vvGarage – Terms and Conditions
1. Requirements to create an Account.
Only entities and persons over the age of legal majority who can form legally binding agreement(s) under applicable law are permitted to subscribe to a vvGarage account. In order to distribute the App to your customers you must subscribe by establishing an account and paying the applicable subscription fees. SPA reserves the right to terminate your distribution and use of the App.
When registering for an account you must provide (i) your name, (ii) your business name and mailing address and phone number, (iv) primary administrator information for the account, and (v) billing and related information (“Payment Information”).
2. Applicable Subscription Fee.
You must open a separate account and pay the applicable subscription fee for each physical business location account. Unless prohibited under the terms of a separate and overriding license agreement, SPA reserves the right in its sole discretion to change the subscription fee at any time. In the event SPA changes the subscription fee, SPA will notify you not less than thirty (30) days prior to your renewal date via email using the contact information provided during the account set-up process. In the event SPA changes the subscription fee you may terminate your subscription by notifying us at least five (5) days prior to the renewal date according to the directions set forth in the notice. Failure to terminate your subscription within five (5) days prior to the renewal date and as otherwise described in the notice constitutes your acceptance of the revised terms.
3. Ownership and Permitted Use of the App and the Content
SPA, its licensors, or other third parties own all Content. Content is protected under United States and other countries’ copyright, trademark and other laws and international treaty provisions, and any unauthorised use by you of this Content may subject you to civil and criminal penalties.
Unless your use of the App is subject to additional or different Terms and Conditions (Clause 7. “Other Terms”), you may distribute the App to your customers.
All rights in and to the Content not expressly granted in this Agreement are retained by SPA.
You do not acquire any rights to the App. 2
4. Your Responsibilities with Respect to the Information You Provide and Activities that Occur under Your Account.
At all times during your use of the App, you must (i) provide accurate and truthful information about yourself and your business, and (ii) update your information from time to time as necessary to keep your registration information current and accurate.
You are responsible for all activities that occur under your account. You may not share or allow others to use your user name and password. Please notify SPA as soon as possible if (i) you need to change your password and account information or (ii) you suspect someone is accessing and using your account.
You acknowledge and agree that (i) the App and Content are to be used for information and marketing purposes only and shall not be used for diagnostic purposes, (ii) by Using the App, including, without limitation, viewing any Content, you may be exposed to Content that is inaccurate, misleading, offensive or otherwise objectionable, (iii) you must evaluate and bear all risks associated with your use of or reliance on any Content, and (iv) under no circumstances will SPA be liable in any way for any Content or for any loss or damage of any kind incurred as a result of your use of any Content.
7. Applicability of Other Terms.
In addition to this Agreement, additional or different terms and conditions (“Other Terms”) may apply in connection with certain types of Available Features, Content or Payment, If applicable, these Other Terms will be set forth (i) where you are permitted to access such Available Features/Content, or (ii) in a link adjacent to where you are permitted to access such Available Features/Content. You should carefully review all Other Terms, as applicable, before accessing and using such Available Features/Content. These Other Terms are incorporated into and made a part of this Agreement by reference. In the event this Agreement conflicts with the Other Terms, the Other Terms shall control with respect to the subject matter to which such Other Terms apply.
SPA does not accept ideas, concepts, or techniques (“Comments”) through the App. If you provide Comments to us, you acknowledge and agree that (a) Comments will not be considered confidential or proprietary, (b) SPA and its affiliates are under no obligation to keep Comments confidential, and (c) SPA will have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit Comments in any manner it chooses. 3
9. Reservation of Rights.
Unless subject to additional or different Terms and Conditions, SPA reserves the right in its sole discretion and at any time (i) to deny any account creation request, (ii) to terminate your account and subscription to the App, (iii) to remove any Content from the App, (iv) to modify, interrupt, limit, suspend or discontinue, temporarily or permanently, the App or any subscription to the App, in whole or in part, including, but not limited to, as SPA deems necessary for purposes of maintenance, upgrades and the like, to maintain the App or to comply with applicable law. SPA shall not be liable to you or to any third party for any such modifications, suspensions or discontinuances of the App or subscriptions to the App and shall have no obligation to refund any fees paid pursuant to this Agreement.
