Terms of Use

Acceptance
1. This website, app, platform and any service offered under this document, any Enterprise Agreement or the name “Uptime Media” (“Platform”) is operated by Uptime Media Pty Ltd and its related entities or body corporates (“us”, “we” and “our”).
2. Your access to and use of this Platform is subject to these Terms of Use (“Terms of Use”). The Terms of Use constitute a binding legal agreement between you and us, and your continued use of the Platform constitutes your acceptance and acknowledgement of these Terms of Use, our Privacy Policy available at uptime.media/privacy, and any other policy displayed on the Platform, all of which constitute a part of the Terms of Use which may be supplemented by any Enterprise Agreement you enter into with us. If you do not agree to the Terms of Use, you must not use the Platform.
3. Any time you access the Platform, purchase any services on the Platform, or enter into any other transaction on the Platform, you are taken to accept these Terms of Use.
4. We may initiate amendments or modifications to the Platform, the Terms of Use and/or the Privacy Policy by providing you with 14 days notice. You will have an opportunity to agree or reject the amendments. If you do not agree to the amendments, then you must notify us within that time frame, otherwise, you will be deemed to accept the amended version of the Platform, the Terms of Use and/or the Privacy Policy, as relevant. Your continued use of the Platform indicates your continued acceptance of the amended Platform, Terms of Use and/or Privacy Policy, as relevant.
5. These Terms of Use will prevail over any other terms or agreement between you and us, except to the extent supplemented by any Enterprise Agreement.

Preconditions to use
1. To use the Platform:
  1. you must be at least 18 years old (and have the legal capacity to enter into binding contracts); or
  2. if you are under 18 years old, you must obtain parent or guardian approval before using the Platform.
2. By visiting, registering, or using the Platform in any way, you warrant to us that you meet the requirements above. If the above requirements are not met, please cease using the Platform immediately.

Right to access and use the Platform
1. In exchange for you complying with all terms of this Agreement, we grant you a limited non-exclusive, non-transferable, non-sublicensable, personal, and revocable right to access and use the Platform, limited to the Permitted Use.

Registration; Data
1. You may be required to register an account to use certain features of the Platform. We may refuse, review or cancel any account registration in order to satisfy our internal processes and our business requirements at our discretion.
2. When you register and activate your account, you may provide us with Personal Information such as a name and email address and other details. You must ensure that this information is accurate and current. We will handle all Personal Information we collect in accordance with our Privacy Policy. Generally, we aim to delete any Personal Information and other Uploaded Content related to your account administration as soon as practicable after the termination of your account. However, we may sometimes retain Personal Information for an additional period as is permitted or required under applicable laws. Even if we delete your Personal Information it may persist on backup or archival media for an additional period of time for legal, tax or regulatory reasons or for legitimate and lawful business purposes.
3. You are responsible for the collection, use, storage, and otherwise dealing with Personal Information related to your business, including in relation to your access and use of the Platform. You must comply and must ensure that all of your personnel comply, with the requirements of the Privacy Laws in respect of all Personal Information collected, used, stored, or otherwise dealt with under or in connection with these Terms of Use.
4. You must:
  1. notify natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Laws in relation to the collection, use, and storage of their Personal Information; and
  2. notify us immediately upon becoming aware of any breach of the Privacy Laws that may be related to the use of Personal Information under these Terms of Use.
5. You are responsible for keeping your account credentials secure, and you are responsible for all use and activity carried out under your account. You must not share your account credentials with any third party. You may add authorised Users to your account, provided:
  1. you must cause each authorised User to comply with these Terms of Use and you are liable for all authorised Users’ access and use of the Platform and compliance with these Terms of Use;
  2. this Agreement applies to and binds all authorised Users, except that terms relating to Fees and Termination which apply only to you;
  3. you determine who is an authorised User, controls each authorised User’s level of access to the Platform at all times, and can revoke or change an authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an authorised User or must have that different level of access, as the case may be; and
  4. any authorised User’s right to access and use the Platform will terminate upon the termination of your account or the termination of these Terms of Use, your access to the Platform and/or our display of any advertisement.
6. Other than your authorised Users, we do not authorise anyone to use the Platform on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
7. You must not impersonate any other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended or terminated, and we may take such further action as we deem necessary.
8. You agree not to create an account or access or use the Platform if you have been previously removed or suspended by us from the access or use of the Platform.

