Terms & Conditions — Only Friends

Only Friends Terms & Conditions

1) Acceptance of Terms

1.1 By using our site, you indicate that you accept and will abide by these terms of use and our Privacy Policy (together, the agreement) including any terms that we may amend from time to time. If you do not agree to this agreement, please refrain from using our site.

2) Status of Relationship

2.1 Nothing on our site or in this agreement constitutes an offer or shall establish any partnership or joint venture between any of the parties, constitute a party the agent of the other party or authorise a party to make or enter into any commitments for the other party, except as expressly authorised by you or us (as the case may be).

3) Accessing our Site

3.1 We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. We will not be liable if for any reason our site is unavailable at any time or for any period. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

3.2 If you are provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password at any time, if in our opinion you have failed to comply with any of the provisions of this agreement.

4) Intellectual Property Rights

4.1 We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it, unless otherwise stated. Those works are protected by copyright laws and treaties around the world. All rights are reserved.

4.2 You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site. But you must not use any part of the materials on our site for commercial purposes without our consent. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way.

4.3 Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

5) Liability and Reliance on Information

5.1 Material posted to this website is intended to provide general information on Only Friends. It is for informational purposes only and is not intended to amount to representations or advice on which reliance can be placed.

5.2 Although efforts are made to ensure material on our site is current, complete and accurate, to the extent permitted by law:

(a) content is provided without any guarantees, conditions or warranties, express or implied; and

(b) we will not be liable for any loss or damage of any kind arising out of, or in connection with, the use of our site by you, including reliance on any information on our site by any visitor to our site, or by anyone who may be informed of any of its contents.

6) Security

6.1 We will not be liable for any loss or damage caused by any technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website it links to.

7) Linking

7.1 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only and are not necessarily checked, approved or endorsed by us. We have no control over, and we are not responsible for, the availability of the links, the contents of those sites or resources, or their compliance with law, and we accept no responsibility or liability for them or for any loss or damage that may arise from your use of them.

7.2 You may link to our home page on a website owned by you, provided you do so in a way that is fair and legal and does not damage our reputation, but you must not suggest any form of association, approval or endorsement on our part where none exists. Our site must not be framed on any other site.

7.3 We reserve the right to withdraw linking permission without notice.

8) Acceptable Use

8.1 You may, in accordance with this agreement:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(d) stream video files from our website; and

and you must not use our website for any other purposes.

8.2 Except as expressly permitted by Section 8.1 or the other provisions of this agreement, you must not download any material from our website or save any such material to your computer and you acquire no rights in or to Only Friends or our intellectual property rights.

8.3 Unless you own or control the relevant rights in the material, you must not:

(a) except as expressly permitted by this agreement, edit or otherwise modify any material (including Only Friends Material) on our website;

(b) republish material from our website (including republication on another website);

(d) show any material from our website in public;

(e) reproduce, duplicate, copy or otherwise exploit material from our website for a commercial purpose; or

(f) redistribute material from our website.

8.4 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

8.5 You must not:

(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent; or

(e) access or otherwise interact with our website using any robot, spider or other automated means.

8.6 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and not misleading.

9) Privacy

9.1 We are committed to respecting your privacy. We will always collect, store, use and disclose personal information in accordance with applicable privacy laws. However, we have also put in place a Privacy Policy to protect personal information you submit or we collect.

9.2 We have structured our site so that, in general, you can visit our site without identifying yourself or revealing any personal information. You do not have to provide personal information to access our site, but if you do not provide certain personal information, then you may not be able to access some of the areas and facilities of our site and we may not be able to carry out your instructions.

9.3 The personal information we collect may include information about people who are employees, directors or principals of yours. We ask you to help us to make sure that these people are aware that our arrangements with you may involve collection of personal information about them.

9.4 If you choose to provide us with personal information when using our site or in some other manner, we will only store, use or disclose that information in accordance with our Privacy Policy and applicable privacy laws.

9.5 We may collect aggregated information by using cookies. Cookies are unique identification numbers like tags that are placed on the browser of internet users. The cookies do not in themselves identify users personally, but may link back to a database record about them. We may use cookies to track any aspect of our site or services.

9.6 We may use services such as Google Analytics, which will issue cookies from their own servers and which will be able to track website visitors throughout relevant websites. We do not control how those cookies are issued, or the data that they store.

9.7 We may use “web beacons” (electronic images also known as pixel tags or clear gifs) to recognise a cookie on your computer when you view or act upon a web page, an advertisement that we have placed on a third party web page, or an email or other electronic communication that we have sent.

9.8 We may also use Local Shared Objects, sometimes referred to as “Flash” cookies. Use of Local Shared Objects can help deter, detect and prevent fraud and can support our Online Services.

