Delegator Terms and Conditions of Use

Updated 10/06/2020

Table of Contents:

  1. Introduction
  2. Changes to the Agreements
  3. Subscriptions
  4. Payments, cancellations, and cooling off
  5. Using our service
  6. Third Party Applications and Devices
  7. User-Generated Content
  8. Rights you grant us
  9. User guidelines
  10. Infringement and reporting User Content
  11. Service limitations and updates
  12. Organisation Accounts
  13. Minimum System Requirements
  14. Support
  15. Term and termination
  16. Warranty disclaimer
  17. Limitation
  18. Third party rights
  19. Entire agreement
  20. Severability, waiver, and interpretation
  21. Assignment
  22. Indemnification
  23. Choice of law, mandatory arbitration, and venue
  24. Communications from us
  25. Contact us

1 Introduction

These are the Delegator Terms and Conditions of Use (“Terms”). It is important you read and understand the following Terms, as they outline your legal rights on Delegator, explain the rights you give to us when you use Delegator, describe the rules everyone needs to follow when using Delegator and CONTAIN A CLASS ACTION WAIVER AND AN AGREEMENT ON HOW TO RESOLVE ANY DISPUTES THAT MAY ARISE BY ARBITRATION

Once you’ve read these Terms, please also become familiar with our Privacy Policy.

Congratulations on choosing to use Delegator (“Delegator,” “we,” “us,” “our”). Delegator provides visualisation and efficiency of workflow in your business. By signing up or otherwise using any of these Delegator services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “Delegator Service” or “Service”), or accessing other content or material that is made available through the Service (the “Content”) you are entering into a binding contract with the Delegator entity indicated in Section 25 (Contact us).

Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below, other than terms with any third parties (collectively, the “Agreements”). The Agreements include terms regarding future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy, waiver of class actions, and resolution of disputes by arbitration instead of in court. If you want to review the terms of the Agreements, the current effective version of the Agreements will be kept up to date at delegator.com.au/terms. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Delegator Service or access any Content.

In order to use the Delegator Service and access any Content, you need to (1) be over 16 and (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws. You also promise that any registration information that you submit to Delegator is true, accurate, and complete, and you agree to keep it that way at all times.

2 Changes to the Agreements

On occasion, we will make changes to the Agreements for various reasons. These include, but are not limited to; improving the functionality or features of the Service, ensuring the security of the Service and for legal or regulatory reasons.

If we make significant changes to the Agreements, we will endeavour to give you reasonable notice, by contacting you directly, or via blanket notification within the Service. Once you are notified of changes, your acceptance of the changes will be your continued use of the Service. It is therefore important that you read any notice related to the Agreements carefully and if you subsequently determine you need to terminate your use of the Service, you may do so by contacting us or using the Billing console within the Service.

3 Subscriptions

3.1 Subscription Plans

You can find a description of our Subscription Plans on our website. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms. We will explain which services are available to you when you are signing up for the services.

If we make a change to one of our Subscription Plans (including the price) during your period of subscription, we will honour your current Subscription until the end of your next billing period and contact you via electronic mail regarding the changes. Delegator reserves the right to alter the Subscription Plans at any time subject to applicable law and will give customers reasonable notice to accept the changes or terminate their subscription. Continuing to use the Service once notified of changes to Subscription Plans will be considered as your accepting of the changes. In some circumstances, Delegator may allow customers to continue on their current subscription, this will be negotiated at the discretion of Delegator.

Payment details must be provided to our third party subscription service Chargebee in order to begin your use of delegator. The way Chargebee and Delegator store and use this data is described in our Privacy Policy. If you have received a free trial coupon code, you may be exempt from providing these details until the end of the trial period.

3.2 Free trials

We may offer a free trial (a “Trial”) of the Service for a specified period via coupon codes and the Chargebee subscription service. Delegator may determine your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.

For some Trials, we may require you to provide your payment details to start the Trial. By providing such details you agree that we may automatically begin charging you for the Subscription Plan and associated usage on the first billing cycle following the end of the Trial on a recurring monthly basis or another interval that we disclose to you in advance. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE TRIAL IN THE BILLING CONSOLE OR CONTACT US WITH REASONABLE NOTICE TO CANCEL YOUR SUBSCRIPTION.

4 Payments, cancellations, and cooling off

4.1 Billing

To use Delegator, you must sign up to a Subscription Plan. You will be billed for your use on the monthly anniversary of the beginning of your Subscription. You will be billed for each user according to the amount stated on your Subscription Plan. Billing is calculated daily and all subscriptions are to be paid in Australian dollars. You are charged per user per day prorated.

