User Terms and Conditions
Anni Co Pty Ltd
Australian Company Number (ACN) 658 500 184
(Anni)
These terms and conditions of service (Terms and Conditions) constitute an agreement between Anni and any user of services (User) which Anni or any of its Related Bodies Corporate from time to time provides, including any website operated by Anni or any of its Related Bodies Corporate (Websites) or the Platform (as defined in these Terms and Conditions). Each User should read these Terms and Conditions carefully – they contain important information about a User’s rights and obligations, including specific limitations or requirements that may be applicable to the User when using the Platform as well as any Websites. These Terms and Conditions also cover, on a more general basis, the User’s use of any of Anni’s services (which, together with the Platform and Websites, are referred to in these Terms and Conditions as the Services).
By creating an Account and/or using the Platform, you as a User agree to these Terms and Conditions and to any amendments which may be made to the Terms and Conditions from time to time in the manner provided for below.
1. KEY TERMS IN THESE TERMS AND CONDITIONS
Account means a personal account given to the User on the Platform upon successful completion by that User of Anni’s registration procedure.
API means an Application Programming Interface allowing the Platform and/or Website to interface and exchange information with other software applications.
Appointment means a video call between an Expert and a Member on the Platform and/or Website.
Claim means any claim in law or equity, or under statute, for a remedy of any nature whatsoever, whether contingent, prospective, actual or otherwise and including any and all claims, actions, sums of money, arbitrations, suits, counterclaims, demands, causes of action, debts due, verdicts, judgments, Losses, account reckonings, proceedings and charges.
Content means any text, graphics, images, music, software, audio, video, information or other materials in digital form or otherwise, made available during the Appointment or within the Platform and/or Website.
Member means a User who registers an Account as a member.
Expert means a User who registers an Account as an expert.
Expert Services means the services provided by an Expert to Member via the Platform.
Law means any law or legal requirement, including at common law, in equity, under any statute, regulation or by-law and any decision, directive, guidance, order, decree, guideline or requirements of any authority.
Loss means any damage, loss, expense and cost whatsoever including any cost or expense regarding any Claim and any legal costs and expenses of any nature.
Platform means the proprietary software application (in iOS and Android formats) known as “Anni” developed by or on behalf of, and owned by, Anni, together with all adaptations, modifications, amendments, extensions, revisions, updates, upgrades and other changes to those products, and which is only available on the Google Play Store and Apple Inc’s App Store in Australia.
Related Bodies Corporate has the meaning given to that term in the Corporations Act 2001 (Cth).
[Report Now means the report section within the Contact Us section of the Platform which allows Users to report Content which:
(a) contains bullying, pornographic, violent or otherwise grossly offensive material;
(b) involves an emergency situation, including terrorism and/or a situation which creates a credible danger of imminent harm to persons; or
(c) makes the User feel unsafe, threatened or uncomfortable.]
2. ACKNOWLEDGEMENT OF TERMS AND CONDITIONS
(a) By accessing and/or using the Platform and/or any Website in any way, the User accepts and agrees to be bound by these Terms and Conditions.
(b) These Terms and Conditions as well as the Privacy Policy (referred to in clause 7(b)), constitute the entire agreement between you and Anni regarding the matters set out herein and supersede any prior representations, negotiations, agreements, understandings or arrangements between you and Anni, whether written or oral.
(c) Additionally, Apple Inc. and Google Inc. and/or their applicable international subsidiaries and affiliates will be third party beneficiaries to these Terms and Conditions if you access the Platform developed for Apple iOS or Android respectively. These third party beneficiaries are not parties to these Terms and Conditions and are not responsible for the provision or support of the Platform in any manner. Your access to the Platform using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.
(d) A copy of the current version of these Terms and Conditions will always be made available here. You acknowledge it is your sole responsibility to review and check any updates to these Terms and Conditions from time to time.
(e) If you do not agree with any part of these Terms and Conditions, you must immediately stop using the Services. Your continued use of the Services will be deemed acceptance of the Terms and Conditions, including any amendments made thereto on and from that time.
(f) Anni may make changes to the Services at any time. Anni will not be liable for any Loss incurred by you resulting from any changes made to the Services.
3. PLATFORM
(a) The Platform is an application for informational and educational purposes owned and operated by Anni, that exists solely to facilitate introductions between Experts and Members who are interested in paying for Expert Services.
(b) Experts are not employees or agents of Anni but are independent service providers using the Services to sell their Expert knowledge to Members and, as such together with Members, are simply Users of the Services.