9.9 We will also ensure that we comply with applicable laws regarding unsolicited electronic messages, by including accurate sender information and a functional unsubscribe facility. If you provide us with your personal information, you consent to receiving information from us to promote and market services, or the products and services of others.

10) Electronic mail

10.1 E-mail and electronic transmission of confidential or privileged documents or advice is a convenient method of delivery. However, internet mail is not secure and any communications or documents transmitted may be interfered with, contain computer viruses or other defects and may not be successfully replicated on other systems. We will not be liable for any copying, recording, reading or interference by others during or after a transmission, for any delay or non-delivery or for any damage caused in connection with a transmission.

10.2 If you have any doubts about the authenticity of any communications or documents purportedly sent by us, please contact us immediately.

11) Jurisdiction

11.1 This agreement is governed by the laws of Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Australia. We reserve the right to bring proceedings against you for breach of this agreement in your country of residence or any other relevant country.

12) Variations

12.1 We may revise this agreement at any time (with immediate effect) by amending this page and will not be required to notify you of any such change. Please do not make any assumption that these same terms of use will apply to your future use of our site. We recommend you regularly visit our site and check whether this agreement has changed. If you do not agree with any part of this agreement (including as altered, modified or updated) you must not continue to use our site. Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on our site.

13) Contact Details

13.1 This website is owned and operated by Only Friends Ltd. You may contact us at any time by email to support@onlyfriends.com.au

14) Interpretation

14.1 In this agreement, unless the context indicates otherwise:

(a) Words in the singular include the plural and those in the plural include the singular.

(b) References to including or includes shall be deemed to have the words “without limitation” inserted after them.

(c) References to applicable law shall be deemed to be references to the laws in the country in which we are domiciled or in the countries in which we consider that we carry on business.

(d) Writing or written includes faxes but neither e-mail nor any other form of electronic communication, except where expressly provided to the contrary.

If you have any questions about anything in this document, send us an email to support@onlyfriends.com.au

Membership Terms & Conditions

OnlyFriends’ Membership Terms and Conditions, which are a contract between you, the user, and OnlyFriends, the provider. They contain important information about how you can use OnlyFriends and how your membership works, as well as our responsibilities to you as a Member. As soon as you start using OnlyFriends, these Terms and Conditions are legally binding, so we recommend you read them first.

Contents

Using OnlyFriends

Our agreement
OnlyFriends
Your account
Only Friend’s Share
Your content
Other content, sites, apps, and security
OnlyFriends Coins
Competitions
Your credit card security
Ownership and branding
Confidentiality and publicity
Cancellation, suspension and termination of Your Account
Right to suspend or terminate
Important confirmations
Our liability
Disputes
General
Definitions and interpretation

Competition Terms and Conditions

Using OnlyFriends

To use OnlyFriends, you must create an account. To do that, you must be:

be at least 40 years old; and
be legally permitted to use OnlyFriends by the laws of your home country.

You can create an account (“Your Account”) by completing and submitting the membership registration form on our website, and complying with our other requirements under this agreement and as we notify you from time to time.

We’re sure you’ll love using OnlyFriends, but if you want to leave at any time you can do so by cancelling your membership. Please note that there are no refunds and that you must also contact OnlyFriends to complete your cancellation.

1 Our agreement

1.1 OnlyFriends is an online community for people over 20, as described in section 2.

1.2 By subscribing to OnlyFriends, you are a Member and are governed by these Terms and Conditions, our Code of Conduct, our Acceptable Use Policy, and our Privacy Policy. If you don’t agree with these Terms and Conditions you must stop using OnlyFriends .

1.3 We may occasionally modify our Terms and Conditions, our Code of Conduct, our Acceptable Use Policy, and our Privacy Policy. If we make material changes, we will let you know through our website or by other means, to provide you with the opportunity to review the changes that are to become effective. Please do not assume that the terms and conditions of this agreement will apply to your future use of the Services. We recommend you regularly visit our website and check whether any aspect of this agreement has changed. If you do not agree with any of the changes, you must not continue to use OnlyFriends. Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on our website.

1.4 You are responsible for deciding if you want to access or use third party apps or sites that OnlyFriends links to. Third-party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent that it may be required by applicable law, we are not responsible for these other sites and apps – use them at your own risk.

2 OnlyFriends

2.1 OnlyFriends comprises the communications and other features and services we make available to Members on our website from time to time. We may add, alter, or discontinue any component of OnlyFriends at any time without notice or explanation. We will not be liable if for any reason our site is unavailable at any time or for any period. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

2.2 OnlyFriends is not a storage service. We do not promise to store or keep showing any information or content that you’ve posted. You agree that we have no obligation to store, maintain or provide you with a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

2.3 We reserve the right to limit your use of OnlyFriends including:

● Your coins or rewards or other benefits associated with Your Account

● Your ability to contact other Members or your number of connections

We also reserve the right to restrict, suspend or terminate Your Account if we believe that you may be in breach of this agreement or law or are otherwise misusing OnlyFriends.

