Effective: October 27, 2019
Welcome to Delegate Connect, the website, online platform, and mobile apps (collectively, “Delegate Connect”) of Iconic Live Pty Ltd (“Iconic Live”, “we,” or “us”). This page explains the terms by which you may use our online and/or mobile services, web sites, APIs, SDKs, email notifications, onsite technologies, and Software (as defined in 1(c) below) provided on or in connection with the service (collectively, the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Terms of of Service Agreement (the “Agreement”).
Please read this agreement carefully to ensure that you understand each provision and contact us if you have any questions. To the extent that Iconic Live processes any personal data that is subject to the general data protection regulation (the “GDPR”) as a part of the customer content, on customer’s behalf, in the provision of the Services hereunder, the terms of the data addendum (accessible from within your account profile on the Service]) (the “data addendum”), which are hereby incorporated by reference, shall apply.
Iconic Live provides an event experience, management, and technology toolset, called “Delegate Connect”. The platform and web services are called the “Delegate Connect Platform”.
You acknowledge that this Agreement forms a binding contract between you and Iconic Live. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with Iconic Live, are not a person barred from receiving Services under the laws of Australia or other applicable jurisdiction, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations (including without limitation all applicable laws regarding online conduct and acceptable content, the transmission of technical data exported from the Australia or the country in which you reside, privacy, and data protection).
In order to register for an account, we may, at our discretion, require that you sign up through a third-party service provider, such as Google. Microsoft, Facebook, or GitHub. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement. The Services are not available to any Users previously removed from the Services by Iconic Live.
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-assignable, non-transferable, non-perpetual license to internally use and access the Services solely as necessary to develop, maintain and support your events in accordance with the documentation or specifications included in the Services. Iconic Live reserves all rights not expressly granted herein in the Services.
Use of any software and associated documentation that is made available via the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the website page where the Software can be accessed.
You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will Iconic Live provide you with any tangible copy of our Software.
Iconic Live shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the;
For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium.
Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.
If no license agreement accompanies use of the Software, use of the Software will be governed by this Agreement. Subject to your compliance with this Agreement, Iconic Live grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by this Agreement. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.
In order to use certain features of the Services, you must register for an account with us. Your Delegate Connect account gives you access to the Services and functionality that we may establish and maintain from time to time in our sole discretion. We may maintain different types of accounts for different types of Users, and these different accounts may have different functionalities available to them. For example, we offer 1) a delegate account (“Delegate Account”), and 2) several types of admin accounts (each a “Admin Account”). Users with Delegate Accounts shall be able to use the Services on a limited basis.
Certain account types may allow you to authorise additional accounts for other Users and associate those authorised Users under your account. Users may identify a username and password for the User’s account on the Services. The Services may also be accessed using single sign-on method.
If you open an account on behalf of an entity, then
By connecting to Delegate Connect with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your credentials for that service.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account or any account you authorise for a User on the Services, and you and the Users you authorise must each keep your account passwords secure. You must notify Iconic Live immediately of any breach of security or unauthorised use of your account. Iconic Live will not be liable for any losses caused by any unauthorised use of your account.
You may control your User profile and how you interact with the Services by changing the settings in your settings page. By providing Iconic Live your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your user settings page within your account on the Services. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You agree not to engage in any of the following prohibited activities:
The features of the Services that Iconic Live provides are always evolving and the form and nature of the Services that Iconic Live provides may change from time to time without prior notice to you. In addition, Iconic Live may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to Users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
Regardless of whether you have a Delegate Account or Admin Account, we may limit:
We may impose or modify these limitations without notice. We may utilise technical measures to prevent over-usage and stop usage of the Services by an Event after any usage limitations are exceeded or suspend your access to the Services with or without notice to you in the event you exceed any such limitations.
You represent and warrant that
Iconic Live will have the right, in its sole discretion, to refuse to permit your use of the Services with a particular Event. Unless Iconic Live states otherwise, such rejection will not terminate this Agreement with respect to any other Event. Iconic Live will have no liability to you for such refusal.
You agree to provide us with access to your Event and other materials related to your use of the Services as reasonably requested by us to verify your compliance with this Agreement.
As between you and Iconic Live, Iconic Live owns all right, title and interest in and to the Services, Delegate Connect and Software. Except for the limited rights granted in this Agreement, you retain no right, title, or interest in any intellectual property owned or licensed by us, including the Services, and without limitation any software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, and videos therein. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices and restrictions contained in this Agreement. We claim no ownership or control over your Event or the content sent, posted or displayed through your Event, except for any aspects of the Services therein (“Customer Content”). If you believe any content on the Services infringes your copyrights, you may request that we remove the content from the Services (or disable access to that content) by contacting us at email@example.com
You may choose to or we may invite you to submit comments or feedback about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Iconic Live under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Iconic Live does not waive any rights to use similar or related feedback previously known to Iconic Live, or developed by its employees, or obtained from sources other than you.
