TERMS AND CONDITIONS OF USE

Updated September 2026.

The following terms and conditions of use (“Terms”) apply to the access and use of the Platform, Services, and Additional Services (if any) (including all Content) (together, the “VenueSumo Services”) by you as the customer (“You”, “Your”) and VenueSumo Entity as the supplier (“We”, “Us”, “Our”). These Terms constitute a legally binding agreement between You and Us. These Terms and Your Software Subscription Agreement constitute the entire agreement between You and Us. By signing Your Software Subscription Agreement or clicking to accept or agree to these Terms where and if this option is made available to You when registering for or logging in to the Platform, You are accepting and agreeing to be bound by the terms contained in Your Software Subscription Agreement, these Terms and Our privacy policy. The terms in Your Software Subscription Agreement take precedence over these Terms, any document of Yours or included elsewhere. If You are agreeing to these Terms for use of the VenueSumo Services by an organisation, You are agreeing to these Terms on behalf of that organisation.

1. Eligibility

You represent and warrant to Us that Your access and use of the VenueSumo Services are wholly or predominantly for business purposes and not for personal, domestic or household use or consumption. You further represent and warrant that You have the power and authority to bind the company, organisation, association or agency on whose behalf You access and use the VenueSumo Services to these Terms, otherwise You MUST not use the VenueSumo Services.

2. Accessing the VenueSumo Services

Right to use

Subject to these Terms and for the duration of the relevant Subscription Plan, We grant You a non-exclusive, limited, revocable, non-assignable and non-sublicensable right to access and use the VenueSumo Services and the Documentation (as that term is defined below), for the sole purpose of enjoying the benefits of the VenueSumo Services as intended under these Terms. Except for the rights expressly granted to You under these Terms, no other licence, right, or interest in any Intellectual Property Rights in and to the VenueSumo Services and the Documentation, or any part of them is granted to You.

System Requirements

You must meet the minimum system specifications and requirements for accessing and using the VenueSumo Services as set out on the Platform (as amended or updated from time to time) or otherwise notified to You (“System Requirements”). You release and indemnify Us from and against any Claims arising directly or indirectly from You failing to meet the System Requirements.

Third Party Programs

The services available on the Platform may, from time to time, contain or be accompanied by or operate in accordance with other programs or platforms, including open source programs, which are governed by or the property of third parties (“Third Party Programs”). Any terms for the use of Third Party Programs will be provided with or accessible through the Platform or the Third Party Program. Third Party Programs may require You to agree to their terms and as such, by using the VenueSumo Services, You are taken to have accepted the terms for use of such Third Party Programs and agree and represent that You will continue to abide by the terms of the Third Party Programs for the duration of Your use of Our Platform.

Third Party Components

If You install or use any third party component or product on or in conjunction with the VenueSumo Services, including to integrate the Platform with any other application or software used by You (“Third Party Component”), You are solely responsible for such Third Party Components and release Us from any Claim arising in connection with the use of such Third Party Components.

If You use a Third Party Component in conjunction with the VenueSumo Services, You acknowledge that We may allow the providers of those Third Party Components to access such of the Data as required for the interoperation of such Third Party Components with the VenueSumo Services. We are not responsible for any disclosure, modification or deletion of the Data resulting from any such access by Third Party Component providers. At all times, We reserve the right to decide which Third Party Components are used and supported for integration with VenueSumo Services and may discontinue or disallow such use and support of these Third Party Components by providing to You 60 days email notification, unless agreed otherwise.

Documentation

The VenueSumo Services may be provided with a user manual or other explanatory documentation relating to the use of the VenueSumo Services in either printed or electronic form (“Documentation”). You must ensure that Your use of the VenueSumo Services complies with the Documentation. You may copy any Documentation only on the basis that the copies are used solely in connection with Your use of the VenueSumo Services and not for any other purpose, including for distribution to any third party.

Responsibility for own reliance

You acknowledge that you are solely responsible for:

determining whether or not You act on, or in accordance with, any of Our recommendations, reports, instructions, directions, advices or requests;
any reliance on, or acceptance of, any of Our recommendations, reports, instructions, directions, advices or requests;
forming or making Your own conclusions, decisions or determinations in relation to Our recommendations, reports, instructions, advices or requests; and
engaging separately at Your own cost any Third Party or specialist professionals that may be required.

Your responsibilities

You must:

promptly comply with Our reasonable directions in relation to the provision of the VenueSumo Services;
promptly provide all information, decisions, facilities and assistance We reasonably require to supply the VenueSumo Services;
comply with all laws and guidelines concerning Your use of the VenueSumo Services; and
comply with all applicable laws with respect to work health and safety (if applicable).

Unless otherwise permitted under these Terms, You must not use or permit any other person to use any of the VenueSumo Services or for any unauthorised purpose.

2A. Use of the VenueSumo API

2A.1 API access is separately ordered. Access to the API is not included in the VenueSumo Services unless and until an API Order Form has been agreed between You and Us. Access to the API is conditional on: (a) an API Order Form being in effect; (b) payment of any Fees specified in that API Order Form; and (c) Your continuing compliance with these Terms and the API Documentation. We may decline any request for API access, or for any particular scope, endpoint or environment, in Our absolute discretion.

