OPENROADS USER TERMS AND CONDITIONS

1. WHAT IS OPENROADS?

1.1. We are an online marketplace that enables registered users and certain third parties who offer services to publish such services on our Platform using our Services. The Platform communication and allows you and your Customers to transact directly with that are seeking to book your Products.

1.2. As the provider of the Platform, we do not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Products, nor are we an organiser or retailer of bike rental. You alone are responsible for Products. When Members make or accept a booking, they are entering into a contract directly with each other. We do not not become a party to or other participant in any contractual relationship between you and your Customers nor are we a bike hirer. We are not acting as an agent in any capacity for you or a Customer, except as specified in clauses that deal with how we collect payment.

2. GENERAL

2.1. These Terms of Service (Terms) governs your use of our Services which we provide through the website http://www.openroads.cc (the Site) and form a binding contractual agreement between you, the user of the Services and us, OpenRoads (OpenRoads). For that reason, these Terms are important, and you should ensure that you read them carefully and contact us with any questions before you use the Site and the Services.

2.2. By completing the registration process, being accepted as a User by us and using the Services, you acknowledge that you have had sufficient chance to read and understand these Terms, and that you agree to be bound by them.

2.3. You warrant that:

(a)you are at least 18 years old;
(b)you are legally capable of entering into binding contracts;
(c)you will abide by the terms and conditions of the website as contained in this agreement;
(d)you will not use the Services for any unlawful purpose; and
(e)all information supplied by you for the purposes of bookings, membership or for other uses of the Site is accurate, true and up to date.

2.4. If you do not agree to these Terms, you may not access or otherwise use the Site and the Services offered on the Site.

3. DIGITAL SIGNATURE

By completing the registration process, you are deemed to have executed these Terms electronically, effective on the date you first registered your User account or upon accessing the Services. Doing so constitutes an acknowledgement and acceptance that you are able to electronically receive, download, and print this these Terms.

4. DEFINITIONS

In these Terms:

Bike Hire means a product that involves the hiring of a motorbike.

Bike Hiring Terms means your terms and conditions for a Product that involves hiring a bike.

Content means any and all data, text, software, images, audio or video material and other content, in any medium, provided by OpenRoads to you through the Site and Services;

Customer means a user of the Site for the purpose of booking and purchasing a Product through the Site;

Eligible Member means a person who is in the business of providing the Products to Customers;

Fee means the fee charged by us and paid by the User for the use of the Service and access to the Site;

Intellectual Property means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application;

Lowest Product Price means the lowest rate charged by the User for Products at any time whether via the Site or on any other platform or forum;

Personal Information means all information provided by one party to the other in connection with these Terms where such information is identified as confidential at the time of its disclosure or ought to be reasonably considered confidential based on its content, nature or the manner of its disclosure, but excluding:

(a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of these Terms; and

(b) information developed independently by a party;

Products means Bike Hire, tours, activities and other travel-related destination services offered by Users to Customers;

Product Price means the price of Product offered by User via the Site;

Services means a service offered through the Site as an online platform including but not limited to:

(a) the provision for resale through the Site of the Products;

(b) use of the forums; and

(c) access to booking services provided by us for transport, accommodation, car hire, insurance and package holiday deals offered you, and this includes any cervices or products that OpenRoads may choose to offer in the future;

Commission means the fee that OpenRoads charges a User for the use of the Services;

Site means http://www.openroads.cc;

User means a person who is authorised by us to access to the Site and Services;

User Generated Content means any and all data, text, software, images, audio or video material uploaded by Users about their Products;

You means you, the User; and

Us, We, Our means OpenRoads Pty Ltd ACN.

5. TERM & TERMINATION

5.1. This agreement and these terms bind the User and us from the date it is deemed to by clause 1.2 and continues until it is terminated by either the User or us in accordance with its terms.

5.2. Either party may terminate this Agreement:

(a)upon 30 days written notice to the other of its intent to terminate this Agreement;

(b)immediately upon written notice to the other if such other party commits an irremediable breach of this Agreement or commits a remediable breach and fails to correct such breach within 15 days following written notice specifying such breach;

(c)immediately upon an event of bankruptcy or insolvency by User or if User ceases to do business in the ordinary course.

5.3. Without prejudice to the rights of termination in this clause, we may elect to immediately take any one or more of the following steps either in lieu of, or as a precursor to, the termination of the Agreement (defined collectively as Deactivation):

(a)deactivation of the User's Account;

(b)removal of User Products from the Site.