2.4 We restrict the ability for male OnlyFriends members to send unsolicited messages to female OnlyFriends members. Male members may message female members only when the female member has instigated the conversation.

2.5 Content posted to our website is intended to provide general information on OnlyFriends. It is for informational purposes only and is not intended to amount to representations or advice on which reliance can be placed.

2.6 Although efforts are made to ensure material on our site is current, complete and accurate, to the extent permitted by law:

(a) content is provided without any guarantees, conditions or warranties, express or implied; and

3 Your account

3.1 When you create your OnlyFriends account you will be asked to choose a user ID and password. Your user ID must not be liable to mislead and must comply with OnlyFriends content rules.

3.2 To use OnlyFriends, you agree and confirm that:

(a) you are over 20 years of age;

(b) you will only have one account; and

3.5 You agree to pay us the applicable fees and taxes specific to Your Account. Failure to pay amounts due will result in the termination of Your Account and we will have no liability to you in that regard. Also, you agree that:

(a) Your purchase may be subject to foreign exchange fees or differences in prices based on location.

(b) We may store and continue billing your payment method (such as your credit card) even after it has expired, to avoid interruptions in the Services we provide to you and to use to pay for other Services you may purchase from us from time to time.

(c) Your recurring payments will be charged automatically at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, your cancellation request must be received 48 hours before the next subscription period or renewal date

(d) All of your purchases are subject to our refund policy. We do not provide refunds on any fees or charges, including partially used periods or bank/merchant fees. Refer to paragraph 11. for specific information regarding cancellation of your account.

(e) We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

3.6 When you create your OnlyFriends account, you will be added to the OnlyFriends newsletter subscriber list so we can send you updates from time to time. However, you will have the ability to unsubscribe from this newsletter when you receive it.

3.7 You agree that we will provide notices to you in the following ways: (1) a notice within OnlyFriends website or services, or (2) a message sent to the contact information you provided us (e.g., email, mobile number, physical address).

4 OnlyFriends Share

4.1 Share is an online feature that allows you to list skills, products or experiences to share or sell. Share is only available to eligible members, which we may change from time to time.

4.2 Share must only be used for those purposes that are listed in each available category and must not be used for any other purpose. All listings are approved by an administrator before it is made visible on the site. If we deem that your listing does not meet requirements outlined in this document, your listing will not be approved and you will be notified by email.

4.3 OnlyFriends is not responsible or liable for any transactions that occur because of an advertisement you have placed or responded to. We strongly recommend that you are extremely cautious when providing other members with personal information, such as contact information or addresses. We recommend using OnlyFriends Messages for contact and organising to meet in a public place.

4.4 Share can not be used to find romance or companionship. OnlyFriends is strictly a friendship only community and unsolicited contact or messages through any of our channels will not be tolerated.

4.5 Those members found to be breaching the use of Share in accordance with our Code of Conduct and Membership Terms and Conditions may be subject to having their membership suspended or terminated as per section 12, Cancellation, suspension and termination of Your Account, of this agreement.

5 Your content

5.1 Our Acceptable Use Policy contains important rules about your content, advertisements, and communications that utilise any of the services we offer. It is important that you read our Acceptable Use Policy and watch for each update to that policy, to ensure that your use of OnlyFriends complies with your obligations to us. You confirm that all works and materials (including text, graphics, images, and files) that you submit to us or our website for storage or publication under Your Account (your content) will always comply with our Acceptable Use Policy.

5.2 You may edit your content to the extent permitted using the editing functionality made available on our website.

5.3 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to reproduce, store, adapt, publish, and distribute your content under or in respect of Your Account.

5.4 Without prejudice to our other rights under these terms and conditions, if you breach any provision of this agreement in any way, or if we reasonably suspect that you have breached this agreement in any way, we may delete, unpublish or edit any or all of your content without liability to you. We may also moderate any or all of your content, as we determine appropriate in our sole discretion.

5.5 OnlyFriends allows messaging and sharing of information in many ways, such as your profile, links to news articles, classified postings and referrals. Information and content that you share or post may be seen by other Members or visitors to our website. Where we have made settings available, we will honour the choices you make about who can see content or information.

6 Other content, sites, apps, and security

6.1 By using OnlyFriends, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We generally do not review content provided by our Members or others. You agree that we are not responsible for others’ (including other Members’) content or information. We cannot always prevent this misuse of our services, and you agree that we are not responsible for any such misuse.