Uploaded Content
1. Where the Platform allows you to upload any Uploaded Content, you:
  1. represent and warrant to us that you have all rights, title, interest and authority in the Uploaded Content, including with respect to Intellectual Property Rights and you are solely responsible for the Uploaded Content and the consequences of collecting, using, disclosing, storing or transmitting it;
  2. represent and warrant to us that you have all rights, releases and permissions to provide Uploaded Content to us, including with respect to using the name and likeness of each person whose image appears in any Uploaded Content in the manner contemplated by these Terms of Use and to grant all rights granted to us in these Terms of Use;
  3. represent and warrant to us that the use or exploitation of Uploaded Content does not and will not infringe the rights of any third party (including, but not limited to, Intellectual Property Rights and privacy rights);
  4. represent and warrant to us that the collecting, using, disclosing, storing, transmitting or any other operation with relation to Uploaded Content, including any Personal Information contained in such Uploaded Content (and its transfer to and use by us) as contemplated by these Terms of Use does not and will not violate any laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity and you agree to do all things necessary to and cause such compliance; and
  5. agree and undertake to us to pay all amounts which become owing by us to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Uploaded Content to or via the Platform.
2. It is your responsibility to back up any Uploaded Content to your own systems. We do not guarantee that the Platform will be available at all times.
3. You agree that we can store Uploaded Content on our servers. You grant us an irrevocable, perpetual licence (and consent) to use, process, copy, transmit, store and backup or otherwise access Uploaded Content solely to:
  1. supply the Platform to you (including to enable you and your personnel to access and use the Platform);
  2. diagnose problems with the Platform;
  3. Update or otherwise improve, modify or maintain the Platform, including by way of using the Uploaded Content for machine learning and artificial intelligence training purposes;
  4. train our staff; and
  5. develop other services,
4. provided we de-identify the Uploaded Content.
  1. We will use our best efforts to ensure that any Uploaded Content that is hosted or otherwise stored by us is secure. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to any Uploaded Content, including due to hacking, malware, ransomware, viruses, malicious computer code or any other forms of interference.
  2. Despite anything to the contrary in these Terms of Use or elsewhere, we may capture, log, monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform in an aggregated and anonymised format (Analytics). We and our licensors own all Intellectual Property Rights in and to the Analytics and in the Platform and all technology, documentation and content provided in connection with the Analytics. You agree that we may make such Analytics publicly available, provided that it:
    1. does not contain identifying information; and
    2. is not compiled using a sample size small enough to make the underlying Uploaded Content identifiable.
Your Advertisements
1. You must submit your advertisement for our approval. We are not required to approve any advertisement that does not comply with these Terms of Use. We do not guarantee that any advertisement will be approved or will be approved within a certain period.
2. Your advertisements must comply with:
  1. all applicable state and federal laws and regulations;
  2. all applicable advertising industry codes of practice (and their associated practice notes and guidelines), including the Australian Association of National Advertisers Code of Ethics; and
  3. the contractual agreements we have with individual site owners, which may include the prohibition of advertising promoting specific products, services or messages.
3. Your advertisements must not:
  1. depict violence, be explicit, obscene or offensive, cause offence or be likely to inflame tensions in the community between religious, racial groups or ethnic groups;
  2. advertise products or services that are or that are related to gambling, alcohol, sexual or religious products or services;
  3. use any sexual appeal;
  4. contain strong or offensive language or any language that is likely to denigrate, insult or offend;
  5. normalise, perpetuate or promote unsafe behaviour;
  6. depict smoking, cigarettes or illegal drug use;
  7. otherwise be considered not family friendly for any reason.
4. If any complaints are received about your advertisement, we are permitted to stop showing the advertisement until we have reviewed the complaint, reviewed the advertisement, requested you to make any necessary changes to the advertisement and we can verify that you have complied with all change requests.
5. If your advertisement includes any sound component, the maximum sound will be 50 dB, or as otherwise advised to you in relation to any specific requirements of any site at which your advertisement is to be shown.
6. You will have full responsibility for your advertisements and to the extent that the content of any advertisement does not satisfy any provision of these Terms of Use, you will be solely liable for any potential damages and costs, notwithstanding any review or approval by us or any other person.