(c) Anni may from time to time use third party artificial intelligence software to assist Users in their use of the Platform, including (but not limited to) the use of artificial intelligence software to assist with the drafting of biographies for Experts, enhanced subject matter search functions and such other user functions as Anni may determine from time to time. Where such software is used, Anni does not warrant the accuracy of the content generated by such software and disclaims all liability to Users and third parties in respect of such content. .
(d) Anni merely makes the Services available to Members and Experts, it is not involved in the conversations between Members and Experts. All Users recognise and acknowledge that Anni does not endorse, speak for or condone any Experts, nor does Anni have any responsibility for or represent or warrant the appropriateness of an Expert for any Members needs or purposes. You understand and acknowledge that Anni is under no obligation to edit, modify, filter, screen, monitor, endorse or guarantee the content of Consults. Anni shall not be liable for any acts or omissions of Experts, third party Content (ie not Content provided by Anni) or the ability of Experts to answer questions.
(e) Emergency questions and crisis situations (particularly regarding medical and mental health issues) must not be directed to the Platform and/or Website and must instead be directed immediately by telephone or in-person to qualified professionals (e.g. in Australia, call 000, in the United Kingdom, call 999 and in the United States of America, call 911).
(f) The Platform and Website is an internet-based forum. Information and materials submitted in the content of Consults, questions, answers, requests for information, responses, profiles, signatures, qualifications, comments and posts to Experts and other places where Users communicate on the Platform and/or Website is not private or confidential, nor subject to any legal privilege, medical privilege nor any other privilege, and it may be read, collected and used by Experts.
4. EXPERTS
(a) As part of the registration process, Anni may require you to provide certain information, including (but not limited to) name, location, relevant experience, personal biography and digital photographs. Anni will undertake a review of the information provided and accept your registration as an Expert on the Platform. Anni reserves its rights to reject any Expert registrations for any reasons whatsoever in which case Anni will have no liability to the relevant User in respect of its rejected registration.
(b) In addition to the registration requirements set out in clause 5, Experts may be subject to formal verification by third party service providers which Anni may use from to time in relation to the process of collecting and making payments on the Platform and Website. That verification process may require you to verify your identity in order to receive payments for Appointments. Where such verification is required it will be subject to the terms and conditions of such third party service provider.
(c) Use of the term “Expert” by Anni on the Platform and/or Website is only meant to describe Users who answer questions on the Platform and/or Website, and not to guarantee or endorse any particular level of expertise of those Users.
(d) Anni makes no representations or warranties and give no guarantees, in respect of the truthfulness or accuracy of the credentials or identities of Users or of any information provided by Users, including Experts.
(e) Experts acknowledge that upon accepting an Appointment, they will be bound by obligations of confidentiality in relation to all matters disclosed in or arising out of the Appointment, including but not limited to any personal information of the relevant Member, the subject matter of the Appointment.
(f) Members acknowledge that Anni will not be liable for any loss or damage caused by a Member’s reliance on any information provided by Experts.
(g) If you, as an Expert, consider that any information presented on the Platform in relation to you (whether in a biography or otherwise), is incorrect, you must notify Anni as soon as possible.
5. REGISTRATION
(a) In order to use the Services, you must first successfully register an Account. You will also need access to a mobile phone which supports the Platform or Website and an internet connection.
(b) You must provide Anni with true, full and accurate information including your full name, address, email address and mobile telephone number when registering for an Account. Anni will not be responsible for any Loss suffered by you if you provide inaccurate or incomplete information when creating your Account.
(c) When you register an Account, Anni will send you an SMS text message or email containing a code in order to verify your Account. By attempting to register an Account, you agree to receive an SMS text message or email from Anni. To the extent Anni sends you an SMS text message for verification purposes, you may, depending on your current mobile carrier plan, incur charges for receiving such SMS text message (and you agree that Anni will not be responsible for any charges incurred). You acknowledge that, depending on your mobile carrier’s service, it may not be possible to transmit an SMS text message to you successfully. Anni is not liable to you for any Losses you may incur as a result of transmission delays or message failures. If you have any issues registering your Account due to being unable to receive an SMS text message from Anni, please contact Anni here.
(d) Anni will never ask for your personal information via email or SMS text message. If you receive an email or SMS text message purporting to be from Anni asking you to provide your personal information, please report it to Anni immediately and delete the email or SMS text message.