5.4. User will fulfil all Product purchases made prior to termination or expiration of this Agreement unless requested otherwise by us. We reserve the right in our sole discretion to cancel pending Product bookings in circumstances where we believe that it is in the best interests of Customers.

5.5. Upon any termination or expiration of this Agreement, User will immediately cease all access to and use of the Services and other products, services, technology, content, and/or materials provided by us to User under this Agreement and User shall cease to have any right to make Products available through our Site.

5.6. You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate your access to the Site and Services, and/or your registration, or suspend or block your access to the Site and Services if we suspect that you will commit a serious breach of these Terms or breach an essential term or if you do not offer the Lowest Product Price for a Product via the Site.

5.7. We may also suspend or terminate your User access and refuse to provide any Services to you if you breach these Terms; we suspect or become aware that you have provided false or misleading information to us; we believe in our sole discretion that your actions may cause legal liability for you, Users or OpenRoads; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your account is suspended or terminated, you must not continue to use the Site under the same account or a different account or reregister under a new account without OpenRoads's prior written consent.

5.8. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

5.9. If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records.

5.10. When your account is terminated for any reason, you will no longer have access to data, messages, files and other material you keep on the Site. OpenRoads may delete your information including data, messages, files and other material you have uploaded to the Site.

5.11. Violations of these Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

6. ACCESSING THE SITE

6.1. You acknowledge and agree that although OpenRoads will use all reasonable efforts to ensure that the Services are available, temporary interruptions of the Services available through the Site may occur. We will not be liable for any reason our Site is unavailable at any time or for any period. We may also restrict access to some parts of or the entire Site, from time to time. We reserve the right to perform unscheduled maintenance on the website at any chosen time and will not be liable for any resulting loss.

6.2. All content and services provided on or through this site are provided "AS IS" and "AS AVAILABLE" basis for the User. The Content and Services are provided without warranties or conditions of any kind either express or implied, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose or non-infringement. Your use of this site is solely at your risk.

6.3. We reserve the right to withdraw or amend the Services and Content, including User Generated Content provided by Users or third-party businesses on the Site, without notice.

7. ACCOUNT, PASSWORD AND SECURITY

5.1 When you register for the use of the Services, you are provided with a user account and password. You must treat such information as confidential and you must not disclose it to any third party. If you have reason to believe that your account or password has been obtained by someone else without your consent, you must inform us immediately to disable your account.

5.2 We will not be liable for any losses associated with your account being compromised and your Personal Information being made publicly available. You acknowledge and agree that all profiles are public, and you are responsible for any information that you choose to display publicly through your profile. Only communications between Users are intended to be displayed privately between the Users involved.

5.3 We have the right to disable any account or password at any time if we consider that you have failed to comply with any of the provisions of these Terms.

5.4 Accounts are only available to Eligible Members. We have the right to request additional evidence of eligibility if necessary. We have the right to disable or terminate any account we reasonably believe is not being used by an Eligible Member if such proof is not provided upon request. An Eligible Member before becoming a User warrants and represents to us that they hold and will maintain all registrations, licenses, permits, approvals, and authorizations applicable etc required to offer and sell the Products via the Site.

5.5 In the event that an account is disabled or terminated under clause 5.3 or 5.4 OpenRoads is not required to reinstate the account and if it elects to do so, may charge a reasonable fee.

5.6 By registering for the Services, you agree that all information provided during the registration process is true and accurate and you will update this information regularly in order to keep it current, complete, and accurate.

8. CONSENT TO USE ELECTRONIC RECORDS

8.1. In connection with these Terms, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Services, we ask that you give us permission to provide these records to you electronically instead of in paper form.

8.2. By agreeing to these Terms, you consent to electronically receive and access, via email or the Site, all records and services provided to you under these Terms that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via post. Your consent to receive such records electronically will remain in effect until you withdraw it.

8.3. You must withdraw your consent to receive further records electronically at any time by contacting jessica@openroads.cc. If you withdraw your consent to receive such records electronically, we will terminate your account and you will no longer be able to use the Services.

8.4. Any withdrawal of your consent to receive records electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records electronically will not apply to records electronically provided by OpenRoads to you before the withdrawal of your consent becomes effective.