7. The Platform will enable to you purchase credits for your account in accordance with the payment process on the Platform. Credits can be used in exchange for display of advertisements, in accordance with the booking process on the Platform. The credits in your account are subject to these Terms of Use including the terms of clause 9.
8. Once your advertisement is approved, you can decide the start date and end date for us to show your advertisement. The Platform will enable you to book advertising time during which your advertisement will be shown on digital monitors installed into elevator cars at that service certain buildings, in accordance with the booking process on the Platform. We will provide the opportunity to secure advertising slots in an available building for the number of months you agree with us under our “fixed plan”. We will also provide the opportunity to secure advertising slots in more than one available building with a one month minimum in each building under our “flexi plan”. If you purchase credits for your account under our flexi plan, you will have one year from the time of purchase to use all those credits, and any remaining unused credits after this time has elapsed will no longer be available for use in your account. We reserve the right to modify or discontinue offering our fixed plan and/or flexi plan at any time, provided we will use our best endeavours to ensure that purchases of credits before any modification or discontinuation remain subject to the applicable plan.
9. In the unexpected event that you have booked a building for an advertisement and that building becomes unavailable, we will use all commercially reasonable endeavours to rebook your advertisement so that it is shown in a reasonably comparable building on the basis of having the same or a greater number of apartment units, without any further cost to you or use of credits by you. In the event that we are only able to rebook your advertisement to be shown in a building that has less apartment units than the originally booked building, we will reduce the amount of credits that are applied to the booking on a pro rata basis, calculated with reference to the reduced number of apartment units and we will reinstate the number of credits to your account that represent the difference.
10. If you need to change an approved advertisement you must ensure that the updated advertisement is uploaded to the Platform at least 3 Business Days before you would like the changed advertisement to begin being shown.
Your Conduct
1. In using the Platform, you must:
  1. only use and permit the Platform to be used for the Permitted Use;
  2. not create content based on the Platform except as specifically contemplated by the Platform;
  3. always act courteously and politely with us;
  4. strictly comply with any policy displayed on the Platform;
  5. not use the Platform in any way which is in breach of any applicable laws or which infringes any person’s rights, including Intellectual Property Rights;
  6. not do anything which may compromise or interfere with the Platform or our systems, including without limitation introducing malicious programs such as viruses, worms, trojan horses, and email bombs or take any action that is likely to impose upon the Platform (or our servers, or the servers of our or third-party providers) a disproportionately large load;
  7. not interfere with the proper working of the Platform or any activities conducted via the Platform not collect content or information from the Platform, or otherwise access the Platform, using any automated or manual software, process or other means, such as through exporting, extracting, or otherwise scraping any of the content or data on the Platform for use outside the Platform, including (but not limited to) pre-fetching, indexing, storing, resharing, or rehosting any of our content outside the Platform or using any other harvesting bot, robot, spider, or other similar tool;
  8. not use the Platform to create a product or service with features that are substantially similar to or that re-create the features of any other product or service owned by us or, except to the extent the Copyright Act allows you to do so, reverse engineer or otherwise seek to obtain any source code forming part of the Platform;
  9. not to do anything:
    1. that may be considered harassment or bullying;
    2. that may result in you, us or any other User breaching any law, regulation, rule, code or other legal obligation;
    3. 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, profane, in breach of confidence, in breach of privacy or harassing;
    4. that would bring us or the Platform into disrepute;
    5. that infringes the rights of any person;
    6. that you know (or ought reasonably to suspect) is false, misleading, untruthful or inaccurate; and/or
    7. that contains or constitutes unsolicited or unauthorised communications (including junk mail or spam).
Warranties and acknowledgements
1. You acknowledge, agree and warrant to us that:
  1. there are no legal restrictions preventing you from agreeing to these Terms of Use;
  2. you are not Insolvent;
  3. you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access, and documentation that is reasonably necessary to enable us to perform our obligations, including with respect to the Platform and these Terms of Use and as otherwise requested by us, from time to time, and in a timely manner;
