Safe Meetup & Pickups.

6.3 This clause 6 will survive termination of these Term.

7. GENERAL

7.1 Disputes: If a dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) arises, the Parties will agree to meet in good faith to seek to resolve the Dispute, before proceeding to any dispute resolution process. This will not prevent a Party from seeking urgent equitable relief. 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 Institute of Victoria 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, or will operate to prevent a Party from taking steps to recover any debt.

7.2 Entire Agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

7.3 Force majeure: Neither Party will be liable for any delay or failure to perform its obligations under this Agreement if such delay is due to any circumstance beyond its reasonable control.

7.4 Governing law: This Agreement is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

7.5 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

7.6 Notices: Any notice given under this Agreement must be in writing addressed to the address listed in the Schedule. 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.

7.7 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under this Agreement without our prior written consent.

7.8 Amendment: This Agreement may only be amended in writing and as agreed by the Parties.

7.9 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

7.10 Precedence: To the extent there is any ambiguity, discrepancy or inconsistency in or between the terms of the Agreement and the Schedule, the Agreement will prevail.

8. INTERPRETATION & DEFINITIONS

8.1 In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

Exclusive Partner Offer means the offer to be made available by the Trusted Partner for Users of the Platform, as further particularised in the Schedule.

Intellectual Property means any copyright, registered or unregistered designs, patents or trade mark rights, know-how, webinar content, slideshow content, photographs, audio recordings, domain names, 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).

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

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, a Party or otherwise.

Premises means the location owned or legally occupied by the Trusted Partner, as further particularised in the Schedule.

Schedule means the schedule to this Agreement.