REDTHREAD APP USER TERMS AND CONDITIONS

1. INTRODUCTION

1.1. The RedThread App and the Services made available through the RedThread App are owned and operated by MSYNC PTY LTD (ACN 693 423 620) (RedThread, our, us or we).

1.2. By downloading, using, browsing or accessing the RedThread App and the Services, you acknowledge that you have read, understood and accept these RedThread App User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not access and use the RedThread App and the Services.

1.3. In this agreement, you and your means the individual who accesses or uses the RedThread App and the Services, and whose details are listed in the Account (and includes anyone acting on your behalf or with your express or implied authority).

2. REDTHREAD APP

2.1. The RedThread App is a mobile application that allows users to share their music paylists with other users which is being live streamed by integrating with other digital music streaming platforms (including allowing users to chat, follow and listen to the music of other users they connect with) (collectively, the Services). We are a mere online conduit for introducing users to share live music experiences and we do not act as a digital music streaming service. Our role in providing you with access and use of the RedThread App should be construed strictly in this context only.

2.2. By downloading, accessing and using the RedThread App, we grant you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the RedThread App and the Services for the Subscription Term. You must only use the RedThread App and Services for personal and non-commercial purposes. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

3. CHANGES

3.1. We reserve the right to change any provision of this agreement in any way, and we may, in our absolute discretion and without notice to you, add, change or remove any users, functions or features of the RedThread App, the Services or any Third-Party Products and Services made available to you through the RedThread App.

3.2. If we provide you with notice of changes to this agreement, we shall do so by either email or by posting it on the RedThread App or our Website.

4. SUBSCRIPTION TERM

4.1. This agreement commences on the date you create an Account with us on, or via, the RedThread App (Commencement Date) and shall continue until terminated in accordance with clause 17 (Subscription Term).

5. REGISTRATION AND ACCESS

5.1. To access and use the RedThread App, you must:

(a) download the RedThread App from the Apple Store;

(b) create and setup an account on the RedThread App (Account). Your Account will be operated by a username (User Name) and password. You can select your own User Name and password using the Registration Portal. You can change your User Name or password at your convenience using the Registration Portal; and

(c) be over 16 years of age and legally able to enter into contractual relations. If you are not over 16 years of age, we reserve the right to ask for proof of age from you and your Account may be suspended until satisfactory proof of age is provided.

5.2. You are responsible for:

(a) maintaining control over, and the confidentiality of, your Account, User Name and password;

(b) keeping your Account and registration information current, complete, accurate and truthful. All Personal Information as well as the information you provide to setup your Account (such as your name, email address, phone number and date of birth) is subject to our Privacy Policy. You must not impersonate another account holder or provide false identity information to gain access to or use the RedThread App or the Services;

(c) notifying us immediately in writing of any unauthorised access to, or use of, your Account, User Name or password; and

(d) for all activities or transactions that occur using your Account. We are not liable for any loss or damage arising out of, or in connection with, any unauthorised access or use of, your Account, User Name and password.

6. YOUR OBLIGATIONS

6.1. When accessing and using the RedThread App and the Services, you must:

(a) obtain and maintain all equipment, hardware and software required by you to access and use the RedThread App (including an account with a digital music streaming platform);

(b) comply with all reasonable directions, policies and guidelines (including our Acceptable Use Policy) as advised by us from time to time;

(c) maintain accurate and up-to-date billing information so that our Third-Party Payment Processors can process the Subscription Fees;

(d) comply with all Relevant Laws with respect to your obligations under this agreement;

(e) remain responsible for any User Data, content and profile information you publish, post or upload to the RedThread App; and

(f) carry out all of your responsibilities set out in this agreement in a timely, and efficient manner.

6.2. RedThread will not be liable to you or anyone else if, for any reason, the RedThread App and the Services is unavailable at any time or for any period. From time to time, we may suspend or restrict access to all, or some parts of the RedThread App and the Services.