  4. you are responsible (at your cost) for obtaining and maintaining any consents, licences, authorities, and permissions required for you to make use of the Platform (and you will provide evidence of this to us upon request);
  5. all information and documentation (including Uploaded Content) that you provide to us or upload into the Platform in connection with these Terms of Use is true, correct, and complete, and that we will rely on such information and documentation in order to provide the Platform and our services;
  6. you are solely responsible for establishing and maintaining any operating environment necessary to use and obtain the benefit of the Platform.
2. We acknowledge, agree and warrant to you that:
  1. the Platform will perform materially as intended;
  2. the Platform will not infringe on the Intellectual Property Rights of any person;
  3. we will maintain sufficient and appropriately qualified and experienced personnel to operate and provide the Platform and our display of advertisements in accordance with these Terms of Use.
Fees
1. You agree to pay us all applicable Fees as advertised on the Platform.
2. You acknowledge that for:
  1. Exclusive Agreement:
    1. You will pay a deposit of all applicable Fees at least 7 days before you can book any advertising time in respect of those Fees;
    2. we must have received full payment of all applicable Fees at least 5 days before we are obliged to commence publishing any advertisement in respect of those Fees, unless otherwise agreed with you;
    3. Your account will be credited when you purchase credits in accordance with these Terms of Use; and
    4. Your account will be debited for each day on which your advertisement is shown in accordance with these Terms of Use.
  2. Any other terms:
    1. You will pay the full amount of the package at checkout.
    2. Your account will be debited the full amount once the advertisement has been approved by our team n accordance with our Terms of Use.
3. You must not do anything to circumvent payment of any Fee or credit or use the Platform in a manner intended to avoid incurring Fees or using credits.
4. We may offer one or more payment processors as a way to facilitate payment of the Fees. You must make payment by way of one of the payment processors offered (which we may modify from time to time at our sole discretion). You agree that:
  1. any cost, fee, or other charges charged by such processor must be paid by you in addition to the Fees; and
  2. you must comply with the terms and conditions of the relevant payment processor.
5. To the extent permitted by law, any Fees and credits in your account are non-refundable and we do not provide refunds or credits for services that are purchased but not used, or cancelled prior to their committed expiration date, except if you validly terminate under clause 17.1(b) (in which case you will be entitled to a pro-rata refund of any Fees paid in advance). We may determine on a reasonable case-by-case basis that this clause does not apply to a particular situation not contemplated in these Terms of Use.
6. Notwithstanding the fee structure set out in these Terms of Use or on the Platform, we reserve the right to implement a new Fee, or modify an existing Fee, that applies to future purchases through our Platform for current or future features. If we implement a new or modified Fee, we will give you advanced notice such as by posting the new fee structure on our Platform or sending you an email.
Support Services
1. Subject to the below conditions being met, we will provide you the Support Services:
  1. you are not in breach of any term of these Terms of Use and you are using the Platform only as intended under these Terms of Use; and
  2. you have provided all information requested by us or otherwise necessary for providing any Support Services.
2. Any additional support services required by you are subject to further agreement between you and us and may be subject to additional fees.
3. Our liability for any failure to provide the Support Services is limited to resupplying the support to the extent required to remedy the failure. This is your sole remedy for any failure to provide the Support Services.
4. For clarity, any Intellectual Property Rights arising in connection with the Support Services (including any enhancements or customisations) vest exclusively in us immediately upon creation.
Intellectual property rights
1. Except where otherwise indicated or implied by context, we are the sole owners or licensees of all Intellectual Property Rights comprised in the Platform (including all Intellectual Property Rights comprised in the Platform content any associated documentation) and any improvements, Updates, or modifications of the Platform, and any customisations and derivative works and nothing in these Terms of Use constitutes a transfer of any Intellectual Property Rights in or related to the Platform or Platform content. To the extent that you acquire any such Intellectual Property Rights, you irrevocably assign such rights to us.
2. You acknowledge and agree that the Platform and the content contained therein are protected by copyright, trademarks, service marks, patents, design registrations, and other proprietary rights and laws, and you agree to comply with and maintain all copyright notices and other restrictions on content accessed on or via the Platform.