4.2 Renewal; Cancellation

Your Paid Subscription to Delegator will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period by contacting us or using the Billing console within the Service.

The cancellation will take effect the day after your cancellation and you will be invoiced for your use in the current billing period. We will not refund any subscription fees already paid to us. If you wish to receive a full refund of all monies paid to Delegator during the current billing period, you must contact us. When we process any refund, we will refund amounts using the method you used for payment.

5 Using our service

The Delegator Service and the Content are the property of Delegator Pty Ltd. We grant you limited, non-exclusive, revocable permission to make use of the Delegator Service, and limited, non-exclusive, revocable permission to make personal, non-commercial use of the Content (collectively, “Access”). This Access shall remain in effect until and unless terminated by you or Delegator.

The Delegator software applications and the Content are not sold or transferred to you, and Delegator and its licensors retain ownership of all copies of the Delegator software applications and Content even after installation on your mobile handsets, tablets, wearable devices, and/or other devices (“Devices”).

All Delegator trademarks, service marks, trade names, logos, domain names, and any other features of the Delegator brand (“Delegator Brand Features”) are the sole property of Delegator Pty Ltd. The Agreements do not grant you any rights to use any Delegator Brand Features whether for commercial or non-commercial use.

You agree to abide by our User guidelines (Section 9) and not to use the Delegator Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, Delegator grants no right, title, or interest to you in the Delegator Service or Content.

6 Third Party Applications and Devices

The Delegator Service is integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) such as Chargebee. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Delegator is not responsible or liable for the behavior, features, or content of any Third Party Application or Device or for any transaction you may enter into with the provider of any such Third Party Applications and Devices, nor does Delegator commit to continuing compatibility of the Third Party Applications with the Service.

7 User-Generated Content

Delegator users may contribute content to the Service such as task templates, labels and profile pictures (“User Content”).

You promise that, with respect to any User Content you contribute on Delegator, (1) you own or have the right to contribute such User Content, and (2) such User Content, or its use by Delegator as contemplated by the Agreements, does not violate the Agreements or any other rights set forth within the User guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Delegator or any company, entity or individual without express written consent from Delegator or such individual or entity.

Delegator may, but has no obligation to, monitor, review, or edit User Content. In all cases, Delegator reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in Delegator’s sole discretion, violates the Agreements. Delegator may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.

You are solely responsible for all User Content that you contribute. Delegator is not responsible for User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST DELEGATOR RELATED TO USER CONTENT THAT YOU CONTRIBUTE, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD DELEGATOR HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.

8 Rights you grant us

In consideration for the rights granted to you under the Agreements, you grant us the right to (1) allow the Delegator Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide information to you via the Service and (3) to use your User Content for marketing or any other business purpose.

If you provide feedback, ideas, or suggestions to Delegator in connection with the Delegator Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Delegator to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.

9 User guidelines

We’ve established a few ground rules for you to follow when using the Service. You must follow these rules and should encourage other users to do the same. The following is not permitted for any reason whatsoever:

  • reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the Delegator Service, Content or any part thereof except to the extent permitted by applicable law. [If applicable law allows you to decompile any part of the Delegator Service or the Content where required in order to obtain the information necessary to create an independent program that can be operated with the Delegator Service or with another program, the information you obtain from such activities (a) may only be used for the foregoing objective, (b) may not be disclosed or communicated without Delegator’s prior written consent to any third party to whom it is not necessary to disclose or communicate in order to achieve that objective, and (c) may not be used to create any software or service that is substantially similar in its expression to any part of the Delegator Service or the Content];
  • circumventing any technology used by Delegator or any third party to protect the Content or the Service;
  • selling, renting, sublicensing, or leasing of any part of the Delegator Service or the Content;
  • circumventing any territorial restrictions applied by Delegator;
  • artificially reducing the calculated use of the Service to reduce billing costs;
  • removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or the Service or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
  • circumventing or blocking advertisements in the Delegator Service, or creating or distributing tools designed to block advertisements in the Delegator Service
  • providing your password to any other person or using any other person’s username and password;
  • “crawling” the Delegator Service or otherwise using any automated means (including bots, scrapers, and spiders) to view, access, or collect information from Delegator or the Delegator Service;
  • selling a user account, or otherwise accepting or offering to accept any compensation, financial or otherwise, to allow the use of your user account by any other person or entity.