10. Restrictions on Your Use of the App.
You must obey the law at all times when Using the App. In addition, you may not, while Using the App:
- • request, or otherwise attempt to obtain or store, personal information, passwords, account information or any other type of information of other users;
- • access or use another person’s account;
- • disguise the origin of any submissions;
- • alter, modify, frame, or “mirror” any Content;
- • create a deep-link to the App;
- • use any data mining, robots, or similar data-gathering and extraction tools in connection with the App;
- • inhibit, disrupt, or otherwise prevent anyone from using or accessing the App or interrupt any user’s experience on the App, including but not limited to acting in any manner that disrupts users’ real-time exchanges or hacking or defacing any portion of the App;
- • disobey any requirements, procedures, policies or regulations of networks connected to the App;
- • modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the App;
- • attempt to gain unauthorized access to the App (or any portion thereof), any Posting, any other systems or networks connected to the App or any server related thereto;
- • Use the App to intentionally or unintentionally violate any applicable local, state, national or international law or regulation.
a. You are obligated to pay all applicable charges under this Agreement, including, but not limited to, subscription fees and applicable taxes. Upon termination or expiration of this Agreement, you shall promptly pay SPA all monies due hereunder. You may use the following methods of payment to pay the applicable subscription fee when you establish your account: MasterCard, Visa or other electronic subscription payment.
b. Payment By Credit Card. You represent and warrant that you have the right and are authorised to use the credit/debit card or other method of payment you present to establish such account and that the billing and related information you provide is accurate and truthful. Applicable limits on your credit/debit cards may prevent you from establishing your account and subscribing to the App. If for any reason you have not authorised charges to be made to your credit/debit card or your credit/debit card issuer does not pay SPA for charges, SPA reserves the right to immediately suspend or terminate your subscription to the App.
c. Billing. For the purposes of this Agreement, the “Total Purchase Price” means subscription fee plus any applicable taxes. Subscriptions to the App will be billed in accordance with the following: 4
- • Our policy is to immediately bill your credit/debit card for the first subscription. You understand and agree that fees for subsequent subscription periods will be authorised/billed automatically (in accordance with the preceding sentence) on a monthly or yearly basis as agreed (each fee paid for an applicable subscription period is a “Subscription Payment”). SPA will continue to bill you monthly or yearly, as applicable, for all amounts due to SPA in connection with your purchase of a subscription to the App whether such amounts become due before or upon termination of the subscription (e.g., any amounts due for a current or future subscription period and any applicable termination fees). In the event the billing information in your applicable account is not current or accurate when a fee for or in connection with your subscription is due such that our attempt to charge your credit/debit card is declined, SPA may immediately terminate your subscription without any further obligations to you.
- • Subject to the provisions of Section 2 of this Agreement, we will charge your credit/debit card for the same amount each time. If a Subscription Payment for your subscription to the App will vary in amount from the immediate past Subscription Payment, SPA will inform you, at least thirty (30) days before the next Subscription Payment is due, what the new amount of your Subscription Payment will be, when it will be charged to your account and how you can cancel your subscription.
12. Renewal of Your Subscription and Your Termination Rights.
a. Renewal. Your subscription to the App shall continue and automatically renew on a monthly or yearly basis, as applicable, unless terminated by you or SPA as provided in this Agreement. In the event that your billing information changes you must update your billing information before the next payment becomes due.
b. Your Termination Rights. You may terminate a monthly subscription by emailing us using the contact information provided in the “Contact Us” section of www.serviceprograms.com.au. We must receive your notice of termination no later than 5:00 p.m. eastern standard time on the fifth (5th) business day preceding the expiration of the then-current subscription period in order for your termination to be effective as of the expiration of the then-current subscription period. Notices received after such time will not be effective until the end of the subsequent subscription period. Upon termination, all amounts owed to SPA with respect to your subscription to the App, including but not limited to any applicable termination fees, shall become due to SPA.
c. Upon termination of a monthly subscription under this Agrrement, a once only cancellation fee of $350.00 AUD + GST will become payable by you to SPA for decommissioning costs.
No refunds, returns or exchanges are permitted with respect to your subscription to the App. All sales are final.
14. Payment Disputes.
If you dispute any charge made under this Agreement, you must notify SPA in writing within sixty (60) days of any such charge. Failure to so notify SPA shall result in the waiver by you of any claim relating to such disputed charge. Charges shall be calculated solely based on records maintained by SPA. 5
The term of this Agreement shall begin on your acceptance of this Agreement and shall continue until terminated as provided herein. SPA may terminate this Agreement and your account at any time upon notice to you.
SPA may amend this Agreement at any time, in its sole discretion, upon advance notice to you in a manner SPA chooses that complies with law. In the event such changes have a material adverse impact on you, your sole remedy is to terminate this Agreement in the manner described in the notice we provide. Failure to terminate this Agreement within ten (10) days after receiving notice and as otherwise described in the notice constitutes your acceptance of the revised terms.