3. If you provide us with feedback, comments or suggestions (Feedback) relating to the Platform or our business, then all rights, title and interest in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modification, or derivative works), are owned solely by us, automatically assigned to us and we may use the Feedback for any purpose.
4. You must not do anything which breaches or otherwise interferes with our Intellectual Property Rights or the Intellectual Property Rights of any of its third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform content without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.
5. You acknowledge and agree that we will suffer real and substantial loss due to any breach of this clause 11 and damages alone would not be an adequate remedy for a breach of this clause 11. Therefore we may seek equitable or injunctive relief for any actual or perceived breach of this clause 11.
Updates
1. We may implement (but are not obliged to implement) Updates to the Platform and/or modifications or improvements to our equipment that displays advertisements from time to time. We will endeavour to provide you with reasonable prior written notice of any scheduled Updates and/or modifications or improvements to our equipment that displays advertisements using contact information that you have provided us to the extent that any Update is likely to significantly affect the availability of the Platform or based on our actual knowledge is likely to have a material negative impact on you.
Confidentiality
1. Each party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other party (Discloser) except:
  1. where permitted by these Terms of Use;
  2. with the prior written consent of the Discloser;
  3. where the Confidential Information is received from a third party, except where there has been a breach of confidence;
  4. on a confidential, “need to know” basis to the Recipient’s shareholders, employees, contractors and other personnel, auditors, insurers, agents, prospective investors or buyers, and professional advisors; or
  5. where the Recipient is compelled to do so by applicable law, provided that it gives the other party written notice prior to disclosure.
2. The Recipient must only use the Confidential Information of the Discloser for the purposes contemplated by these Terms of Use.
3. You acknowledge we may refer to you as a customer, and display your details on our Platform, marketing portfolios, case studies, or in our promotional materials. You may ask that we stop doing this by emailing us. It may take up to 30 days to process your request.
Third-party websites or services
1. The Platform may contain links to websites that are owned and operated by third parties. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.
2. You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:
  1. you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;
  2. we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
  3. you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.
3. The Platform may utilise, incorporate or depend on other third-party services (including, without limitation, hosting services) and you agree that to the extent permitted by law, we will not be responsible or in any way liable for any defect or interruption to the availability of the Platform or our services resulting from the failure of such third-party services.
Disclaimer and limitation of liability
1. We exclude all Warranties in relation to the Platform or any services offered in connection with the Platform, including our equipment that displays advertisements except for those expressly set out in these Terms of Use or those that cannot be excluded by applicable law.
2. To the extent that any law restricts our right to exclude Warranties under these Terms of Use, these Terms of Use must be read subject to those provisions and nothing in these Terms of Use is intended to alter or restrict the operation of such provisions. If those statutory provisions apply, notwithstanding any other provision of these Terms of Use, to the extent that we are entitled to do so, we limit our liability pursuant to such provisions to:
  1. the supply of the services again; or
  2. the payment of the cost of having the services supplied again.
3. Your liability to us and our liability to you in connection with these Terms of Use, the Platform and/or our display of advertisements, other than with respect to the matters contemplated by clause 16 of these Terms of Use is limited as follows:
  1. all liability for consequential, special, indirect or remote loss, including loss of opportunity or business is excluded; and
  2. the maximum aggregate liability arising in connection with these Terms of Use is capped to the total amount of Fees paid by you to us.
4. You acknowledge that complex software, hardware and applications are never wholly free from defects, errors, bugs and harmful components, and subject to the other provisions of these Terms of Use, we give no Warranty or representation that the Platform and/or our display of advertisements will be wholly free from defects, errors, bugs and harmful components. We provide the Platform on an “as is” and on an “as available” basis without any Warranties arising out of any course of dealing or usage of trade. We cannot and so do not make any Warranties that the Platform, our services, any Uploaded Content, our equipment and/or display of any advertisement will be available continuously, uninterruptedly, secure or not otherwise malfunctioning, lost or altered, as applicable. You acknowledge that we may suspend our services, access to the Platform, use of our equipment and/or display of any advertisement temporarily if we have reason to do so (including but not limited to maintenance, updates, or upgrades).