(e) Unless expressly stated otherwise for a particular Service, you must not use the Services if you are under the age of 18.
(f) By agreeing to these Terms, you are deemed to represent and confirm to Anni that you are over the age of 18.
(g) Anni reserves the right to refuse to process any Account registration requests in its sole and absolute discretion. This may include circumstances where you have previously been banned from the Services.
(h) Upon successful completion of your registration of your Account:
(i) you will be provided with an Account accessible to you by a username and password of your choice; and
(ii) subject to you at all times complying with these Terms and Conditions, Anni may grant you a non-exclusive, non-transferable right to use the Services (which right is otherwise revocable).
(i) Anni may refuse requests to log in to the Platform and/or Website or use the Services if the information provided by you during the registration process is the same as or similar to existing log-ins; or is inappropriate, grosslyoffensive, obscene, abusive, defamatory or illegal; or infringes copyright, contains brand names, company names, or registered trademarks; or contain names of high profile or public figures; or contain words promoting political, religious, social, or economic issues; or uses the name of another person.
(j) Anni may (but is not obliged to) ask you to produce identification to confirm your details and eligibility to use the Services. If you choose not to provide identification, Anni may in its sole and absolute discretion cancel your Account. Anni will not be liable for any Loss suffered by you as a result of such cancellation.
(k) Anni uses third party services for collecting and making payments on the Platform and Website. You acknowledge that in order to use the Services, you may be required to register with such third party providers. This registration process may involve the registration of your credit card details to facilitate your access to and use of the relevant payment processing procedures. You acknowledge that any registration process with a third party provider will be subject to that provider’s terms and conditions and may require additional verification pursuant to those terms and conditions. Where possible, Anni will use APIs to integrate such third party services and registration process into the Platform and/or Website.
(l) It is your sole responsibility to ensure that your Account information is kept up to date and that you have provided Anni with accurate personal details at all times so that Anni can contact you for any reason in relation to the Services or your use of the Services.
(m) Anni may terminate the Services at any time, and in such circumstances, Anni will notify you via the information provided by you when registering your Account or as updated by you as required under this clause 5. Anni will not be liable for the termination of the Services or any Loss suffered by you as a result of such termination.
(n) Anni is not liable to you for any Loss you may incur as a result of:
(i) you failing to provide full and accurate personal details at all times; or
(ii) any delay or failure by you to receive any communication from Anni regarding the Services.
6. ACCOUNT SECURITY
(a) It is your sole responsibility at all times to ensure your username and password required for you to access your Account are in each case kept secure and confidential and are not disclosed to any other party.
(b) You must not sell, transfer or assign your Account to anyone else unless you have obtained prior written consent from Anni (which will be given in Anni’s sole and absolute discretion). You must not allow anyone else to use your Account. Anni may suspend or cancel your Account if it suspects you are in breach of this clause.
(c) You must not use another User’s Account without their and Anni’s express written consent. Anni may require proof of the other User’s consent at any time.
(d) You must notify Anni immediately upon becoming aware of any unauthorised use of your username, password or Account or of any other breach of security associated with your Account. Once notified, Anni will reset your password and send a new password to the email address and/or mobile number provided by you. Anni may (but is not obliged to) take any further action as it considers necessary. Anni may (but is not obliged to) suspend your Account in order to prevent any activity on the Account during the breach of security.
(e) Whilst Anni takes its security obligations seriously, you are responsible for all activities which occur under your Account (regardless of whether you know about them). Anni is not liable for any Loss whatsoever that you may incur as a result of any unauthorised use of your Account.
(f) Any use of the Services which can be attributed to your Account will be considered to be use of the Services by you, unless you have previously notified Anni in writing of an unauthorised use of your Account, or of any other breach of security associated with your Account and at the relevant time the breach has not been remedied by Anni pursuant to clause 5(d).
(g) You may, to the greatest extent permitted by Law, be held responsible for any Losses incurred by Anni or any third party due to any unauthorised use of your Account.
7. PRIVACY
(a) In order to provide the Services, Anni needs full and accurate personal information about you. Anni will only use that information where Anni has a legal basis to do so.
(b) Anni’s Privacy Policy sets out the type of information collected by Anni, how Anni uses that information and your rights in connection with that information.
(c) By using the Services, you are deemed to have read and accepted the Privacy Policy (as amended from time to time).
(d) Anni reserves the right, in its sole and absolute discretion, to amend its Privacy Policy from time to time. You agree that your continued use of the Services after any such amendment to the Privacy Policy will be taken as your acceptance of the terms of the amended Privacy Policy.