6.3. You must not:

(a) introduce, upload, access, store, distribute or transmit any links, spam, scams, phishing attempts, malware, viruses, worm, trojan or other malicious code into the RedThread App, create fake accounts or manipulate user engagement, or use bots or automation tools to abuse the Service;

(b) violate the RedThread IP or any third party’s Intellectual Property Rights;

(c) modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the RedThread App in any way, or otherwise learn the source code or algorithms underlying the RedThread App;

(d) license, sell, rent, lease, sub-let, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, encumber or otherwise make the RedThread App and the Services available to any third party; and

(e) circumvent usage limits (free-tier time caps, room participant limits or feature restrictions), bypass subscription restrictions, hack or gain unauthorised premium access, reverse engineer or interfere with the RedThread App, or exploit bugs or technical loopholes in the RedThread App;

(f) access all or any part of the RedThread App and/or the Services in order to build a product, service or code which competes or reproduces the RedThread App and/or the Services (in full or part); and

(g) use the RedThread App or the Services for any unlawful purpose or other purpose not authorised by us in writing.

7. USER DATA

7.1. When you create your Account and access and use the RedThread App and the Services, you will be required to provide User Data to RedThread. The creator of the User Data will retain ownership of the User Data uploaded or published on the RedThread App. To the maximum extent permitted by Relevant Laws, we do not warrant that any User Data displayed on the RedThread App by you is accurate, complete, reliable, current or error-free, nor do we make any warranty about the standard or quality of any Content, User Data or Third Party Products and Services displayed on, or via, the RedThread App. You (and not RedThread) are solely responsible for the completeness, accuracy, reliability, legality and quality of any User Data published by you on, or via, the RedThread App.

7.2. You grant RedThread a worldwide, non-revocable, non-exclusive, royalty-free and perpetual licence to use, disclose, share, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy, your User Data (including Intellectual Property Rights contained therein) for any purpose, including for the purpose of:

(a) enabling us to provide the RedThread App and the Services to you and otherwise perform our obligations and exercising our rights under this agreement;

(b) informing the user of other products or services that we may offer from time to time or in relation to Third Party Products and Services;

(c) complying with a legal requirement, such as a law, regulation, court order, subpoena, warrant, legal proceedings or in response to a law enforcement agency request;

(d) identifying usage patterns, trends, and other statistical or behavioural data derived from use of the RedThread App, for the purposes of providing, operating, maintaining, or improving the RedThread App and for marketing purposes as further described in our Privacy Policy; and

(e) sharing User Data with an Affiliate or other third party (with whom we may contract or be affiliated with from time to time) for the purposes of performing or improving the RedThread App and the Services.

7.3. RedThread shall use commercially reasonable endeavours to back-up your User Data on a regular basis. In the event of any Loss of User Data, your sole and exclusive remedy shall be for RedThread to use reasonable endeavours to restore the User Data, that is lost or damaged, from the latest back-up of User Data, maintained by us.

7.4. We will not be responsible for any Loss, destruction, alteration, corruption or disclosure of User Data caused by our or your acts or omissions or the acts or omissions of other users of the RedThread App or any third party.

7.5. You agree to make your own enquiries to verify information, data and content displayed on, or via, the RedThread App (including Third Party Products and Services) and to assess the suitability of any information, data or Content before relying upon such information, data or Content. If you choose to rely upon any information, data or Content displayed or published on, or via, the RedThread App and/or the Services (including User Data, Content and Third Party Products and Services) you do so at your own risk. We make no representations or warranties that use of the Content, User Data and Third Party Products and Services (including any music streamed via a digital music streaming platform integrated into the RedThread App) will not infringe any third party’s Intellectual Property Rights or a third party’s privacy rights.

8. ACCEPTABLE USE POLICY

8.1. By downloading, accessing, and using the RedThread App and Services and each time you communicate with other users on, or via, the RedThread App, you agree to comply with the rules for the acceptable use of the RedThread App as specified herein (Acceptable Use Policy).

8.2. You are solely responsible for the accuracy, currency, completeness, legitimacy and use of User Data published, submitted or posted by you on, or via, the RedThread App, and you post or publish User Data and interact with other uses on, or via, the RedThread App at your own risk. RedThread accepts no responsibility and assumes no liability for:

(a) any User Data posted, published or otherwise transmitted by you on, or via, the RedThread App; or

(b) any infringement of a third party’s Intellectual Property Rights caused by the use of digital music streaming services provided by Third Party Providers; or

(c) the results of any interactions (both online and offline) between you and another user.