8.5. To access and retain the records we provide electronically, you must have a valid email address; a computer system that operates on Windows, Mac or other OS; a connection to the Internet; current versions of the software, browsers, plug-ins, or other computer applications and programs; a current version of a program that accurately reads and displays PDF files; a computer or device and an operating system capable of supporting all of the above; and a printer to print out and retain records in paper form or electronic storage to retain records in an electronic form. By accepting these Terms, you warrant that you satisfy the minimum hardware and software requirements specified.

9. SCOPE OF THE SERVICES

9.1. You acknowledge and agree that OpenRoads only provides the online platform for the distribution of the Products to Customers, forums for Customers to communicate and facilitates communication between Customers and Users for the purpose of booking and purchasing Products.

9.2. OpenRoads does not become a party to any communications, posts, promises, proposals, resulting contracts or transactions entered into by the Users, or performance under such resulting contracts or transactions. OpenRoads does not become a party to any contract between User and a Customer at any time.

9.3. You have sole control and risk over the quality, safety or legality of the Products and User Generated Content posted by Users on the Site using the Services, the truth or accuracy of any of the User Generated Content, the ability of the third party businesses to perform any of the services or Products described in the User Generated Content.

9.4. OpenRoads does not ensure or guarantee that a Customer will complete a transaction for a Product with a User or that a Customer will act lawfully in using the Site and Services. You must undertake your own independent due diligence prior to contracting with the Customer and ensure that you implement safety procedures whilst dealing with the Customer.

9.5. OpenRoads is not required to and may not verify any Products or User Generated Content, nor does OpenRoads perform any background checks on Customers.

10. RELATIONSHIP WITH OPENROADS

10.1. You acknowledge and agree that OpenRoads does not offer or provide any form of insurance or other User protection because the Site and Services only provides the online platform on which Products and User Generated Content is posted and communication between the parties are made.

10.2. In addition to the recognition that OpenRoads is not a party to any contract or transaction between Users and Customers, Users hereby release OpenRoads (and its affiliates, officers, directors, agents, subsidiaries, joint venturers, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute Users have with Customers and vice versa, whether it be at law or in equity. This includes, without limitation, any disputes regarding the performance, quality, functions, and quality of Products provided by a User and requests for refunds based on such disputes.

11. PRODUCTS

11.1. User represents and warrants that in the offering of the Products via the Site, that the Product Prices are offered to Customers at User's Lowest Product Price at all time.

11.2. Product Prices must be updated to reflect Lowest Product Price where the Product Price has changed in any other distribution channel for that Product by a User. A failure to maintain the Lowest Product Price on the Site is an essential term.

11.3. From time-to-time OpenRoads will provide User with a manual of operations which details the procedures for the successful listing of Product, its sale and the formation of a contract between the User and a Customer, cancellation of a sold Product, changes to a Product after it is sold and refunds among other things. User agrees to comply with this manual. This is an essential term.

12. BIKE HIRE

12.1. If you engage in Bike Hire, you must provide your Customer with your own Bike Hire Terms before the Customer purchases the Bike Hire Product.

12.2. We do not consent to nor shall you make us a party to the Bike Hire Terms. The Bike Hire Terms shall be the terms upon which you hire bikes to Customers via the Platform.

13. BOOKINGS & PAYMENTS

13.1. Any Product booked by a Customer through the Platform will be paid by the Customer to you directly. If a Customer books a Product other than through the Platform via us, we will collect the payment for the Product and clauses 13.6 through to clause 13.12 will apply.

13.2. OpenRoads does not guarantee or warrant that payment or booking of a Product made through the Site has been successfully made with the Customer.

13.3. OpenRoads is not liable for any loss resulting from an event where payment is facilitated through the Site and the User does not receive payment due to any error on the part of the payment gateway provider or outside the control of any party or fraud on the part of the Customer.

13.4. OpenRoads is not liable for any loss resulting from an event where a Product is facilitated using the Services and the booking is not confirmed due to an error on the part of the third-party business or outside the control of any party.

13.5. We will determine the manner in which payments for Products may be paid via the Site from time-to-time. OpenRoads is not responsible or has any control over any third-party merchant facilities. Users acknowledge and agree that OpenRoads will not be liable for any loss or damage arising out of their use of a third-party merchant facility. OpenRoads advises that Users should read and understand the terms and conditions of the third-party merchant facilities that we use to facilitate the purchase of a Product.