8. USE OF THE PLATFORM
8.1 Acknowledgements
You acknowledge and agree that:
(a) your use of the Services is entirely at your own risk;
(b) to the greatest extent permitted by law, you hereby release Anni and its Related Bodies Corporate from any and all Claims, liability and Losses which you may suffer or incur arising out of or resulting from, or relating in any way to your use of the Services, including for negligence, inherent and unforeseen risks, injury or damage to persons or property and the actions of Users and other third parties, participants and spectators;
(c) without limiting these Terms and Conditions, you are, to the greatest extent permitted by Law, liable for and must indemnify and keep indemnified Anni and its Related Bodies Corporate against any and all Claims and Losses of Anni and/or its Related Bodies Corporate which are caused or contributed to by any breach or alleged breach of these Terms and Conditions by you;
(d) if you feel threatened or bullied by any User on the Platform, you may report this to Anni and/or the office of the eSafety Commissioner. The website for the Office of the eSafety Commissioner in Australia is located at https://www.esafety.gov.au/. This website also contains important information about the help and support that is available, as well as educational cyber safety resources for you to review. If you live outside of Australia, you should refer to your local eSafety Commissioner (if any) or alternatively report the relevant behaviour to Anni; and
(e) Anni reserves the right, but not the obligation, to monitor the Services and your use of them, including any Content posted by you, and Anni may, at its sole and absolute discretion, choose to modify or delete any material that you post on its Platform or Websites, or delete your Account and remove your access to the Services if, in Anni’s sole and absolute opinion, your Content breaches any of these Terms and Conditions, or is otherwise in bad taste, even if it does not specifically breach any of these Terms and Conditions.
8.2 No Tampering
(a) Neither you nor anyone having access to your Account may do, or attempt to do, any of the following:
(i) use the Services in a way which is, in Anni’s opinion, contrary in any way to these Terms and Conditions;
(ii) access areas of the Services which you are not authorised to access;
(iii) alter or tamper with any part of the Services except as expressly authorised by Anni;
(iv) send unsolicited advertising, email or chain letters to other Users;
(v) use any automated means or interface including (without limitation) tracking software, robots, spiders or similar technological devices or programs not provided by Anni to access the Services or to track other Users’ usage of the Services;
(vi) reverse engineer any aspect of the Services or do anything to discover the source code, or to circumvent measures put in place by Anni to prevent or limit access to any area of the Services;
(vii) send viruses, or any computer code, file or program to the Services which is designed to, or has the effect of, destroying, interrupting or limiting the functionality of any computer software or hardware, or other telecommunications equipment; or
(viii) do anything when accessing the Services to the commercial disadvantage of Anni or in a manner otherwise adverse to the business interests of Anni.
(b) Anni reserves the right to take any action Anni deems necessary to detect, identify, prevent, or stop any conduct which, in Anni’s opinion, constitutes a prohibited use under this clause 8.2, even if it does not specifically violate any of these Terms and Conditions. This includes, without limitation, the right to immediately and without notice delete or remove any Content, and the right to immediately and without notice cancel your Account.
8.3 User Obligations
(a) You agree to:
(i) comply with all Laws which may be applicable to the use of the Services, including, without limitation, copyright laws;
(ii) report to Anni immediately if you see any Content posted by any User that is in breach of these Terms and Conditions;
(iii) report any Content which contains bullying, pornographic, violence or otherwise offensive material by using the Report Now feature;
(iv) responsibly report any Content which involves an emergency situation, including terrorism and/or a situation which creates a danger of imminent harm to persons;
(v) adhere to generally accepted rules of etiquette and standards of behaviour in your use of the Services, interactions with Anni, other Users, or third parties via the Services;
(vi) as an Expert:
a. set your own schedule of availability and make yourself available for booked Appointments; and
b. provide information, advice or special knowledge on any particular subject matters outlined in your Expert profile to the best of your ability.