5. All subclauses of this clause 15 are cumulative to one another.
Release and indemnity
1. We agree to indemnify you from any Loss or Claim to the extent that the Loss or Claim arises because your use of the Platform as contemplated in these Terms of Use infringes the Intellectual Property Rights of a third party (IP Claim), provided that you:
  1. provide prompt written notice of the IP Claim to us;
  2. give us the opportunity to join the defence and settlement of the IP Claim; and
  3. provide to us, at our expense, all available information, assistance, and authority to defend the IP Claim; and
  4. have not admitted any fact or compromised or settled such IP Claim other than on reasonably acceptable terms to a party not protected by an indemnity,
2. provide that clause 16.4 does not apply to this indemnity.
  1. If an allegation concerning a possible IP Claim is made, you must permit us to do one of the following (at our sole discretion):
    1. modify, alter or substitute the Platform until the Platform no longer infringes the Intellectual Property Rights alleged in the relevant IP Claim. Such modification will be at our cost; or
    2. terminate these Terms of Use, your access to the Platform and/or our display of any advertisement.
  2. To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter.
  3. To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.
  4. In this clause:
    1. Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
    2. Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
    3. Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.
    4. Relevant Matter means anything in connection with:
      1. any damage to person, property, personal injury or death;
      2. your breach of any of clause 4, 6, 7, 8.1, 11 and/or 13 of these Terms of Use;
      3. any third-party Claim or Loss relating to Uploaded Content or an advertisement;
      4. your use, misuse, or abuse of the Platform; or
      5. your breach or failure to observe any applicable law.
Termination
1. We and you acknowledge and agree that:
  1. we may terminate these Terms of Use, your access to the Platform and/or our display of any advertisement at any time to the extent that continued access to the Platform and/or our display of any advertisement has material negative consequences to our business;
  2. either party may terminate these Terms of Use, your access to the Platform and/or our display of any advertisement with immediate effect by giving the other written notice at any time if:
    1. the non-terminating party is Insolvent; or
    2. the non-terminating party is in breach of any provision of these Terms of Use which cannot be remedied, or where the breach is capable of being remedied, if it fails to remedy the breach within 7 days after receiving written notice requiring remedy.
  3. termination of these Terms of Use, your access to the Platform and/or our display of any advertisement does not release a party from any obligations and liabilities that may have arisen or been incurred prior to the date of such termination.
  4. on termination of these Terms of Use, your access to the Platform and/or our display of any advertisement for any reason:
    1. you must immediately stop accessing and using the Platform, and we may take any action necessary to disable or terminate your access to the Platform and our display of any advertisement; and
    2. each party must promptly return (where possible) or delete or destroy (where not possible to return), the other party’s Confidential Information and intellectual property, and/or documents containing or relating to the other party’s Confidential Information unless required by law or regulatory requirements to retain such information.
General
1. You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms of Use. We may assign, sublicense, novate or transfer our rights and obligations under these Terms of Use to our related body corporates, or to any bona-fide acquirer of the Platform or our business.
2. If a provision of these Terms of Use is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions unless this would materially change the intended effect of these Terms of Use.
3. These Terms of Use are governed by the laws of New South Wales and each party submits to the exclusive jurisdiction of the courts of New South Wales and all courts of appeal from there.
4. No breach of any provision of these Terms of Use can be waived except with the express written consent of the party not in breach.
5. The contents of these Terms of Use constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of these Terms of Use, whether orally or in writing.
6. A provision of these Terms of Use that can and is intended to operate after its conclusion will remain in full force and effect despite the termination or expiration of these Terms of Use, including without limitation clauses 5 (Uploaded Content), 6 (Your Advertisements), 11 (Intellectual property rights), 13 (Confidentiality), 15 (Disclaimer and limitation of liability), 16 (Release and indemnity), this clause and all other indemnities, releases, exclusions of liabilities and disclaimers.
Definitions
1. In these Terms of Use:

Business Day means a day on which banks are open for business in the State other than on a Saturday or Sunday or a public holiday.

Confidential Information means all information of a confidential or proprietary nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement, but excluding information which:

is or becomes a matter of public knowledge through no fault, action, or omission of the Recipient or its personnel;
is rightfully received by the Recipient from a third party without a duty of confidentiality;
was already known to the Recipient at the time the disclosing party first made it available to the Recipient, except as a result of disclosure known by the Recipient to be made in violation of an obligation of confidence; or
was independently developed by the Recipient without reference to the information of the disclosing party.

Without limitation, our Confidential Information includes all know-how, trade secrets, technical information, specifications, data, Intellectual Property Rights, marketing procedures, enablement procedures, documentation, pricing information, client and client records, as well as business, corporate, or trade information.

Enterprise Agreement means an enterprise agreement between you and us.

Fees means the fees we charge Users in relation to the use of the Platform and our provision of services, which are set out on the Platform and may be modified from time to time in accordance with these Terms of Use.

Insolvent in relation to a party, means when:

(a) a party ceases, suspends, or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;

(b) a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend the payment of all or a class of its debts;

(d) a party has a receiver, manager, administrator, administrative receiver, or similar officer appointed in respect of it or the whole or any part of its assets or business;

(e) any composition or arrangement is made with any one or more classes of a party’s creditors;

(f) except for the purpose of solvent amalgamation or reconstruction, an order, application, or resolution is made, proposed, or passed for a party’s winding up, dissolution, administration, or liquidation;

(g) a party enters into liquidation whether compulsorily or voluntarily; or

(h) any analogous or comparable event takes place in any jurisdiction in relation to a party.

Intellectual Property Rights mean all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these intellectual property rights include copyright and related rights, database rights, Confidential Information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs).

Permitted Use means ordinary business use for the purposes of viewing and editing your account details, purchasing credits for our services, submitting advertisements for our approval, reviewing certain details we provide about your advertisements and viewing your invoices and certain billing data, or as otherwise set out in your Enterprise Agreement.

Personal Information has the same meaning as in the Privacy Laws.

Price means the price for the sale of Products as advertised on the Platform.

Privacy Laws mean the Privacy Act 1988 (Cth).

Privacy Policy means our privacy policy available at uptime.media/privacy.

Support Services means access to a general helpdesk using an online chat function or by email during Business Days and hours via a ticket system to assist you in resolving technical issues or answering questions related to the Platform, or as otherwise set out in your Enterprise Agreement.

Update means any updates, modifications, changes or enhancements to the Platform, including the adding or removing of any features or functionality, improvements, bug fixes and patches.

Uploaded Content means any content or materials whatsoever (including but not limited to any Personal Information, information, data, text, graphics, photos, designs, trademarks, or any other artwork) that you upload or input to the Platform, that is generated by you using the Platform or you otherwise provide to us, including but not limited to any advertising content that you provide for the purpose of approval and/or publication by us.

User means any person whatsoever using, purchasing through or registering on the Platform.

Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.

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