13.6. User hereby appoints OpenRoads as its limited payment collection agent solely for the purpose of accepting funds from Customers on behalf of User. We will be responsible for collecting funds from Customers for Products purchased by Customers via the Site. You will be responsible for any applicable related merchant fees incurred by us in collecting funds from Customers.

13.7. User agrees that payment made by a Customer to us through the Site shall be considered the same as a payment made directly to User, and User will provide the Products to Customers in the agreed-upon manner as if User had received the Customers funds directly.

13.8. Our obligation to pay User is subject to and conditional upon successful receipt of the associated payments from Customers. We shall not be liable to User for amounts that have not been successfully received by us from Customers or for amounts that are received by us but are subsequently the subject of a chargeback or other payment reversal. In accepting appointment as the agent of User, we assume no liability for any acts or omissions of the User.

13.9. Users acknowledge and agree that some banks and financial institutions may charge you an additional fee for international transactions where Products are bought by a Customer not located within Australia.

13.10. User is liable to pay all GST and taxes applicable to the purchase of a Product by a Customer.

13.11. User shall not engage in any form of payment fraud including but not limited to fraud by use of payment methods such as credit card, debit card, PayPal, Apple Pay, and Android Pay. If we have reason to believe that User is in breach of this term of the Agreement, we may terminate this Agreement

13.12. We also reserve the right to terminate this Agreement in the event that an excessive number of payments are the subject of a chargeback or other payment reversal for any reason and, in such circumstances. For the avoidance of doubt, liability in respect of Customer chargebacks lies with User and not us.

14. GENERAL USER OBLIGATIONS

14.1. User represents and warrants that:

(a)User will ensure that it's activities, operations, products and services (and User's provision of the foregoing, including without limitation in connection with providing Products to Customers) are operated and provided in good faith and in accordance with standards consistent with best practices in the tours and activities industry and, if appropriate or recommended based on the nature of Products;

(b)User's personnel will be properly trained, have all necessary skills to deliver the Products, and will deliver the Products in a professional manner consistent with best industry practices;

(c)User will comply with all applicable international, state and local laws and regulations (including fire, health and safety procedures and consumer protection and data privacy laws);

(d)User will not do or omit to do any act (including by virtue of its provision of any User Content or its offer and/or delivery of any Product) that, in our sole opinion, may be likely to cause us to be disparaged, defamed, discredited or brought into disrepute. We may ask for proof to establish the existence of a Product, and/or proof of authority to advertise and provide such Product. If we suspect that User has supplied false information, User agrees that er is entitled to carry out and/or procure further identity checks and due diligence on User, or to require User to prove the existence of a Product;

(e)User may not subcontract or otherwise transfer any of its rights or obligations under this Agreement; provided, however that User may subcontract delivery of the Products with the prior written consent of us. In the event the User uses a subcontractor, User will nevertheless remain responsible for the satisfactory delivery of Products and shall be liable for such subcontractor's compliance with the terms and conditions of this Agreement and any breach or failure of such subcontractor to comply.

14.2. If we believe that User is in breach this clause 12, we may, without limiting its other remedies, terminate this Agreement.

15. CUSTOMER COMPLAINTS

15.1. User must provide a superior customer service and communication process. User is responsible for and will resolve all Customer complaints promptly. We reserve the right to monitor Customer complaints and their resolution and we reserve the right to ask for evidence of the resolution of Customer complaints and you must provide that. You must not engage in any behaviour which will bring us, our Site or our Service into disrepute. This is an essential term.

15.2. If we are required to resolve a Customer complaint on a User's behalf and that resolution includes the payment of compensation by use to the Customer to resolve that complaint, you must reimburse that compensation to us and we will deduct it from the payments made by any Customer for any of your Products.

15.3. After a Customer has purchased a Product, User will not, without our prior consent, contact such Customer for the purposes of marketing or selling tours, activities or other travel-related destination services and/or products to such Customer or for any other purpose other than to fulfil the Product purchased or to answer a Customer complaint.

15.4. We require you to take out and maintain all insurances that any prudent person in the industry would deem are reasonable. We may direct you to take out insurances. If you don't then we reserve the right to do so on your behalf and you will reimburse us for that premium. On request you must provide us with your certificate of currency evidencing the insurances we require you to take out and maintain. This is an essential term.

16. OPENROADS FEE

16.1. OpenRoads will charge the Fee for every Product that is sold to a Customer whether it is booked through the Site or booked in another manner. The Fee will be paid by the User out of the proceeds of the sale of the Product. The User irrevocably authorises and directs us to take the Fee from the proceeds of sale of a Product immediately it is paid for by a Customer.