(b) You must not:
(i) make available or publish Content containing any unlawful or inappropriate content;
(ii) submit inaccurate, misleading or inappropriate content, including data submissions, edits or requests;
(iii) use or encourage or enable any other party to use the Services to violate any applicable Law as outlined in these Terms and Conditions;
(iv) solicit or ask for any User to post nude or pornographic pictures. If you receive any request of such a nature, you should report it to the police and to Anni immediately by using the Report Now feature. Anni will delete the offending Content (including any messages) as soon as practicable and co-operate with authorities to conduct proper investigations (including by potentially providing authorities with copies of such messages);
(v) use the Services to discriminate against, spam, harass, stalk or otherwise inappropriately communicate with other Users;
(vi) use or misuse the Services in any way which may impair the Services or systems used to deliver the Services;
(vii) interfere with any other person’s use of and enjoyment of the Services;
(viii) attempt to gain unauthorised access to any materials (other than those to which you have been given express permission to access), or the computer systems on which the Services are hosted;
(ix) transmit, or input onto the Platform or Website, any files that may damage any other person’s computing devices or software, Content that may be illegal or otherwise offensive, or material or data in violation of any Law (including data or other material protected by copyright or trade secrets which you do not have the right to use);
(x) obtain or attempt to obtain any Content, materials or information of Anni and its Related Bodies Corporate through any means not intentionally made available through the Services; and
(xi) record or attempt to record either directly or indirectly the Appointment or any of the Services.
(c) The Content that you post on the Platform and/or Website or in any messages sent to another User, and the username that you use to register your Account must not contain:
(i) violence or depictions of violence (including graphical or animated violence);
(ii) threatening or bullying, or pictures that have the effect of teasing or bullying someone else;
(iii) sexual violence, depictions of sexual violence, or graphical or animated sexual violence;
(iv) nudity or partial nudity, whether or not you have permission from the person or persons pictured;
(v) signs, gestures or actions (including signs, gestures or actions which are depicted through emoticons, videos, sounds, or animated “GIFs”) that are discriminatory, racially vilifying, intimidating, inciteful, hateful, vulgar, obscene, pornographic or sexually suggestive;
(vi) profanity, abusive or aggressive language, whether in English or in any other language;
(vii) personal details, including full names, addresses, phone numbers or email addresses, whether they are your personal details or somebody else’s;
(viii) confidential information of any other person, such as credit card details or account information, whether your own or somebody else’s;
(ix) any form of advertising, including, but not limited to, advertising that is unsuitable for persons under the age of 18, such as tobacco or alcohol advertising;
(x) misleading or deceptive content, or content which is likely to mislead or deceive; or
(xi) any website links or URLs, especially those that show content which would contravene these Terms and Conditions if posted on the Platform and/or Website.
(d) Without limiting these Terms and Conditions, you:
(i) to the greatest extent permitted by Law, are liable for and must indemnify and keep indemnified Anni and its Related Bodies Corporate against any and all Claims, liability and Losses incurred by Anni and/or its Related Bodies Corporate; and
(ii) release and discharge Anni and its Related Bodies Corporate to the fullest extent permitted by law from all Claims which you had, have or may have but for the operation of this clause against Anni or its Related Bodies Corporate, which are caused by or contributed to or in any way connected with any breach of this clause 8.3.
(e) If you report any Content or User by using the Report Now feature, Anni will use its best endeavours to investigate the reported Content as soon as practicable. Anni may take any action it deems necessary in its absolute discretion, including to report the Content to law enforcement authorities.
9. CHARGES, RATINGS, COMPLAINTS AND REFUNDS POLICY
9.1 Charges
(a) The Services allow Members to request advice from Experts in subject-matter categories and facilitate communication with Experts by way of an Appointment.
(b) As a Member you will book an Appointment with the Expert you are willing to pay for to ask questions and/or talk to. Once you have selected the Expert, selected your preferred booking date and time and submitted your payment information, your call will, subject to the Expert’s availability, commence immediately or be scheduled for a selected date and time. Members are charged when the call is booked, and subject to receipt of a complaint to Anni, pursuant to clause 9.2, the charge will be released within 48 hours after the cessation of the call, with the charge (less Anni’s fees) remitted to the Expert.
(c) Your payment will be processed by Anni’s third party payment processor. Once you press the “Confirm Booking” button, Anni or its third party processor will process your payment and any GST and service charges as itemised on the final screen (Accepted Amount). By pressing the “Confirm Booking” button, you will be deemed to have accepted making such payment using your nominated credit card, and you authorise Anni and its third party processor to debit the Accepted Amount from your nominated credit card. If your nominated credit card is declined by your financial institution, your booking will be immediately cancelled and you will unable to continue with your call until such time that payment is made.
(d) Anni may decide at any time not to accept payment from you for any reason. If Anni declines to accept payment, Anni will not process your booking and may not contact you to inform you that your booking will not be processed. Anni will not process any bookings until the payment has been received and will not be liable for any delay from banking delays or misdirected payments.