6.2 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only and are not necessarily checked, approved or endorsed by us. We have no control over, and we are not responsible for, the availability of the links, the contents of those sites or resources, or their compliance with law, and we accept no responsibility or liability for them or for any loss or damage that may arise from your use of them.

6.3 You are responsible for deciding if you want to access or use these third party apps or sites that link from our website. Third party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent it may be required by applicable law, we are not responsible for these other sites and apps – use these at your own risk

6.4 OnlyFriends may, through our OnlyFriends Travel feature, publish information from and provide links to third parties to facilitate travel opportunities, arrangements and related assistance. Where OnlyFriends Travel publishes links to any third party app or website, it is important that you note these third party apps and sites are not affiliated with OnlyFriends in any way, we have no control over the content of such apps or websites and we are not responsible for the accuracy or content of any third party apps or sites. You acknowledge that you access such third party apps, sites and information at your own discretion and risk and that OnlyFriends makes no promises or assurances as to the accuracy, completeness or fitness for purpose of such third party apps, sites, the information they contain or your travel arrangements utilising those third party services. When you follow a link to, or otherwise engage with, any such third party provider you will be bound to the terms and conditions of that third party provider.

6.5 You acknowledge that OnlyFriends will not be liable for any loss or damage caused by any technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website it links to.

6.6 You acknowledge that email is not a secure system and any communications or documents transmitted may be interfered with, contain computer viruses or other defects and may not be successfully replicated on other systems. We will not be liable for any copying, recording, reading or interference by others during or after a transmission, for any delay or non-delivery or for any damage caused in connection with a transmission.

6.7 If you have any doubts about the authenticity of any communications or documents purportedly sent by us, please contact us immediately.

7 OnlyFriends Coins

7.1 We may change the redemption and distribution values of OnlyFriends Coins at any time without notice. The most up-to-date values of OnlyFriends Coins will be displayed on OnlyFriends’s website. When you wish to redeem your OnlyFriends Coins as per these values, we will remove the number of redeemed OnlyFriends Coins from your account when we send your reward.

7.2 OnlyFriends Coins will expire after a period of time if unused. We will display points expiry information on the OnlyFriends website.

7.3 If you cancel your OnlyFriends membership, all OnlyFriends Coins that you have earned will become null and void.

7.4 If your membership is cancelled or suspended by OnlyFriends for any reason any coins earned will become null and void and will not be redeemed.

7.5 OnlyFriends coins are not transferable to other members and only remain active while you are a OnlyFriends member.

7.6 If you cancel your membership and then choose to reactivate your membership at a later date, your OnlyFriends coin balance will not be reactivated with your new membership.

8 Competitions

8.1 OnlyFriends will run various competitions at various times and can close off any competition at any time.

8.2 Each competition will have its own Terms and Conditions, however, these general Terms and Conditions will apply to all competitions.

● This competition is run by OnlyFriends Ltd AU, PO Box 1132, Sanctuary Cove, QLD 4212

● The competition is open to residents of Australia aged 20 years or over except employees of OnlyFriendsand their close relatives and anyone otherwise connected with the organisation or judging of the competition.

● There is no entry fee and no purchase necessary to enter this competition.

● By entering this competition, you agree to be bound by these terms and conditions.

● To enter the competition, and for details of how to enter, visit http://www.onlyfriends.com.au

● Closing date for entry will be listed on the individual competition page. After this date, OnlyFriends Ltd will not accept further entries.

● OnlyFriends does not accept responsibility for entries not received for whatever reason.

● The rules of the competition and how to enter are listed on the individual competition page.

● OnlyFriends Ltd reserves the right to cancel or amend the competition and these terms and conditions without notice in the event of a catastrophe, war, civil or military disturbance, act of God or any actual or anticipated breach of any applicable law or regulation or any other event outside of the promoter’s control. Any changes to the competition will be notified to entrants as soon as possible by OnlyFriends.

● OnlyFriends Ltd is not responsible for inaccurate prize details supplied to any entrant by any third party connected with this competition.

● The prize is stated on the individual competition page.

● The prize is as stated, and no cash or other alternatives will be offered. The prize is not transferable. Prizes are subject to availability, and we reserve the right to substitute any prize with another of equivalent value without giving notice.

● Winners will be chosen at random by software, from all entries received and verified by Promoter and or its agents OR as a result of a popular vote conducted via social media sites as measured and recorded and verified by Promoter and or its agents.

● The winner will be notified by email and/or OnlyFriends Message within 28 days of the closing date. If the winner cannot be contacted or does not claim the prize within 14 days of notification, we reserve the right to withdraw the prize from the winner and pick a replacement winner.

● OnlyFriends will notify the winner when and where the prize can be collected/is delivered.