8.3. You must access and use the RedThread App and the Services only for lawful purposes. You must not access and use the RedThread App and/or the Services:

(a) in any way that breaches any Relevant Laws;

(b) to publicly rebroadcast streamed music, use the RedThread App for commercial DJ events, stream to paying audiences or monetise hosted sessions without our permission;

(c) to record, reproduce, distribute, or publicly share live audio interactions without consent.

(d) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

(e) to publish, post, share or upload User Data, stream music or messages that are intended to harm someone in any way or that is libellous, defamatory, obscene, vulgar, offensive (including the use of hate speech, offensive or abusive language), pornographic, indecent, racist, harassing, bullying, intimidation, threatening, seditious, violent, blasphemous, invasive of privacy or publicity rights, breaches confidentiality, abusive, inflammatory, discriminatory or otherwise objectionable to a reasonable person;

(f) to publish, post or upload any User Data that is false, misleading or deceptive or is likely to be dishonest, false, misleading or deceptive (including, but not limited to, impersonating a public figure or another person or user or misrepresenting your identity to other users of the RedThread App);

(g) to upload or transmit any User Data that contains viruses, Trojan horses, worms, scams, phishing attempts, or malware, time-bombs, keystroke loggers, spyware, adware or any other harmful programs, malicious links or a similar type of computer code designed to adversely affect the operation of any computer software or hardware;

(h) to publish, post or upload User Data that may infringe the Intellectual Property Rights or other rights of another person and you warrant and represent that you own all Intellectual Property Rights in any User Data that you publish, post or upload on, or via, the RedThread App. For example, you must not stream music via the RedThread App that you do not have a right or licence to access, use or share;

(i) to promote any illegal activity or advocate, promote or assist any unlawful act (including, but not limited to, stalking, intimidation, bulling or harassing conduct or impersonate other persons or misrepresent your or their identity);

(j) to publish, post or upload any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

(k) use Redthread’s trade marks, trading or business names, trade dress or logos or link to or from our Website without our written consent;

(l) to solicit money or other items of value from another user, whether as a gift, loan, or form of compensation;

(m) to lodge a complaint or report about another user that is vexatious or frivolous or that is maliciously or intentionally false or misleading;

(n) gain access to private rooms, accounts or restricted content without permission; and

(o) to publish, post or upload any User Data that may harm or damage the reputation of RedThread and the RedThread App.

8.4. By accessing or using the RedThread App and/or the Services, you acknowledge that it is your responsibility to:

(a) use the communication tools within the RedThread App appropriately and in compliance with Privacy Laws, including, but not limited to:

(i) seeking consent of other users before recording any your conversations with other users; and

(ii) refraining from sharing Personal Information of other users without their express consent.

(b) ensure that all information or content published or posted by you in your User Profile is honest, reliable and accurate;

(c) ensure that any User Data posted or transmitted through the RedThread App by you is appropriate, accurate, reliable, up-to-date, and complete; and

(d) ensure that you have adequate legal rights to publish, post, transmit, reproduce or otherwise use the User Data (including streamed music) transmitted through the RedThread App.

8.5. RedThread reserve the right, at our absolute discretion, to determine whether the Acceptable Use Policy has been breached and to terminate this agreement in accordance with clause 17. If you believe that another user has breached the Acceptable Use Policy, you can lodge a complaint using the in-app reporting function.

9. SUBSCRIPTION FEES AND PAYMENT

9.1. To access and use the RedThread App and Services, you must pay us the Subscription Fees and other amounts owing to us under this agreement during the Subscription Term. The Subscription Fees are payable in advance (either on a monthly or annual basis) in accordance with the Direct Debit Authority.

9.2. All Subscription Fees are in Australian Dollars and are inclusive of any goods and services taxes. To the maximum extent permitted by Relevant Laws agreement, the Subscription Fees and all other amounts owing to RedThread under this agreement are non-refundable.

9.3. When setting up your Account, you will be offered payment options by our Third-Party Payment Processors to pay the Subscription Fees. RedThread may, at our absolute discretion and without notice to you, change the payment method that can be used to access and use the RedThread App and Services at any time.