(e) It is your sole responsibility to ensure that you have sufficient funds available on the credit card for which you provided Anni with details to make any payments via the Platform, and you agree to indemnify Anni for any Loss suffered as a result of you not having such funds available.
9.2 Ratings
(a) Once an Appointment finishes, Members will have an opportunity to provide a rating for the Expert involved.
(b) In providing a rating, Members will be asked to:
(i) rank the Expert on a scale where 1 represents a low rating and 5 represents a high rating; and
(ii) provide details of the factors contributing to the relevant ranking selected.
9.3 Complaints
(a) If you are unsatisfied with the Expert Services you have received, you may within [12] hours of cessation of your scheduled call, lodge a complaint with Anni providing details regarding your complaint.
(b) Upon receipt of a complaint, Anni may, but is under no obligation to, immediately investigate the details of the complaint and take such action (if any) as Anni considers appropriate following completion of its investigation.
9.4 Refunds
(a) If following a booking of an Appointment in accordance with clause 9.1(b), the Appointment is cancelled by the Member or the Expert prior to the scheduled time of the Appointment, the Accepted Amount will be refunded to the relevant Member within [5] Business Days.
(b) Following completion of a review of a complaint, Anni may or may not determine to refund to you all or any part of the Accepted Amount being held in connection with the relevant Expert Services which were booked and paid for by you, at its sole discretion. You agree and acknowledge that Anni is under no obligation to issue a refund to you.
(c) Any refund of funds will be transferred to you in the same manner in which you elected to pay the Accepted Amount under clause 9.1 above.
10. INTELLECTUAL PROPERTY
10.1 User Content
(a) Any Content that you post on the Platform and/or Website may be subject to Australian and international copyright laws. Photos or videos not taken by you, or text that is not written by you may be owned by somebody else, and they may have copyright over such photo, video or text. Accordingly, you must not post any Content that is not taken, written or otherwise created by you or which you otherwise do not have express permission to use.
(b) You warrant that you own, or otherwise have all necessary licences or permissions to use the Content that you post on the Platform and/or Website including, without limitation, any pictures, and all other copyrightable works (or subject matter other than works) posted on the Platform and/or Website by you.
(c) In order to allow Anni to display your Content on the Platform and/or Website, you agree to grant Anni and its Related Bodies Corporate a worldwide, perpetual, non-exclusive, sub-licensable, irrevocable, transferrable, licence fee free and royalty free licence to use and reproduce the Content on any sub page within the Platform and/or Website or otherwise at Anni’s entire discretion (including for marketing purposes), and you warrant that there are no legal or equitable impediments to you granting Anni and its Related Bodies Corporate this licence.
(d) Where there are moral rights in accordance with any applicable law subsisting in your Content, you grant your consent, and must procure the consent of all other joint author(s), to allow Anni and its Related Bodies Corporate to exploit all intellectual property rights in Content posted by you at Anni’s entire discretion, even where such use may amount to an infringement of the author’s (or authors’) moral rights.
10.2 Our Content
(a) All Content on the Platform and/or Website including, (without limitation), the text, graphics, and photos created by or for Anni, Anni’s name, logo and trade marks (whether registered or unregistered), and any content generated by artificial intelligence software on the Platform (including Expert biographies), as well as the ‘look and feel’ of the Platform and Website, including its structure, sequence and organisation (Our Content) is owned by or licensed to Anni, and is subject to copyright and other intellectual property rights under Australian and foreign Laws and international conventions.
(b) Our Content on the Platform and Website is provided to you ‘as is’ for your information and personal use only and may not be used for any other purpose whatsoever without Anni’s prior written consent or as expressly permitted herein. Anni makes no representation or warranty as to the truth or accuracy of any information contained in Our Content.
(c) Anni reserves all its rights at Law and in equity in connection with Our Content. The Services, whether in whole or in part, may not be reproduced, copied, stored or downloaded, and you may not publish, sell, let, hire, or offer to sell, let or hire any part of the Services and any Content posted therein.
(d) You may not do or participate or assist in, or cause, procure, authorise or allow any third party to participate or assist in anything designed to:
(i) discover, or which has the effect of discovering, the design, composition, construction methods, structure, source code, object code or otherwise reverse engineering any part of the Platform and/or Website; or
(ii) infringe, or which has the effect of infringing, any of Anni’s intellectual property rights generally.