17. DISCLAIMER

17.1. This disclaimer of liability applies to any damages, injury or death caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction or unauthorized access or, alteration of or use of record in connection with the use or operation of the Service, whether for breach of contract, tortious behaviour, negligence or any other cause of action.

17.2. We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Services or the Content contained on the Site for any purpose. Any reliance you place on such information is therefore strictly at your own risk. We disclaim any express or implied warranty representation or guarantee as to the effectiveness or profitability of the Services or that the operation of our Site will be uninterrupted or error-free. We are not liable for the consequences of any interruptions or error in the Site or the Services.

17.3. User Generated Content produced and provided on the Site by Users have not been individually authenticated and endorsed in whole or in part by OpenRoads. We are committed to respecting others' Intellectual Property Rights, and we ask Users to do the same. We may, in our sole discretion, remove User Generated Content that may infringe or otherwise violate others' Intellectual Property Rights.

18. PROHIBITED USE

18.1. You acknowledge and agree that you are responsible for your own Products and User Generated Content while using the Services and for any consequences thereof. You agree to only use the Site only for purposes that are legal, proper, and in accordance with these Terms. Prohibited conduct and use includes, but is not limited to:

(f)defamation, abuse, harassment, stalking, threatening or otherwise violating the legal rights of others;

(g)representing that you are able to offer a Product for sale when you are not;

(h)uploading, posting, emailing or transmitting or otherwise making available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law and these Terms;

(i)impersonation of another person or entity, or falsification or deletion of any attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;

(j)restricting or inhibiting any other user from using and enjoying the Services;

(k)using the Services for any illegal or unauthorized purpose;

(l)interfering with or disrupting the Services or servers or networks connected to the Services, or disobeying any requirements, procedures, policies or regulations of networks connected to the Services;

(m)using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information or data contained within site about Users for any unauthorized purpose;

(n)creating user accounts by automated means or under false or fraudulent pretences;

(o)promoting or providing instructional information about illegal activities or promoting physical harm or injury against any group or individual;

(p)transmitting any viruses, worms, defects, Trojan horses, or any items of a destructive nature; or

(q)using the Site and Services in to post or publish non-lighting industry related Projects.

19. PRIVACY

All Personal Information and User Generated Content provided to or displayed on the Site and Services are subject to our Privacy Policy.

20. THIRD PARTY CONTENT

20.1. The Services may link to other websites, services or resources on the Internet, such as Twitter and Facebook, and other websites, services or resources may contain links to the Services. These websites are not under our control and are not maintained by OpenRoads. We are not responsible for the content of those sites. We only provide links to external websites as a convenience, and the inclusion of such a link to external websites do not imply our endorsement of those sites. You acknowledge and agree that when you access other websites on the Internet, you do so at your own risk.

20.2. We make no representation about any other website you access through this one. Other websites are independent from our sites, so we do not accept responsibility for such websites.

21. OPENROADS INTELLECTUAL PROPERTY

21.1. Nothing in these Terms constitutes a transfer of any Intellectual Property rights from us to you. You acknowledge and agree that, as between you and us, we own the Intellectual Property Rights, including any trademarks, in the Site and Services, and excluding any User Generated Content posted or added by you or third-party businesses.

21.2. You must not modify the physical or digital copies of any Content you print off or download in any way, and you must not use any illustrations, photographs, video or audio, or any graphics separately from any accompanying text.

21.3. We own and retain all proprietary rights to the Site, the Services provided through the Site, and all associated Intellectual Property rights, excluding User Generated Content. You are permitted to use the Services only as authorised by us.

21.4. If you breach these Terms, your right to use the Site and Services will cease immediately and you must, at our option, return or destroy any copies of our Intellectual Property you have made.

21.5. Unless expressly stated, all persons, third party trademarks and images of third-party products, services or locations on the Site are in no way associated, linked or affiliated with us and you should not rely on the existence of such a connection. Where a trademark or brand name is used, it is solely used to describe or identify products.

22. YOUR INTELLECTUAL PROPERTY

22.1. User grants to us the right to, and the right to use and display Users and its Products names, logos, marks and trademarks and to display any third party names, logos, marks and trademarks used by User with respect to the Products (the Marks), in each case for the purposes of advertising the availability of the Products and marketing and promoting the Products through the Site.