You agree to pay all fees or charges to your account in accordance with the applicable fees, charges and billing terms in effect at the time a fee or charge is due and payable. Unless otherwise agreed to by Iconic Live in writing, Users must provide Iconic Live with valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Your Payment Provider agreement governs use of the designated credit card account, and must refer to that agreement and not the terms of this Agreement to determine its rights and responsibilities.
By providing Iconic Live with your credit card number and associated payment information, you agree that we are authorized to immediately invoice your account for all fees and charges due and payable to Iconic Live hereunder and that no additional consent is required. You agree to immediately notify us of any change in your billing address or credit card used for payment hereunder. We reserve the right at any time to change our prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.
You will be responsible for payment of the applicable subscription fee amount for the Services (the “Service Subscription Fee”) at the time you create your account and select your monthly or annual package (each, a “Service Commencement Date”). In the event that you exceed the established usage limits for your selected subscription tier, Iconic Live reserves the right to require further payments from you to cover the cost of any such overage.
Your subscription to the Services is non-cancellable and, non-refundable. Your subscription to the Services will automatically renew for successive terms equal in length to the initial term (each, a “Renewal Term”), at Iconic Live’s then-current price for the applicable subscription tier unless earlier terminated in accordance with Section 8 (Term and Termination). You may terminate your access to the Services at any time pursuant to Section 8(c) (Your Termination) below.
Please refer to your Event Proposal for a description of the fees payable in connection with the Services. In the event that you wish to increase the number of Events beyond the maximum number of Events for which the applicable fees have been paid, you shall be required to pay additional fees associated with the increased number of Events.
Iconic Live’s fees are net of any applicable taxes, including but not limited to sales and use taxes, GST, and any additional taxes other than Australian taxes based on the net income, property tax or payroll taxes of Iconic Live (“Taxes”), and whether these Taxes are imposed directly on you or on Iconic Live. If your receipt of access to the Services, under this Agreement is subject to Taxes in any jurisdiction and you have not remitted the applicable Taxes to Iconic Live, you will be responsible for the payment of such Taxes and any related penalties or interest to the relevant tax authority.
Relationship of Parties Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture relationship between the you and us. Neither party is the representative of the other party for any purpose and neither party has the power or authority as agent, employee, or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.
Unless you notify us in writing to the contrary, we may publicly refer to you, orally or in writing, as a User of the Service, and we may publish your name and logo on the Iconic Live website or promotional materials. You grant us all necessary rights and licenses to do so.
You acknowledge and agree that Iconic Live may be independently creating applications, content and other products and services that may be similar to or competitive with your Event and its content, and nothing in this Agreement will be construed as restricting or preventing Iconic Live from creating and fully exploiting such applications, content and other items, without any obligation to you.
Iconic Live cares about the integrity and security of the data you provide to us and uses commercially reasonable means to protect your data. However, we cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your data for improper purposes. You acknowledge that you provide your data to us at your own risk. To better understand the steps we take to protect your data, please review our Security and Compliance measures.
You agree that this Agreement will be deemed to be in effect upon the date on which you accept this Agreement, in accordance with the preamble and continue through the term of your initial subscription period.
We may change, suspend, or discontinue the availability or any functionality of the Service, or any aspect of your access to the Service, at any time without notice to you and without incurring any liability to you. We may also impose limits on certain features and services or restrict your access to part or all of the Services without notice to you and without incurring any liability to you. Furthermore, Iconic Live may limit, suspend, or terminate your use of the Services (and your rights under this Agreement) at any time. In addition, this Agreement will terminate automatically and without notice immediately upon any breach of the terms of this Agreement by you.
You may terminate this Agreement for any reason or no reason at all, at your convenience, effective as of the last day of the then-current term by providing written notice to Iconic Live of your intent to terminate this Agreement and upon the effective date of your termination, ceasing your use of the Service. Notwithstanding anything to the contrary, Service Subscription Fees are non-refundable.
Upon termination of this Agreement:
Neither party will be liable to the other party for damages of any sort resulting solely from the termination of this Agreement. Notwithstanding clause 8(e), Iconic Live’s sole obligation as it relates to copies of, or references or links to, your Product will be to, upon written request from you, make commercially reasonable efforts, as determined in its sole discretion, to remove all such references and links.
Iconic Live will use reasonable efforts to delete your password, name, credit card information and all related information associated with or inside your Account (or any part thereof), excluding data related to past Transactions upon termination of this Agreement, or upon request.
The rights and obligations of the parties set forth in this Section 8(f) (Survival) and Section 3 (Ownership), Section 4 (Fees and Payment Terms) to the extent of any outstanding fees, Section 5(a) (Marketing), Section 9 (Confidentiality), Section 10 (Disclaimer and Limitation of Liability), Section 11 (Indemnity), Section 12 (Governing Law, Arbitration, Class Action/Jury Waiver), Section 13 (General), and any right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
“Confidential Information” means all written and oral information, disclosed by either party to the other, related to the operations of either party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. The parties acknowledge that during the performance of this Agreement, each party will have access to certain of the other party’s Confidential Information. With the exception of Ideas (as defined in Section 3(b) Feedback above), which shall be considered proprietary to the receiving party, all Confidential Information is proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party.