(e) You may not, at any time, challenge or oppose, or cause, procure, authorise, allow or assist any third party to challenge or oppose Anni’s exclusive ownership of any intellectual property rights in the Platform and Website.
(f) From time to time, you may contact Anni with any suggestion, comment, feedback or request that you may have in relation to the Platform and/or Websites. By doing so, you acknowledge that the intellectual property rights in any alteration or modification to the Platform and/or Website made as a result of a suggestion, comment, feedback or request that you have made, will immediately belong to Anni and you will have no right, title or interest in connection with such alterations or modifications (including for compensation).
(g) You agree not to use any of Our Content other than as expressly permitted under these Terms and Conditions. If you download or print a copy of Our Content for your personal use, or use which is expressly permitted by law, you must retain all copyright and other proprietary legal notices contained in Our Content.
10.3 Open Source Content
(a) The Platform and/or Website may include or rely upon open source software, codes, modules or languages (Open Source Content). Any and all Open Source Content used by Anni is governed by the relevant open source licences. Anni’s use of such material, if any, in developing the Platform and Website does not infringe any third party intellectual property or other rights.
(b) If you use the Platform and/or Website in a manner that is not permitted under these Terms and Conditions, Anni cannot warrant that such use by you in such manner will be permitted under the relevant open source licensing regimes. You must indemnify and hold Anni and its Related Bodies Corporate harmless from and against any and all Claims, liability and Losses incurred as a result of your use of the Platform and/or Website in a manner not permitted under these Terms and Conditions.
11. INDEMNITY
(a) To the greatest extent permitted by Law, you indemnify Anni and its Related Bodies Corporate against any and all Claims, liability and Losses which may be incurred as a result of, or in connection with (without limitation) any:
(i) breach or alleged breach of these Terms and Conditions;
(ii) intellectual property infringement;
(iii) breach of privacy; and/or
(iv) violation of any Law;
by you or any party on your behalf.
(b) In addition to clause 11(a), you release and discharge Anni and its Related Bodies Corporate to the greatest extent permitted by Law from all Claims which you had, have or may have but for the operation of this clause against Anni or its Related Bodies Corporate in connection with these Terms and Conditions or the Services.
(c) Any failure or delay in or by Anni in enforcing any part of these Terms and Conditions is not to be construed as a waiver of Anni’s rights. Any waiver of Anni’s rights must be given in writing.
(d) You acknowledge this clause 11 survives your use of the Services (including after the cancellation of your Account).
12. LIMITATION OF LIABILITY
(a) Notwithstanding any other provision in these Terms and Conditions, Anni and its Related Bodies Corporate will not be liable for any Loss or damage of any kind or other economic losses in contract, tort (including negligence), under any statute or otherwise arising out of or in any way connected to the Services.
(b) Anni will reasonably endeavour to ensure that the Services are functional at all times. However, Anni make no warranties whatsoever that the Services will be fully functional and free of errors, bugs or viruses. Accordingly, you agree that Anni will not be held liable for any delay, disruption or interruption in your access to the Services. You further agree that Anni will not be liable for any Losses or liability which may be incurred as a result of, or in connection with, or in relation to any loss of functionality of the Services, or any errors, bugs or viruses, whether or not it results in any destruction, interruption or damage to your electronic device from which the Services are accessed.
(c) Anni and its Related Bodies Corporate may plead this clause 12 as a complete defence to any action, proceeding or suit, which may be taken or commenced by a User or on their behalf arising out of the matters referred to in these Terms and Conditions and until this clause 12 is set aside by a final order of a Court, the User must consent to an order staying such action, suit or proceeding.
13. DISPUTE RESOLUTION
(a) If you have any dispute with Anni in relation to these Terms and Conditions or Anni’s enforcement of these Terms and Conditions (Dispute), you must:
(i) notify Anni of the Dispute by all reasonable means, including by email (Notification of Dispute);
(ii) co-operate with Anni or Anni’s authorised representative to resolve the Dispute.
(b) Within 60 days of Anni receiving your Notification of Dispute, you and Anni each agree to use best endeavours to attempt to resolve the Dispute by negotiation.
(c) If the Dispute is not satisfactorily resolved by negotiation between the you and Anni after the 60 day period referred to in clause 13(b) above (or, where both you and Anni agree to a longer period, that longer period), the Dispute will be referred to mediation in accordance with the ADC Guidelines for Commercial Mediation published by the Australian Disputes Centre (ADC) in force at the time to a mediator agreed upon by you and Anni, or if such agreement cannot be reached, a mediator appointed by the ADC.