22.2. We may issue a press release, advertisement or public statement that references User, the relationship of the parties, and the Users Products without Users prior written consent.

22.3. User represents and warrants that it has all rights and licenses required to grant us the rights granted in this clause 20. Except as expressly permitted by the foregoing, neither party will issue a press release, advertisement or public statement concerning this Agreement, the contents of this Agreement or the relationship of the parties without the prior written consent of the other party.

23. USER GENERATED CONTENT

23.1. You must not add any User Generated Content to the Site:

(a) unless you hold all necessary rights, licences and consents to do so;

(b) that would cause you or us to breach any law, regulation, rule, code or other legal obligation;

(c) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;

(d) that is unsolicited, undisclosed or unauthorized advertising;

(e) that are software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(f) that would bring us, or the Site, into disrepute; or

(g) that infringes the Intellectual Property or other rights of any person.

23.2. You agree to keep all records necessary to establish that your User Generated Content does not violate any of the requirements under clause 16.1 and make such records available upon our reasonable request.

23.3. You retain ownership of your Intellectual Property and proprietary rights in any User Generated Content. These Terms does not prevent you front granting non-exclusive rights to use your User Generated Content to others.

23.4. You also grant to OpenRoads, its successors and affiliates, a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Generated Content and your name, voice, or likeness hereafter developed, for use in connection with the Site and Services, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats through any media channels.

23.5. You also grant each User a non-exclusive licence to access your User Generated Content through the Site, and to use, reproduce, distribute, display, and perform such User Generated Content, only to the extent permitted through the normal functionality of the Site and subject to all confidentiality and other provisions of these Terms.

23.6. The above licences under clause 21.4 and 21.5 granted by Users will terminate within a commercially reasonable time after the User removes or deletes the User Generated Content from the Site, except that the User grants OpenRoads, its successors and affiliates, the irrevocable and perpetual licence to retain and use, but not publicly display, distribute, or perform, server, or archival copies of all User Generated Content that you have removed or deleted to the extent permitted by applicable law.

23.7. We are under no obligation to regularly monitor the accuracy or reliability of User Generated Content appearing on the Site or using the Services. We reserve the right to modify or remove any User Generated Content at any time.

23.8. You hereby grant OpenRoads a royalty-free, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play and exercise all Intellectual Property rights without limitation with respect to User Generated Content worldwide or to incorporate User Generated Content in other works in any media now known or later developed for the full term of rights that may exist in User Generated Content.

23.9. Any opinions, advice, statements, services, offers, or other information or User Generated Content expressed or made available by Users are those of the respective author(s) or distributor(s) and not of OpenRoads.

24. CONFIDENTIALITY

24.1. User will adhere to all applicable laws our current Privacy Policy with respect to Users use and disclosure of Customer Personal Information provided to User by us or otherwise collected, obtained or received by User in exercising its rights or fulfilling its obligations under this Agreement.

24.2. User will use such Customer Personal Information only for purposes of providing to the applicable Customer the Products booked by such Customer. For all Customer Personal Information, User will comply with its obligations under the Privacy Act 1988.

24.3. User agrees not to send any unsolicited, commercial email or other online communication (e.g., "spam") to Customers. For purposes of this Agreement, Customer Personal Information means name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information and any other non-public, idetifying information available to User as a result of Users relationship with us and any purchase of Users Products by consumers through the Site.

25. LIMITATION OF LIABILITY AND INDEMNITY

25.1. You agree that we shall not be liable for any damages suffered as a result of using the Services, copying, distributing, or downloading Content from the Site.

25.2. In no event shall we be liable for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, privacy, data, goodwill or other economic advantage) however it arises, whether for breach of contract or in tort, even if it has been previously advised of the possibility of such damage.

25.3. We do not endorse the contents of any User Generated Content and expressly disclaim any and all liability in connection with them. We do not pre-screen or monitor User Generated Content. In no event shall we be liable for any claims by a User or any third party pursuant to the Competition and Consumer Act 2010 (Cth) including, but not limited to, any misleading or deceptive statements and/or misrepresentations incorporated into any User Generated Content. It is the User's sole responsibility to ensure the accuracy of the data inputted into User Generated Content.

25.4. You have sole responsibility for adequate security protection and backup of data and/or equipment used in connection with your usage of the Site and Services and will not make a claim against OpenRoads for lost data, re-run time, inaccurate instruction, work delays or lost profits resulting from the use of the Site and Services. You must not assign or otherwise dispose of your User account to any other person.