Each party agrees as follows:
The foregoing provisions will not apply to Confidential Information that:
Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required
To the extent permitted by law, Iconic Live expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty or condition of merchantability, fitness for a particular purpose, availability, security, title and/ non-infringement.
Some aspects of the Services are experimental and have not been tested in any manner. We do not represent, warrant, or make any condition that the Services are free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid. We are not responsible for any content or other material downloaded or otherwise obtained through the use of the Services, all of which is obtained at your own discretion and risk. Your use of the Services are at your own discretion and risk, and you will be solely responsible for any damage that results from use of the ervices including, but not limited to, for any damage to your computer system or loss of data. No advice or information, whether oral or written, obtained by you from us or through or from our services will create any warranty or condition not expressly stated in the user agreement.
The Services are controlled and operated from facilities in Australia in the state of Victoria. Iconic Live makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Australian and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by Australia, or are a foreign person or entity blocked or denied by the Australian government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in Australia.
Nothing in this Agreement limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law which by law may not be limited or excluded. Iconic Live will not, under any circumstances, be liable to you for any incidental, consequential, indirect, punitive, special, or reliance damages related to this agreement or the service. Consequential damages include, but are not limited to, lost profits, lost revenues and lost business opportunities, whether you were or should have been aware of the possibility of these damages. In no event will our aggregate liability under this agreement or related to the services exceed the amounts paid by you to Iconic Live for the Services during the six (6) month period immediately preceding the act(s) giving rise to liability hereunder. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. The parties have negotiated this agreement with due regard for the business risk associated with the arrangements described in this agreement.
You will defend, indemnify and hold harmless Iconic Live and its affiliates, and their respective directors, officers, agents, licensors, and other partners and employees from and against any third-party claim arising from or in any way related to your Event, your use of the Service, or your breach of any obligation herein, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
In the event any infringement claim, action or allegation is brought or threatened against Iconic Live, we may, at our sole option and expense:
This indemnification obligation will not apply if the infringement arises as a result of (i) any use of the Services in a manner other than as specified in this Agreement, (ii) any use of the Services in combination with other products, equipment, devices, systems, or data not supplied by us to the extent such claim is directed against such combination, or (iii) any alteration, modification, or customization of the Services made by any party other than Iconic Live or our authorized representative if such infringement would not have occurred without such alteration, modification or customization.
This Agreement is governed by the laws of Victoria, Australia and any dispute relating to it shall be determined by the courts of Victoria.
For any dispute you have with us, you agree to first contact us via email at firstname.lastname@example.org and attempt to resolve the dispute with us informally. If we need to contact you, we will do so at the email address associated with your account.
A party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of these Terms unless it has complied with this section. If we have not been able to resolve the dispute with you informally under section 12.b, we each agree to give the other party a formal written notice claiming that a dispute has arisen. During a 30-day period after notice is given under this section (“Initial Period”) each party to the dispute must cooperate and take all reasonable steps necessary to resolve the dispute. If the disputants are unable to resolve the dispute within the Initial Period, each disputant agrees that the dispute must be referred for mediation to a mediator agreed on by the disputant.
If the disputants are unable to agree on a mediator within 7 days after the end of the Initial Period, then the parties must submit the dispute for mediation through the Law Society of Victoria and have the president of that Law Society appoint a mediator and set the matter for mediation. The role of the mediator is to assist in negotiating a resolution of the dispute. A mediator may not make a decision that is binding on a disputant unless that disputant has so agreed in writing. Each disputant must pay its own costs of complying with this section. The disputants must pay equally the costs of any mediator engaged. The mediation will be held in Victoria, Australia. All communications concerning negotiations made by the disputants in connection with this dispute resolution section are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable law of evidence.
This Agreement, including all documents referenced herein, constitutes the entire agreement between you and Iconic Live and governs your use of the Services. If, through accessing or using the Services, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and this Agreement will not affect your legal relationship with such third party.
If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such term or provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Neither party may assign this Agreement or any of its rights or obligations hereunder, to a third party without the other party’s written consent, except that a party may assign this Agreement without such consent as a consequence of a merger, consolidation, reorganization, or sale of substantially all of its assets or of the business to which this Agreement pertains. Any assignment in violation of the foregoing is null and void. This Agreement inures to the benefit of and is binding upon the parties hereto and their successors and assigns.
Failure to enforce or a waiver by either party of one default or breach of the other party will not be considered to be a waiver of any subsequent default or breach.
The delivery of any Notice is effective when posted to the Services or sent by Iconic Live (whichever first occurs), regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by cancelling your account. You must give notice to us in writing via email to email@example.com or another address otherwise expressly provided.
Neither party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or war.
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 will not be an election of that remedy to the exclusion of other remedies. A party’s breach or threatened breach of any of its covenants or agreements in this Agreement may cause irreparable injury that is inadequately compensable in monetary damages.