Do not engage in any activity, contribute any User Content, or register and/or use a username, which is or includes material that:

  • is offensive, abusive, defamatory, pornographic, threatening, or obscene;
  • is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of Delegator or a third party;
  • includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
  • includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
  • is intended to or does harass or bully other users;
  • impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
  • involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar;
  • involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by Delegator;
  • links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Delegator;
  • interferes with or in any way disrupts the Delegator Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Delegator’s computer systems, network, usage rules, or any of Delegator’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
  • conflicts with the Agreements, as determined by Delegator.

You acknowledge and agree that contributing any User Content that violates these User guidelines (or that Delegator reasonably believes violates these User guidelines) may result in immediate termination or suspension of your Delegator account. You also agree that Delegator may reclaim your username where it is reasonable for us to do so, including if you have violated the Agreements. Delegator has no responsibility for your choices to post material on the Service. If you believe that any Content does not comply with the User guidelines, please contact us.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.

10 Infringement and reporting User Content

If you think that any Content infringes your intellectual property rights or other rights, please contact us. If Delegator is notified by a copyright holder that any Content infringes a copyright, Delegator may in its sole discretion remove such Content from the Service, or take other steps that Delegator deems appropriate, without prior notification to the user or other party who supplied or posted that Content.

11 Service limitations and updates

Delegator will make reasonable efforts to keep the Delegator Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. Delegator reserves the right, periodically and at any time, to update or discontinue, temporarily or permanently, functions and features of the Delegator Service, with advance notice where possible, and with consideration of user traffic, all without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of the Delegator Service or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to the Service, or to implement advancements in science and technology or ensure the operability or the security of the Service, legal and regulatory reasons.

You understand, agree, and accept that Delegator will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law.

It is your responsibility to maintain an up to date version of the mobile application.

12 Organisation Accounts

If you establish a Delegator account on behalf of a company, organisation or entity (a “Organisation,” and such account a “Organisation Account”), the terms “you” and “your,” as used throughout the Agreements, apply to both you and the Organisation. If you create an Organisation Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and to bind the Organisation to the Agreements.

13 Minimum System Requirements

In order for the Service to function as intended, you must have the following minimum system requirements:

  • PC - You need to have a browser installed capable of running the Web application; Apple Safari, Google Chrome, Mozilla Firefox or Microsoft Edge
  • Android - Android version 4.4
  • iOs - iOS version 12 or 13

14 Support

For support with any questions regarding your use of Delegator (“Support Queries”), please contact us via our website or electronic mail. We will make reasonable effort to respond to all Support Queries within a reasonable time frame but we make no promises that any Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.

15 Term and termination

The Agreements will continue to apply to you until terminated by either you or Delegator. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Delegator may terminate the Agreements or suspend your access to the Delegator Service at any time, including in the event of your actual or suspected unauthorised use of the Delegator Service and/or Content, non-compliance with the Agreements, or if we withdraw Services and/or Content (in which case we shall provide you reasonable notice in advance of doing so). If you or Delegator terminate the Agreements, or if Delegator suspends your access to the Delegator Service, you agree that Delegator shall have no liability or responsibility to you, and Delegator will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at any time. To terminate your Delegator account, please contact us or use the Billing Console within the Service. This section will be enforced to the extent permissible by applicable law.

16 Warranty disclaimer

YOU UNDERSTAND AND AGREE THAT THE DELEGATOR SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. DELEGATOR MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DELEGATOR DOES NOT WARRANT THAT THE DELEGATOR SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, DELEGATOR MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE DELEGATOR SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND DELEGATOR IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING.

NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM DELEGATOR SHALL CREATE ANY WARRANTY ON BEHALF OF DELEGATOR.

WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS SECTION SHALL HAVE THE EFFECT OF LIMITING DELEGATOR’S LIABILITY IN THE EVENT OF TOTAL OR PARTIAL NON-PERFORMANCE OR INADEQUATE PERFORMANCE OF ITS ESSENTIAL OBLIGATIONS FOR PROVIDING THE SERVICE UNDER THE AGREEMENTS. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

17 Limitation

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE DELEGATOR SERVICE IS TO UNINSTALL ANY DELEGATOR SOFTWARE AND TO STOP USING THE DELEGATOR SERVICE. YOU AGREE THAT DELEGATOR HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE DELEGATOR SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO DELEGATOR, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