● OnlyFriends’ decision in respect of all matters to do with the competition will be final, and no correspondence will be entered into.

● The competition and these terms and conditions will be governed by Australian law, and any disputes will be subject to the exclusive jurisdiction of the courts of Australia.

● The winner agrees to the use of his/her name and image in any publicity material, as well as their entry. Any personal data relating to the winner or any other entrants will be used solely in accordance with current Australian data protection legislation and will not be disclosed to a third party without the entrant’s prior consent.

● The winner’s name will be available 28 days after closing date by emailing support@onlyfriends.com.au

● This promotion is in no way sponsored, endorsed or administered by, or associated with, Facebook, Twitter or any other Social Network. You are providing your information to OnlyFriends Ltd and not to any other party. The information provided will be used in conjunction with the following Privacy Policy found here (hyperlink).

● OnlyFriends Ltd shall have the right, at its sole discretion and at any time, to change or modify these terms and conditions, such change shall be effective immediately upon posting to this webpage.

● OnlyFriends also reserves the right to cancel the competition if circumstances arise outside of its control.

9 Your credit card security

9.1 The security of your personal information is important to us. We do not sell any of your personal information to anyone.

9.2 When you enter sensitive information (such as credit card numbers) on our website, we encrypt that information using secure socket layer technology (SSL). When credit card details are collected, we simply pass them on in order to be processed as required. We never permanently store complete credit card details. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it.

9.3 OnlyFriends uses the Stripe Payment Gateway for its online credit card transactions. Stripe process online credit card transactions for thousands of international merchants, providing a safe and secure means of collecting payments via the Internet.

● All online credit card transactions performed on this site using the Stripe gateway are secured payments.

● Your complete credit card number cannot be viewed by any outside party.

● All transactions are performed under a 128 Bit SSL Certificate.

● All transaction data is encrypted for storage within Stripe bank-grade data centre, further protecting your credit card data.

● Stripe is an authorised third party processor for all the major international banks.

● Stripe at no time touch your funds; all monies are directly transferred from your credit card to the merchant account held by OnlyFriends.

10 Ownership and branding

10.1 As between the parties, we own all Intellectual Property Rights in every aspect of OnlyFriends and its services, including in respect of the Trade Marks, our website, and any documents or materials we may provide (OnlyFriends Materials and Our Materials), unless otherwise stated. Those works are protected by copyright laws and treaties around the world. All rights are reserved.

10.2 We hereby grant to you a non-exclusive, sub-licensable, perpetual, royalty-free licence to use our Intellectual Property Rights to the extent necessary for the sole purpose of using OnlyFriends and Safety Alert in accordance with this agreement. Other than as expressly granted by this agreement, you acquire no rights in or to OnlyFriends or Safety Alert.

10.3 You must use reasonable endeavours to prevent any infringement of our Intellectual Property Rights and you must promptly report to us any such infringement that comes to your attention.

10.4 You consent to us referring to you and this agreement in any publicity or advertising material. You hereby grant to us a non-exclusive, sub-licensable, perpetual, royalty-free licence to use your business name and trademarks in the OnlyFriends Material or Our Materials.

10.5 You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site. But you must not use any part of the materials on our site for commercial purposes without our consent. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way.

10.6 Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

10.7 You may link to the OnlyFriends home page on a website owned by you, provided you do so in a way that is fair and legal and does not damage our reputation, but you must not suggest any form of association, approval or endorsement on our part where none exists. Our site must not be framed on any other site.

10.8 We reserve the right to withdraw linking permission without notice.

11 Confidentiality and publicity

11.1 Each party undertakes not to use the other party’s Confidential Information other than to exercise and perform its rights and obligations under this agreement (Permitted Purposes).

11.2 In relation to your Confidential Information:

(a) we will treat as confidential all of your Confidential Information supplied under this agreement. We will not divulge any such Confidential Information to any person, except to our own employees and then only to those employees who need to know it for the Permitted Purposes. We will ensure that our employees are aware of, and comply with, this clause 10; and

(b) we may provide any subcontractor with such of your Confidential Information as it needs to know for the Permitted Purposes, provided that sub contractor has first entered into a written obligation of confidentiality owed to us in terms similar to clause 10.2.

11.3 In relation to our Confidential Information:

(a) you must treat as confidential all of our Confidential Information (wherever it may be contained or embodied, and however it may be supplied to you);

(b) you must not, without our prior written consent, divulge any part of our Confidential Information to any person other than your employees who need to know it for the Permitted Purposes;

(c) you undertake to ensure that the persons mentioned in clause 10.3(b) are made aware, before the disclosure of any part of our Confidential Information, that the same is confidential and that they owe a duty of confidence to you in terms similar to clause 10.3 (which you must ensure is adhered to).