17. Additional Representations and Warranties.
You represent and warrant that: (a) you are eighteen (18) years of age or older, (b) you have the right and ability to enter into this Agreement on behalf of yourself and the entity listed by you as “Business Name” in the account set-up process; (c) all information submitted through your subscription to and use of the App, including, without limitation, through the account set-up process and otherwise, will be true, correct, accurate and complete when supplied and will be updated and revised as and when data previously supplied becomes inaccurate, and (d) if you provide SPA with information concerning a third party, including, without limitation, a third party’s name and address, you have the authority to do so.
18. Warranty Disclaimer.
As to the app, to the fullest extent permitted by law, SPA expressly disclaims all express and implied warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement. SPA does not make any representation or warranty regarding any content and available features made available on the site, including without limitation, the animated works. You assume all responsibility and risk related to your use of the App, including, but not limited to your use of content and available features. SPA will not be responsible for any damage to your computer system or loss of data that results from using the software.
19. Limitation of liability.
SPA shall not be liable under any theory (including negligence) for any incidental, consequential, indirect, special, lost profits or punitive damages arising out of your access to or use of the App, including, but not limited to your use of content and available features, even if SPA has been advised of the possibility of such damages.
In no event shall the liability of SPA for any damages (direct or otherwise) or penalties or loss arising out of or relating to the site, regardless of the form of action or claim, whether in contract, tort (including negligence), delict or otherwise of any type exceed the subscription fees paid to SPA by you pursuant to this agreement during the calendar year during which the applicable claim accrued, any claim for damages in excess thereof being hereby waived by you.
SPA shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action directed at a party specifically, acts of terrorism, earthquake, fire, flood or other acts of god, labor conditions, power failures, or internet disturbances. 6
You agree to defend, indemnify and hold harmless SPA, its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders agents, licensees and employees (cumulatively “Service Programs Australia Indemnitees”) from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise from or relate to (a) your Use of the App, including, but not limited to your use of Content and Available Features, or (b) any breach by you of the representations and warranties set forth in this Agreement.
YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIONS TAKEN BY YOU OR BY ANYONE USING YOUR ACCOUNT.
21. Dispute resolution
21.1 If there is a dispute in relation to any aspect of the services provided by SPA, either party may notify the other in writing of the dispute.
21.2 Following any such notification, there will be a period of 30 days during which both parties must participate in good faith in any negotiations or discussions regarding the dispute which SPA requests the Customer to participate in.
21.3 If the dispute has not been resolved by the end of this 30-day period, SPA may require that the dispute be submitted to mediation in accordance with, and subject to, the Institute of Arbitrators & Mediators Australia and its applicable rules.
21.4 Neither party is permitted to commence any court proceedings or other similar actions relating to a dispute unless it has complied with the procedure set out in this clause.
For all questions and issues arising under this Agreement, please use the following contact information:
By email: firstname.lastname@example.org
The App may display links to other websites or resources sponsored by third parties (such third party sites are known as “Linked Websites”). Access to Linked Websites is at your own risk. These Linked Websites may not be available at all times and may contain content that is untrue, offensive, inaccurate, incomplete, or outdated. SPA does not endorse or provide warranties of any kind as to any Linked Websites (and any websites to which they link). You should review these Linked Websites closely before submitting information to such Linked Websites or allowing children to visit these Linked Websites.
24. System Requirements.
You are responsible for the purchase and maintenance, at your sole cost and expense, of any hardware, software, Internet access, and/or related service access and devices required to use the App. You acknowledge and agree that your ability to use the App will depend on (among other things) the speed of your Internet access and the hardware and software accessing the App (including whether you have obtained the upgrades and updates that are available for such 7
hardware and software). You acknowledge and agree that SPA may, at any time and in its sole discretion, change the Available Features and Content and the requirements (type of Internet access, hardware, software) to use the Available Features and Content. SPA does not guarantee or warrant that you will have access, at any time, to the App or any Available Features or Content.
a. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
b. This Agreement is governed by the laws in force in New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
c. Each party shall perform its obligations under this Agreement in compliance with all applicable international, federal, state and local laws, regulations and ordinances. This Agreement does not create any fiduciary relationships between you and SPA, service providers or other companies that assist with maintaining the App. This Agreement does not create any relationship of principal and agent, partnership or similar relationship. Where appropriate in context, the conjunctive shall include the disjunctive, any shall include all, the singular shall include the plural, and vice versa. Section headings in this Agreement are for convenience only and have no legal or contractual effect. Sections 3, 5-9, 11, 12, 13, 15 and 18-25 shall survive the termination or cancellation of this Agreement.
d. Any rights or obligations hereunder may not be transferred or assigned by you without the prior written consent of SPA. SPA may freely assign and delegate this Agreement and any of its rights or obligations hereunder.