9.4. Payment of the Subscription Fees and all other amounts owing to RedThread under this agreement are made by means of direct debit to our Third-Party Payment Processors in accordance with the Direct Debit Authority in clause 10. By making payment of the Subscription Fees or any other amount owing to RedThread under the agreement, you will provide our Third-Party Payment Processors with accurate and complete billing information, and you authorise our Third-Party Payment Processors to access your billing information (including Personal Information) for the purpose of processing your payment.

9.5. RedThread may increase the Subscription Fees for the provision of the RedThread App or charge additional fees to access new functions or features of the RedThread App at any time by providing you with at least 30 days written notice either by email or by positing it on the RedThread App or our Website. The fee increases will come into effect in the next billing cycle. If you do not agree to these fee increases, you must terminate this agreement no later than 30 days after the date you received written notice of the fee change or the fee changes were posted to the RedThread App or Website.

10. DIRECT DEBIT AUTHORITY

10.1. By accepting this agreement, you authorise our Third-Party Payment Processors to debit from your credit or debit card or bank account (as applicable) the Subscription Fees (or any other amount owing to RedThread under this agreement) as and when such fees are due and payable under this agreement (Direct Debit Authority). RedThread does not collect, store, use or disclose your credit card or bank account details.

10.2. Your subscription will automatically renew at the end of the billing period (depending on the billing period you selected when creating your Account) until your subscription is cancelled by selecting the ‘cancel subscription’ link on the subscription page of your mobile device. If you do not cancel your subscription at least 24 hours before the next billing period commences, the Subscription Fee will automatically be debited from your credit or debit card. You may at any time cancel or change your Direct Debit Authority by accessing the subscription page on your mobile device. If you cancel the Direct Debit Authority, you will only be able to access the RedThread App and Services until the end the current billing cycle, unless you provide our Third-Party Payment Processors with a new Direct Debit Authority.

10.3. You can reactivate your Account within 90 days of cancelling your subscription. However, if you wish to re-subscribe more than 90 days after you cancelled your subscription, you will need to create a new Account. When you reactivate your Account or create a new Account, you must pay the Subscription Fees prevailing at the time.

10.4. If our Third-Party Payment Processors cannot process a renewal payment (for example, due to an expired card or insufficient funds), your subscription will automatically be cancelled, and your right to access the RedThread App and Services will cease at the end of the current billing cycle. It is your responsibility to ensure that your payment details are correct and that there are sufficient funds available on your credit or debit card to allow each debit to be made in accordance with the Direct Debit Authority. If there are insufficient funds:

(a) the transaction will be rejected, and the payment will be treated as if it were never made;

(b) your financial institution may charge you a fee and/or interest; and

(c) you must arrange for the debit to be made by another method or arrange for sufficient funds to be available by an agreed time so that our Third-Party Payment Processors can process the debit.

10.5. It is your responsibility to check your credit or debit card, or bank account statement (as applicable) to verify that the amounts debited from your credit or debit card or bank account are correct.

10.6. If you believe that an error has been made in debiting your credit or debit card or bank account (as applicable), you should update your credit or debit card or bank account details by accessing the subscription page on your mobile device as soon as possible.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. You acknowledge that RedThread or our licensors, are the owners of the RedThread App (and any Intellectual Property Rights contained therein) including any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the RedThread App and the Services (including any modifications, amendment, improvements enhancements and new versions of the foregoing) (collectively, the RedThread IP). Accessing and using the RedThread App and the Services does not give you (or anyone else) ownership of, or any right, title or interest in the RedThread IP.

11.2. Ownership of any User Data will vest in the user that created the User Data, but excluding RedThread IP.

12. OUR OBLIGATIONS

12.1. Subject to your compliance with the terms of this agreement, during the Subscription Term, RedThread shall use commercially reasonable endeavours to provide you with access to and use of the RedThread App and the Services.

12.2. In the event that we fail to provide you with access and use of the RedThread App in accordance with clause 12.1 will use reasonable endeavours to correct any such non-conformance or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 12.1.

12.3. The undertakings in clauses 12.1 and 12.2 will not apply in the event of:

(a) any non-conformance which is caused, or contributed, by use of the Services and the RedThread App contrary to our instructions or the terms of this agreement;

(b) modification or alteration of the Services and the RedThread App by any party other than us or our duly authorised Personnel;

(c) the unsuitability or malfunction of the RedThread App and/or the Services when used in conjunction with any software, platforms, applications and tools supplied by a Third Party Provider; and

(d) Force Majeure Events.