11.4 The restrictions imposed by this clause 9 shall not apply to the disclosure of any Confidential Information which:

(a) is now in, or subsequently comes into, the public domain other than as a result of a breach of this clause 10;

(b) before any negotiations or discussions leading to this agreement, was already known by the receiving party and was not obtained or acquired in circumstances of confidentiality; or

(c) is required by law or regulation to be disclosed to any person authorised to receive the same (after consultation, if practicable, with the disclosing party to limit the disclosure to the extent necessary).

11.5 Any infringement of OnlyFriends IP, including the copying of our branding, imagery, marketing, themes could face financial penalties of up to $20,000 plus legal fees.

12 Cancellation, suspension and termination of Your Account

12.1 If you choose to cancel Your Account, you can do so by cancelling it directly on the OnlyFriends website. You can also cancel it by notifying support@onlyfriends.com.au. We will aim to process your cancellation request within two working days following the receipt of your email.

You must cancel your membership directly through OnlyFriends for us to be aware of your intention to cancel. If you only cancel your membership payment via a third party without notifying OnlyFriends, your account will move to a non-renewing state and terminate within 30 days. We will end the corresponding billing at the end of your current billing cycle.

There are no refunds for membership fees paid. You must cancel your account at least two working days before your next payment is due to avoid paying for another billing cycle.

12.2 If your membership is cancelled or suspended by OnlyFriends due to inappropriate behaviour as outlined in our Code of Conduct (hyperlink) we will not provide a refund of unused membership fees.

Material default by a party

12.3 Material default occurs when either you or OnlyFriends fail to honour any element of these terms and conditions. A party will be in material default under this agreement if:

(a) it fails to properly or promptly perform any material obligation under this agreement that cannot be remedied;

(b) it fails to properly or promptly perform any material obligation under this agreement that can be remedied but is not remedied within 10 working days of receiving written notice (inclusive of the date of receipt) from the other party requiring the failure to be remedied;

(d) it:

(i) goes into receivership or has a receiver, trustee and manager (or either of them) (including a statutory manager) appointed in respect of all or any of its property;

(ii) is unable to pay its debts as they fall due, or is presumed to be unable to pay its debts as they fall due, in terms of Applicable Companies Law (whether or not that party is incorporated under that Applicable Companies Law); or

(iii) makes an assignment for the benefit of, or enters into or makes any arrangement or composition with, its creditors;

(e) any resolution is passed or any proceeding is commenced for its winding up or liquidation (whether on a voluntary or involuntary basis);

onlyfriends

13 Right to suspend or terminate

13.1 If a party is in material default as specified in clause 12.3, the other party may terminate this agreement by written notice.

13.2 Without prejudice to our other rights under this agreement, if you breach this agreement in any way, or if we reasonably suspect that you have breached this agreement in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our website or Your Account;

(d) block computers using your IP address from accessing our website or Your Account;

(e) contact any or all of your internet service providers and request that they block your access to our website;

(f) commence legal action against you, whether for breach of contract or otherwise; and/or

(g) suspend or delete Your Account.

13.3 Where we suspend, prohibit or block your access to our website or Your Account, you must not take any action to circumvent such suspension or prohibition or blocking (including creating and/or using a different OnlyFriends account).

13.4 If a Force Majeure Event under clause 17.1 continues for more than 15 consecutive working days, or for an aggregate of 30 working days in any six month period, then the party not claiming the benefit of the Force Majeure Event will be entitled to terminate this agreement.

13.5 Either party may cancel Your Account and/or terminate this agreement at any time, for any or no reason. Where you wish to cancel Your Account, you may do so through the OnlyFriends website or by emailing support@onlyfriends.com.au. We will aim to process your cancellation request within 2 working days following receipt of your email notification. Refer to paragraphs 12.1

Access to all accumulated OnlyFriends Points and other points and credits accrued to Your Account will be lost on termination of your Account and cannot be granted back to you.

Consequences of termination

13.6 On lawful termination of this agreement:

(a) you will cease using the OnlyFriends Materials and all other Intellectual Property Rights of ours;

(b) each party will promptly return to the other party all other property and items provided to that party for the purposes of this agreement; and

Survival of rights and remedies

13.7 Termination of this agreement will not affect:

(a) any party pursuing whatever rights and remedies that may be available to it under this agreement, at law or in equity as a result of such termination which accrued up to and including the termination date; and

(b) the provisions of this agreement which expressly, or by their nature, survive termination, including clause 5 (Your Content), clause 10 (Ownership and branding), clause 11 (Confidentiality and Publicity), clause 12.1 (Suspension and termination), clause 15 (Our liability) and clause 17 (General).