IN NO EVENT WILL DELEGATOR, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

(1) ANY LOSS OR DAMAGE (INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY, DAMAGES) WHICH IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT; (2) ANY: (A) LOSS OF USE; (B) LOSS OF DATA; (C) LOSS OF BUSINESS; (D) LOSS OF PROFITS; OR (E) DAMAGE TO DEVICES, TO THE EXTENT YOU COULD HAVE AVOIDED SUCH DAMAGE BY FOLLOWING OUR ADVICE TO APPLY UPDATES TO THE SERVICES OR CONTENT OR IF SUCH DAMAGE IS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE DELEGATOR SERVICE, DEVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER DELEGATOR HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;

(3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE DELEGATOR SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO DELEGATOR DURING THE PRIOR TWELVE MONTHS IN QUESTION; OR

(4) NON-PERFORMANCE OR INADEQUATE PERFORMANCE OR DELAY TO THE OBLIGATIONS DERIVING FROM THE AGREEMENTS CAUSED BY FORCE MAJEURE OR ANY CAUSE WHICH IS NOT REASONABLY FORESEEABLE OR BEYOND DELEGATOR’S REASONABLE CONTROL.

Nothing in the Agreements removes or limits Delegator’s liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

18 Third party rights

Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Delegator, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Delegator only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. Apple has no warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service.

19 Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and Delegator, the Agreements constitute all the terms and conditions agreed upon between you and Delegator and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

Please note, however, that certain aspects of your use of the Delegator Service may be governed by additional agreements. That could include, for example, access to the Delegator Service as a result of a free or discounted Trials, or together with other services. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. For example, your use of Delegator may be governed by a separate Saas Agreement. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.

20 Severability, waiver, and interpretation

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Delegator or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Delegator’s or the applicable third party beneficiary’s right to do so.

As used in these Terms, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.”

21 Assignment

Delegator may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and Delegator may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party.

22 Indemnification

You agree to indemnify and hold Delegator harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Delegator Service; and (4) your violation of any law or the rights of a third party.

23 Choice of law, mandatory arbitration and venue

23.1 Governing Law / Jurisdiction

Unless otherwise required by a mandatory law of any other jurisdiction, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of Australia, without regard to choice or conflicts of law principles.

Further, you and Delegator agree to the jurisdiction of the Australian courts of law to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them).

23.2 CLASS ACTION WAIVER

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND DELEGATOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Delegator agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

23.3 ARBITRATION

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 23.3. is enforceable, the following mandatory arbitration provisions apply to you:

23.3.1 Dispute resolution and arbitration

You and Delegator agree that any dispute, claim, or controversy between you and Delegator arising in connection with or relating in any way to these Agreements or to your relationship with Delegator as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.

23.3.2 Exceptions

Notwithstanding clause 23.3.1 above, you and Delegator both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a small claims court ,(2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims.

23.3.3 Arbitration rules

Any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including any question regarding their existence, validity or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Melbourne, Australia. The language of the arbitration shall be English. The number of arbitrators shall be determined according to Article 10 of the ACICA Arbitration Rules.

23.3.4 Time for filing

Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

23.3.5 Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by registered post or express post (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Delegator's address for Notice is: [Delegator Pty Ltd, Attn: Directors, 295 Guys Hill Road, Strathfieldsaye, VIC 3551 ]. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to make reasonable efforts to resolve the claim directly, but if we can not reach an agreement to do so within 30 days after the Notice is received, you or Delegator may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Delegator shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Delegator shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Delegator in settlement of the dispute prior to the arbitrator’s award; or (3) $100.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor Delegator shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.

23.3.6 Modifications

In the event that Delegator makes any future change to this arbitration provision (other than a change to Delegator's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Delegator's address for Notice, in which case your account with Delegator shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.

23.3.7 Enforceability

If the class action waiver at Section 23.2 is found to be unenforceable in arbitration or if any part of this Section 23.3 is found to be invalid or unenforceable, then the entirety of this Section 23.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 23.1 shall govern any action arising out of or related to the Agreements.

24 Communcations from us

Delegator will from time to time send communications to you via the Services and electronic mail regarding product updates, new products, features or similar marketing material. But accepting these Terms, you agree to receive such communications. If you do not wish to receive marketing material or other promotional information from Delegator, please alter your communications preferences by contacting us.

25 Contact us

If you have any questions concerning the Delegator Service or the Agreements, please contact Delegator by visiting our website delegator.com.au or reaching out to contact@delegator.com.au.

Contracting entity: Delegator Pty Ltd

Bendigo, VIC

Australia

PRIVACY POLICY TERMS AND CONDITIONS

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