13. THIRD PARTY PRODUCTS AND SERVICES

13.1. You acknowledge that the RedThread App and Services may require you to use or access Third Party Products and Services and that you do so solely at your own risk.

13.2. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services, or any transactions completed, and any contract entered into by you, with the owner, licensor or operator of such Third Party Products and Services.

13.3. We recommend that you refer to the third party’s terms and conditions and privacy policy prior to using the relevant Third Party Products and Services.

13.4. RedThread does not endorse, sponsor or approve any Third Party Products and Services used in conjunction with the RedThread App and Services. It is your sole responsibility to determine that specific products or services, meet your needs and are suitable for the purposes for which they are used.

13.5. Any rights you may have to access Third Party Products and Services shall be limited to:

(a) the extent of RedThread’s ability to pass on such rights to you; or

(b) the relevant third party licensor terms.

14. NO WARRANTIES

14.1. To the maximum extent permitted by Relevant Laws, we exclude all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the RedThread App and the Services.

14.2. Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.

14.3. You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, we make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency or security of the RedThread App and the Services (or any Content, User Data or Third Party Products and Services provided in connection with the RedThread App) and we will not be liable to you if the RedThread App and/or the Services is, or becomes unavailable for any reason, including directly, or indirectly as a result of:

(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;

(b) negligent, malicious, wilful acts or omissions of third parties (including Third Party Providers) or other users;

(c) maintenance (scheduled or unscheduled) carried out by us or any Third Party Provider, including in respect of any of the systems or network used in connection with the provision of the RedThread App;

(d) services provided by third parties (including internet service providers and digital music streaming platforms) ceasing or becoming unavailable; or

(e) a Force Majeure Event.

14.4. RedThread App shall use commercially reasonable endeavours to make the RedThread App and the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out at times advised in advance by RedThread; and

(b) unscheduled maintenance which may need to be performed from time to time. RedThread will, where practicable, use reasonable endeavours to conduct any unscheduled maintenance outside of Business Hours.

15. LIMITATION OF LIABILITY

15.1. To the maximum extent permitted by Relevant Laws, RedThread will not be liable to you or any third party for:

(a) any Claims or Losses (including Consequential Loss); or

(b) loss of, or damage to, any property or any personal injury, illness or death to you or any third person,

arising out of, relating or connected to, the provision or use of the RedThread App and Services by you (including Content, User Data and/or Third Party Products and Services generated or made available through the RedThread App or the Services) and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

15.2. All risk in using the RedThread and the Services passes to you upon creating an Account or otherwise using the RedThread App and the Services (whichever is earlier). RedThread is not liable to you or anyone else arising out of, or in connection with, any Loss suffered by you or anyone else during the period the RedThread App is in use on your mobile device. RedThread assume no responsibility, and we have no liability to you or anyone else for any use of, or reliance on, any Content, User Data and/or Third Party Products and Services obtained or generated from your access to, and use of, the RedThread App and the Services.

15.3. To the maximum extent permitted by Relevant Laws, under no circumstances will RedThread’s aggregate liability to you or anyone else, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the amount you paid to RedThread under this agreement in the one month immediately preceding the date on which the Claim giving rise to such liability arose.

15.4. You agree to defend, indemnify and hold RedThread, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Claims or Losses, that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of:

(a) your access to, use of, or reliance on the RedThread App or the Services (including the Content, User Data and Third-Party Products and Services);

(b) any breach of RedThread or any third party’s Intellectual Property Rights or other rights caused by you (including, but not limited to, breach of copyright in musical works);

(c) any breach of Privacy Laws caused by you; or

(d) any breach by you of this agreement.

16. PRIVACY

All Personal Information you provide to open an Account and any User Data (including Personal Information) you upload, share, or publish on, or via, the RedThread App, is subject to our Privacy Policy, which is incorporated into this agreement. You warrant that, in relation to any Personal Information comprising you User Data or any other information disclosed to us by you on, or via, the RedThread App:

(a) it has been collected in accordance with Privacy Laws;

(b) you have the authority to upload, post, publish or otherwise transmit such information on, or via, the RedThread App; and

(c) you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for us to use, disclose, store, transfer, process or handle it.