14 Important Confirmations

14.1 You represent and warrant to us that:

(a) you have full power and capacity to execute, deliver and perform your obligations under this agreement;

(b) you have not taken any action, nor have any other steps been taken or legal steps been commenced or threatened against you, for your liquidation, dissolution or re-organisation; and

14.2 You hereby indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of any non-compliance by you with clause 12.1.

15 Our liability

15.1 We do not warrant or make any representation regarding the use or promotion, or the results of the use or promotion, of OnlyFriends, Safety Alert or regarding the acts or omissions of Members. Except as otherwise set out in this agreement, we expressly disclaim all warranties, express and implied to the fullest extent permitted by law. Without limiting the foregoing, although efforts are made to ensure OnlyFriends Material, and Our Material on our website is current, complete and accurate, to the extent permitted by law:

(a) OnlyFriends, OnlyFriends Material, and Our Material is provided without any guarantees, conditions or warranties, express or implied;

(b) we exclude all representations and warranties relating to the subject matter of this agreement, OnlyFriends, Safety Alert, our website and the use of our website, and the acts or omissions of Members;

(c) save to the extent that this agreement expressly provides otherwise, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of OnlyFriends website services, Safety Alert or our website.

15.2 We will not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for any loss (whether direct or indirect) of profits, business, business opportunities, data, information, revenue, turnover, reputation, goodwill, anticipated savings or wasted expenditure (including management time), provided always that nothing in this agreement will limit or exclude any liability:

(a) for death or personal injury resulting from negligence;

(b) for fraud or fraudulent misrepresentation; or

15.3 Our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement or any collateral contract shall be limited to AU$50.

15.4 You acknowledge and accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge and agree that:

(a) we are a limited liability entity;

(b) you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with this agreement (other than in respect of any liability that we may have for the acts and omissions of our officers and employees).

15.5 OnlyFriends may, through our OnlyFriends Travel feature, publish information from and provide links to third parties to facilitate travel opportunities, arrangements and related assistance. You acknowledge that we rely on the relevant third party providers to provide accurate and complete information and a reasonable standard of service – but we do not verify the accuracy of such information, nor do we warrant or represent that your booking experience, accommodation experience or any other aspect of the quality of third party services will meet your expectations or otherwise be fit for any particular purpose. Any complaints, questions or concerns with travel arrangements made in reliance on such third party providers should be directed to the relevant third party provider.

16 Disputes

Negotiation

16.1 If any dispute arises between the parties out of or in connection with this Agreement (Dispute), either party may, by written notice to the other party, summon a meeting of the parties to the Dispute. Each party will promptly designate a representative with authority to settle the Dispute to attend the meeting(s). The authorised representatives will meet promptly as many times as necessary to discuss the matter and to negotiate in good faith to resolve the Dispute.

Arbitration

16.2 If the Dispute is not resolved within 10 working days of a written notice first being given pursuant to clause 15.1, the Dispute will be referred to arbitration before an arbitrator under the Arbitration Act 1996.

Condition precedent

16.3 Nothing in this clause 14 prevents a party seeking urgent relief in a court of competent jurisdiction.

17 General

17.1 Force Majeure: Notwithstanding any other provision of this agreement, neither party shall be liable for any failure or delay in complying with any obligation imposed on such party under this agreement if:

(a) the failure or delay is due to a Force Majeure Event;

(b) that party, on becoming aware of the Force Majeure Event, promptly notifies the other party in writing of the nature of, the expected duration of, and the obligation(s) affected by, the Force Majeure Event; and

(c) that party uses its best endeavours to mitigate the effects of the Force Majeure Event and perform that party’s obligations on time despite the Force Majeure Event.

17.2 No partnership: Nothing on our site or in this agreement shall establish any partnership or joint venture between any of the parties, constitute a party the agent of the other party or authorise a party to make or enter into any commitments for the other party, except as expressly authorised by you or us (as the case may be).

17.3 Enforceability: If any part of this agreement is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, that determination shall not impair the enforceability of the remaining parts of this agreement.

17.4 Notices: All notices to be given under this agreement may be in writing and delivered by hand, registered mail or e-mail (provided the notice is attached to the email as a pdf document) to the relevant party at the addresses specified on the front page of this agreement. Receipt will be deemed to have occurred:

(a) for hand delivery, at the time of actual delivery to the recipient’s address;

(b) for registered mail, 3 working days after posting;

(c) for e-mailed pdf documents, the earlier of the sender’s receipt of confirmation of successful delivery, or one day after the email first leaves the sender’s network for delivery to the recipient’s address (provided the sender does not receive any indication of failure or delay in delivery within one day after that dispatch).