(d) You and Anni must use best efforts to make use of the mediation process to resolve the Dispute and mediation shall continue until:
(i) the Dispute is resolved; or
(ii) a determination by the mediator that the Dispute is unlikely to be resolved through mediation.
(e) Each party shall bear its own costs in relation to the resolution of the Dispute. The costs of the mediation in accordance with clause 13(c) above will be borne equally between both parties.
(f) During the Dispute, these Terms and Conditions will remain in full force and effect.
(g) Neither party may commence any arbitration or court proceedings without first complying with this clause 13. However, nothing in this clause 13 denies Anni the right to seek urgent interlocutory relief (including an injunction) from an appropriate court in relation to any Dispute arising under these Terms and Conditions.
14. AMENDMENT OF TERMS AND CONDITIONS
(a) Anni reserves the right, in its sole discretion, to amend these Terms and Conditions at any time, which amended Terms and Conditions shall be immediately binding upon you. Anni will use reasonable endeavours to notify you of any updates or changes to these Terms and Conditions (but is not obliged to do so).
(b) You agree that you will be deemed to have reasonable notice of any amendments to these Terms and Conditions once Anni has posted them here or notified you by email. You agree that your continued use of the Services after such notice will be taken as your acceptance of the amended Terms and Conditions.
(c) It is your responsibility to check periodically for any such amendments to these Terms and Conditions. If you do not agree with the amended Terms and Conditions, you must take steps to cancel your Account and immediately stop using the Services.
(d) Notwithstanding clause 14(b) above, where you notify Anni of a Dispute in accordance with clause 13 above, any amendments made to these Terms and Conditions after you have notified Anni of the Dispute will (to the extent they relate to the Dispute) not apply to you until the Dispute has been resolved.
15. SUSPENSION AND CANCELLATION OF ACCOUNT
(a) Anni reserves the right to suspend your Account at any time and for any breach of these Terms and Conditions or any alleged breach of these Terms and Conditions pending investigation.
(b) At conclusion of an investigation into any alleged breach of these Terms and Conditions by you, Anni may in its sole and absolute discretion:
(i) reactivate your Account;
(ii) temporarily suspend your account; or
(iii) permanently cancel your Account in accordance with the remainder of this clause 15.
(c) Anni reserves the right to cancel your Account at any time and for any breach of these Terms and Conditions. If Anni cancels your Account, you may not, under any circumstances, register a new Account without prior written consent and approval from Anni.
(d) Anni may cancel your Account at any time if, in Anni’s reasonable opinion, your Account has remained inactive for a period of [3] years.
(e) Subject to clause 11, you have the right to terminate these Terms and Conditions, at any time for any reason whatsoever by cancelling your Account.
(f) If you wish to cancel your Account, you may contact Anni by email and Anni will endeavour to cancel your Account as soon as practicable.
(g) If Anni cancels your Account in accordance with clause 15(a) above, you will no longer have access to your Account, and you will no longer be authorised to use the Services.
(h) Anni is not, to the greatest extent permitted by Law, liable for any Losses of any kind suffered by you in connection with or arising from the suspension or cancellation of your Account.
16. GOVERNING LAW
These Terms and Conditions are governed by the laws of Western Australia. You agree to submit to the exclusive jurisdiction of the courts of Western Australia.
17. SEVERANCE
If any part of these Terms and Conditions is, or becomes, void or unenforceable, that part is, or will be, severed from these Terms and Conditions so that all parts that are not, or do not become, void or unenforceable remain in full force and effect and are unaffected by that severance.
18. ASSIGNMENT
Anni’s rights and obligations under these Terms and Conditions may be transferred or assigned at any time at Anni’s absolute and sole discretion.
19. INTERPRETATION
(a) Headings in these Terms and Conditions are provided for convenience only and do not form part of these Terms and Conditions or affect its interpretation.
(b) To the extent that there is any inconsistency between these Terms and Conditions and other terms posted on the Services, these Terms and Conditions will prevail.
(c) A clause in these Terms and Conditions must not be construed to the disadvantage of Anni merely because Anni was responsible for the preparation of these Terms and Conditions or any amendments thereto.
(d) “Including” and similar expressions are not words of limitation.
(e) Each of these Terms and Conditions which expressly or by its nature survives termination of these Term and Conditions shall remain fully enforceable notwithstanding such termination.