17. TERMINATION

17.1. During the Subscription Term you may terminate this agreement at any time by selecting the ‘cancel subscription’ link in the subscriptions page on your mobile device. If you cancel your subscription, your access to the RedThread App will continue for the remainder of the current billing period.

17.2. We may terminate or discontinue the RedThread App or any major functions or features of the RedThread App and/or the Services at any time (without liability to you) by 21 days’ written notice to you, or by otherwise posting it on the RedThread App or the Website.

17.3. You agree that RedThread may, at any time and at our sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):

(a) your Account; and/or

(b) the RedThread App and the Services; and/or

(c) any social media pages linked to our business or the RedThread App; and/or

(d) any other products and services offered on, or via the RedThread App (including Third Party Products and Services).

17.4. Cause for such suspension or termination may include, but are not limited to:

(a) any serious or repeated breaches or violations of this agreement, our policies and guidelines (including our Acceptable Use Policy) and any other agreements entered into between the parties;

(b) serious or repeated breaches or violations of another person’s Intellectual Property Rights or privacy rights;

(c) the failure to pay the Subscription Fees;

(d) your activities, conduct or transactions on, or, via, the RedThread App, which brings, or has the capacity to bring RedThread and/or the RedThread App into disrepute; and

(e) requests by law enforcement or other government agencies.

17.5. You agree that all such suspensions or terminations shall be made at our sole discretion and that we shall not be liable to you or any third party for any such suspension or termination.

18. EFFECT OF TERMINATION

On termination of this agreement for any reason:

(a) RedThread will (without liability to you) delete your Account and all your User Data will be deleted or de-identified within 90 days of the effective date of termination. However, we may retain your registration information (including Personal Information) in accordance with any limitation periods and records retention obligations that are imposed by Relevant Laws; and

(b) all licences to use the Services and rights of access to the RedThread App granted under this agreement will immediately terminate.

19. FORCE MAJEURE EVENT

We will not be responsible to you (or anyone else) if we are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, acts of terrorism, fire, explosion, flood, an act or omission of a third party, epidemic, pandemic, mandatory government shutdown or lockdown, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, hacker attacks, denial of service attacks, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).

20. DISPUTE RESOLUTION

20.1. Any party claiming a dispute exists under the agreement must notify the other party in writing of the nature of the dispute (Dispute Notice), except where urgent interlocutory relief is being sought.

20.2. The parties must in good faith attempt to resolve any dispute between them.

20.3. If the dispute cannot be resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute.

20.4. Each party must continue to perform its obligations under this agreement notwithstanding the existence of any unresolved dispute.

21. COMPLAINTS

21.1. RedThread may, at our absolute discretion, investigate any complaint lodged by you that another user has breached the Acceptable Use Policy or has breach any other term of this agreement.

21.2. We will use reasonable endeavours to investigate any complaint or report lodged by you or another user of the RedThread App within a reasonable period of time and we may, at our absolute discretion, take corrective action that we deem appropriate in the circumstances (such as modifying, deleting or removing the User Data or a user from the RedThread App).

21.3. We do not guarantee that any user will be removed or User Data will be modified or removed from the RedThread App following your complaint. We will not take corrective action, if we do not believe that the User Data or user complained about has breached the Acceptable Use Policy or any other terms of this agreement.

21.4. Where we have determined, at our absolute discretion, that the User Data and/or user has breached the Acceptable Use Policy or other terms of this agreement, we do not guarantee that such User Data and/or user will be deleted or removed within a specific timeframe.

21.5. We will not notify you of the outcome of our investigation or the corrective action (if any) we have taken in response to your complaint, unless you have complained about a breach of your Intellectual Property Rights or privacy rights.

22. UPDATES AND VARIATIONS

22.1. Without notice to you, we may, at our absolute discretion, from time to time:

(a) change, add or delete the functions, features, performance, or other characteristics of the RedThread App; or

(b) apply or install updates to, or new versions of, the RedThread App.

22.2. You acknowledge that the Content, User Data on the RedThread App is subject to change at any time and may be out of date at any given time. RedThread are under no obligation to:

(a) update, correct or fix any Content, User Data or errors in the RedThread App; and/or

(b) notify you of any changes to the Content, User Data or the RedThread App unless required by a Relevant Law to do so.