17.5 Compliance with laws: Each party will, in performing its obligations under and in connection with this agreement, comply with all relevant legislation and other laws.

17.6 Costs: Each party will pay its own costs of and incidental to the negotiation, preparation, execution and enforcing, or attempting to enforce, this agreement.

17.7 Further assurances: Each party will make all applications, execute all documents and do all acts and things reasonably required to implement and to carry out its obligations under this agreement.

17.8 Assignment: This agreement is personal to you. You must not (directly or indirectly) assign, novate, transfer or otherwise dispose of any of your rights under or interest in, or any of your obligations or liabilities under, or in connection with, or arising out of, this agreement except with our prior written consent.

17.9 Entire agreement: This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes and cancels all previous agreements. By using OnlyFriends or otherwise acknowledging these terms and conditions, you agree to be bound by this agreement. We may modify this agreement (including our Acceptable Use Policy and/or our Privacy Policy) from time to time. If we make material changes to it, we will provide you notice through our website or by other means, to provide you the opportunity to review the changes that are to become effective. Please do not make any assumption that these terms and conditions of this agreement will apply to your future use of OnlyFriends. We recommend you regularly visit our website and check whether any aspect of this agreement has changed. If you do not agree with any such changes (including as altered, modified or updated) you must not continue to use OnlyFriends. Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on our website.

17.10 Rights cumulative: All rights and remedies of the parties, under this agreement, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy is not an election of that remedy to the exclusion of other remedies.

17.11 Governing law: This agreement is governed by, and construed in accordance with, the laws of Australia, and the parties submit to the non-exclusive jurisdiction of the Australian courts. We reserve the right to bring proceedings against you for breach of this agreement in your country of residence or any other relevant country.

17.12 Statutory and Regulatory Disclosures: OnlyFriends Limited is registered in Australia.

17.13 Our Details: This website is owned and operated by OnlyFriends Ltd. You can contact us by writing to support@onlyfriends.com.au

18 Definitions and interpretation

18.1 Definitions: The following definitions apply in this agreement:

● Acceptable Use Policy means our acceptable use policy found here (and also linked at the bottom menu on our website), as updated from time to time.

● Applicable Companies Law means in Australia the Corporations Act 2001 (Cth).

● Applicable GST Law means in Australia the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

● Applicable Privacy Law means in Australia the Privacy Act 1988 (Cth).

● Confidential Information means information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates and which has not come into the public domain during the term of this agreement in breach of any obligation of confidence, including information relating to the terms of this agreement, the OnlyFriends programme or any of its constituent parts, or any such parts, commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to Members, pricing and marketing.

● Dispute has the meaning set out in clause 16.

● Force Majeure Event means an event or occurrence:

a) which is beyond our or your (as the case may be) reasonable control; and

b) which we or you (as the case may be) could not have taken reasonable measures to prevent,

c) but will not include strikes, lock-outs or any other form of a labour dispute or any other form of delay caused by contractual or labour relations with personnel or suppliers, or inability to perform due to lack of funds.

● GST means goods and services tax, payable in accordance with Applicable GST Law.

● Intellectual Property Rights means trademarks, rights in domain names, copyright, patents, registered designs, circuit layout, rights in computer software, databases and lists, rights in inventions, confidential information, know-how and trade secrets and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect anywhere in the world, including the goodwill associated with the foregoing and all rights of action, powers and benefits in respect of the same.

● Minimum Age means 20 years old (or such other minimum age as the law requires in order for us to provide OnlyFriends to you without parental consent) or older.

● Our website means the OnlyFriends website located at onlyfriends.com.au

● Permitted Purpose has the meaning set out in clause 11.

● Privacy Policy means our privacy policy found here (hyperlink), as updated from time to time;

● Your Account has the meaning set out in clause 3.

● Your content has the meaning set out in clause 5.1.

● Trade Marks means our trademarks used in connection with OnlyFriends, including the words “OnlyFriends” and associated logos and devices.

● working day means a day other than a Saturday, Sunday or public holiday in Australia when banks are open for business.

● OnlyFriends has the meaning set out in the recitals on the front page of this agreement.

● OnlyFriends Materials has the meaning set out in clause 10.

18.2 Interpretation: In this agreement, unless the context indicates otherwise:

(a) Words in the singular include the plural and those in the plural include the singular.

(b) References to including or includes shall be deemed to have the words “without limitation” inserted after them.

(c) Except where a contrary intention appears, a reference to a clause, Schedule or annex is a reference to a clause of, or Schedule or annex to, this agreement.

(d) Writing or written includes faxes but neither e-mail nor any other form of electronic communication, except where expressly provided to the contrary.

(e) References to applicable law shall be deemed to be references to the laws in the country in which we are domiciled or in the countries in which we consider that we carry on business.