25.5. As a condition of your access to and use of the Site, you agree to defend, hold harmless, and indemnify OpenRoads and its successors and assigns for all damages, costs, expenses and other liabilities, including but not limited to legal fees and expenses, relating to any claim arising out of or related to:

(a) your access to and use of the Site and Services, including any payment obligations incurred through the use the Services; or

(b) your breach of these Terms and any applicable law or the rights of another person or party;

(c) any breach of contract or other claims made by Users with which you conducted third party business with through the Services; or

(d) any liability arising from the tax treatment of payments or any portion thereof.

This indemnification section survives the expiration of your subscription term and applies to claims arising both before and after the subscription term.

26. RELEASE

In addition to the recognition that OpenRoads is not a party to any contract between Users, you hereby release OpenRoads and its affiliates, officers, directors, agents, subsidiaries, joint venturers, and employees from claims, demands, and damages whether actual or consequential of every kind and nature, known or unknown, arising out of or in connection with any dispute you have with another User, whether it be at law or in equity. This includes, for example and without limitation, any disputes regarding performance, quality, functions, and quality of the services provided by a User and requests for refunds based upon such disputes.

27. NOTICE

27.1. By using the Site, you accept and consent that communication with us will be electronic. We will contact you by email or provide you with information by posting notices on the Site.

27.2. You acknowledge that all contracts, notices, information and other communication we may provide electronically comply with any legal requirements that such documents are in writing.

27.3. Notice will be deemed received and properly served immediately when posted on the Site, 24 hours after an email is sent, or 3 days after the date of posting any letter. As proof of service, it is sufficient that:

(a)For letters, the letter was properly addressed, stamped and placed in the post; and

(b)For emails, the email was sent to the specified email address.

28. NO WAIVER

28.1. If we fail, at any time, to insist upon strict performance of your obligations under these Terms, or if we fail to exercise any of the rights and remedies we are entitled to under these Terms, this will not constitute a waiver of such rights or remedies and it will not relieve you from compliance with your obligations.

28.2. If we waive a default, it does not constitute a waiver of any subsequent defaults.

28.3. No waiver is effective unless it is expressly stated by us to be a waiver and is communicated to you in writing as per clause 21.

29. FORCE MAJEURE

We shall be under no liability to you in respect of anything that, if not for this provision, would or might constitute a breach of these Terms, where this arises out of circumstances beyond our control, including but not limited to:

(a) acts of god;

(b) natural disasters;

(d) accident;

(e) riot;

(f) shortage of supplies, equipment, and materials;

(g) strikes and lockouts;

(h) civil unrest;

(i) computer hacking; or

(j) malicious damage.

30. SEVERABILITY

If any court decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, that term will, to that extent only, be severed from the remaining terms. The rest of these Terms will continue to be valid.

31. ENTIRE AGREEMENT

31.1. These Terms and the documents expressly referred to in them, constitute the entire agreement between you and OpenRoads, and supersede all previous discussions, correspondence, negotiations, previous arrangements, understanding or agreement between us relating to the Services.

31.2. We each acknowledge that, in entering into these Terms, neither of us relies on, and subsequently will have any remedies for, any representation or warranty that is not set out in these Terms.

32. GOVERNING LAW

These Terms are governed by the laws of the State of Victoria, Australia and each party submits to the jurisdiction of the courts of the State of Victoria, Australia.

33. UPDATES TO THESE TERMS

33.1. We reserve the right, in our discretion, to correct any errors or omissions in any part of the Site and Services. We may restrict access to parts or the entire Site and Services at any time, including, but not limited to, Content, certain features and Services, hours of availability, and equipment needed for access or use, without notice or liability.

33.2. Any material on the Site and Services may be out of date at any given time and we are under no obligation to update such material.

33.3. We reserve the right, in our sole discretion, to change, modify, add or remove any part of these Terms, in whole or in part, at any time. Notification of the changes to these Terms will be posted on the Site and will be effective immediately, unless expressed otherwise.

33.4. It is your sole responsibility to periodically check these Terms for any changes. If you do not agree with any of the changes to these Terms, it is your sole responsibility to unsubscribe from the Site and Services. Your continued use of the Site and Services will be deemed as your acceptance thereof.

33.5. We may assign or sublicense any of our rights or obligations under these Terms at any time, without obtaining your consent. Terms last updated on: 17 June 2019

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