22.3. Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the RedThread App. Any changes are effective immediately upon posting to the RedThread App. Your continued use of RedThread App thereafter constitutes your acceptance of all such changes to the agreement.

22.4. Please read this agreement before using the RedThread App as the agreement may have changed since the last time you accessed and used RedThread App. If you do not agree to any change, then you must immediately stop using the RedThread App and the Services.

23. SUPPORT SERVICES

23.1. RedThread may, at our absolute discretion, provide you with user support services on a 24/7 basis in accordance with RedThread standard support services and maintenance policy (as amended from time to time).

23.2. If you require user support services or you are having difficulties accessing and using the RedThread App and the Services, you may contact us via the ‘Help Centre’ page on the RedThread App.

24. GENERAL

24.1. If any provision in this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of this agreement which will continue in full force and effect.

24.2. No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this agreement.

24.3. You may not assign, transfer or deal in any other manner with all or any of your rights or obligations under this agreement without our prior written consent. To the extent permitted by Relevant Laws, we may, at our absolute discretion, assign, transfer or deal in any other manner with all or any of our rights or obligations under this agreement without your prior written consent.

24.4. This agreement, and any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).

24.5. The laws of the State of Western Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the Courts of Western Australia.

25. DEFINITIONS

In this agreement, the following words shall have the following meanings:

(a) Account has the meaning in clause 5.1(b).

(b) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.

(d) Business Hours means 9:00am to 5:00pm on Business Days.

(e) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.

(f) Commencement Date has the meaning in clause 4.1.

(g) Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the RedThread App.

(h) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties on the Commencement Date as a likely result of breach of the agreement: (i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense; (ii) loss of revenue, profit, income, bargain, opportunity (including marketing or advertising opportunity), use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data, economic or financial loss, loss of opportunity or expectation loss; (iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or (iv) loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.

(i) Force Majeure Event has the meaning in clause 19.

(j) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world.

(k) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.

(l) Personnel means any director, officer, employee, contractor or agents, of a party (in your case, includes any person acting for or on your behalf)

(m) Personal Information has the same meaning that it has under Privacy Laws, namely information or an opinion about an identified individual or an individual who is reasonably identifiable, whether the information or opinion is true or not and recorded in a material form or not.

(n) Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles and any other legislation, codes and policies relating to the handling of Personal Information.

(o) Privacy Policy means our privacy policy available on the RedThread App or Website or such other web address notified by us to you from time to time, which is incorporated into this agreement.

(p) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy Laws, anywhere in the world.

(q) Services has the meaning in clause 2.1.

(r) RedThread, our, us or we has the meaning in clause 1.1, and where the context permits, includes or our Personnel and Affiliates.

(s) RedThread App means the software made available through the mobile application, and used by RedThread to provide you with Services, including the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on or via, the RedThread App.

(t) RedThread IP has the meaning given to it by clause 11.1.

(u) Registration Portal means the registration portal on the RedThread App used by you to subscribe to the RedThread App.

(v) Subscription Fees means the fees payable by you to access and use the RedThread App and Services (including Third Party Products and Services) for the Subscription Term as further described on the RedThread App.

(w) Subscription Term has the meaning in clause 4.1.

(x) Third Party Providers means a third party supplier of Third Party Products and Services.

(y) Third Party Products and Services means software, products, services or content (including all Intellectual Property Rights contained therein) that: (i) are provided by Third Party Providers; (ii) interoperate with the RedThread App; and/or (iii) may be identified as third party products or services (including, but not limited to, digital music streaming platforms).

(z) Third-Party Payment Processor means Apple Pay, Google Pay and any other a third party payment processor permitted by RedThread from time to time.

(aa) User Data means all data, content, material and information (including Personal Information): (i) uploaded to or stored on the RedThread App by you; (ii) transmitted by the RedThread App at your instigation; (iii) supplied by you for uploading to, transmission by, or storage on, the RedThread App; or (iv) generated by the RedThread App as a result of the use of the Services by you, but excluding RedThread IP.

(bb) User Name has the meaning in clause 5.1(b).

(cc) Website means the website located at www.redthread.com.au and any other website notified by us from time to time.

(dd) You or your has the meaning in clause 1.2.