2A.2 Licence grant. Subject to clause 2A.1 and for the duration of the relevant API Order Form, We grant You a non-exclusive, limited, revocable, non-transferable, non-assignable and non-sublicensable right to access and use the API and the API Documentation solely for the Permitted API Purpose. All rights not expressly granted are reserved by Us. No licence, right or interest in any Intellectual Property Rights in the API, the API Documentation or the Platform is granted to You except as expressly set out in this clause 2A.

2A.3 Permitted API Purpose. The “Permitted API Purpose” means the use of the API by You, or by an Approved Integrator on Your behalf, solely for Your own internal business purposes in operating the venues identified in Your Software Subscription Agreement, being:

retrieving Output Data for Your internal reporting, business intelligence, data warehousing and analytics purposes;
exchanging Output Data with third party applications and systems used by You in the operation of Your venues;
creating, reading, updating or cancelling records within Your own account, where the relevant endpoint and scope have been enabled for You; and
any additional purpose expressly stated in Your API Order Form.

2A.4 API Credentials. We will issue API Credentials to You following approval of Your request. You must: (a) keep all API Credentials confidential and treat them as Our Confidential Information; (b) maintain a separate set of API Credentials for each distinct application, environment or Integrator; (c) not embed API Credentials in any client-side application, mobile application, browser code, public repository or open source project; (d) rotate API Credentials at least every twelve (12) months and immediately on the departure or disengagement of any person or Integrator with knowledge of them; and (e) notify Us in writing within twenty-four (24) hours of becoming aware of any actual or suspected compromise, loss or unauthorised use of any API Credentials. You are responsible for all activity conducted using Your API Credentials, whether or not authorised by You.

2A.5 API Limits and fair use. Your use of the API must at all times comply with the API Limits. We may set, vary, apply and enforce API Limits in Our reasonable discretion, including differential limits by endpoint, environment, tier or customer. Current API Limits are published in the API Documentation and, where specified, in Your API Order Form. You must not, and must not permit any Integrator to, take any step designed to circumvent, avoid or exceed an API Limit, including by rotating credentials, distributing requests across accounts or IP addresses, or using multiple client identifiers for a single application. Where Your requirements exceed the applicable API Limits, You must obtain Our prior written consent, which We may withhold or condition on Your acceptance of additional terms or Fees.

2A.6 Integrators. You may authorise an Integrator to access the API on Your behalf only where: (a) You have notified Us of the identity of the Integrator in writing and We have approved it (an “Approved Integrator”); (b) the Integrator has entered into the VenueSumo API Terms of Use; and (c) You have a written agreement with the Integrator containing obligations at least as protective of Us as this clause 2A. You remain fully responsible and liable for all acts and omissions of every Integrator as if they were Your own, and an act or omission of an Integrator that would be a breach of these Terms if done by You is a breach of these Terms by You. We may withdraw approval of an Integrator on reasonable notice, or immediately where We reasonably consider the Integrator poses a security, availability, compliance or commercial risk.

2A.7 API restrictions. In addition to the restrictions in clause 4, You must not, and must not permit any User or Integrator to:

use the API, the API Documentation or any Output Data to build, support, benchmark against, or assist any third party to build or support, any product or service that competes with the VenueSumo Services;
resell, sublicense, distribute, rent, lease or otherwise make the API or Output Data available to any third party, or use the API on behalf of any third party, including in any time-sharing, outsourcing, bureau or managed service arrangement, except through an Approved Integrator acting for You;
access the API other than through the documented endpoints, using the authentication methods described in the API Documentation;
scrape, crawl, harvest or bulk-extract data from the Platform other than through the API and within the API Limits;
conduct any penetration test, vulnerability scan or load test against the API or the Platform without Our prior written consent;
misrepresent or mask the identity of the application, the Integrator or the origin of any API request, or forge or manipulate headers or identifiers; or
use the API in a manner that, in Our reasonable opinion, places excessive load on, or causes material congestion to, the Platform, or that degrades or is likely to degrade the availability or performance of the VenueSumo Services for other customers, or that is abnormal or excessive by comparison with the use made by Our other customers on a comparable Subscription Plan.

2A.8 Artificial intelligence and model training. You must not, and must not permit any User or Integrator to, use the API, the API Documentation or any Output Data to train, fine-tune, retrain, evaluate, benchmark or otherwise develop or improve any artificial intelligence or machine learning model, or to generate synthetic data derived from Output Data for any such purpose, without Our prior written consent. This clause does not restrict Your use of artificial intelligence tools to operate, analyse or support Your own business using Output Data, provided that (a) no Output Data is retained, used or disclosed by the provider of those tools for training purposes; and (b) Your use complies with clause 10 and all applicable data protection laws.

2A.9 Output Data and ownership. As between You and Us: (a) You retain all right, title and interest in Data, and nothing in this clause 2A grants Us any additional rights in Data beyond those in clauses 11 and 12; and (b) We retain all right, title and interest in VenueSumo Platform Data and in the API, the API Documentation and the Platform. We grant You a limited, revocable, non-exclusive, non-transferable licence to use VenueSumo Platform Data solely to the extent necessary for the Permitted API Purpose during the term of Your API Order Form. You must not use VenueSumo Platform Data for benchmarking or competitive analysis, for the benefit of any competitor of Ours, or to create datasets for sale, licensing or distribution to any third party.

2A.10 Personal information. Where Output Data includes personal information, You are the entity responsible for determining the purposes for which and the manner in which that personal information is processed once it leaves the Platform. You must ensure that: (a) Your collection notices, privacy policy and any consents obtained from Your customers extend to the disclosure of personal information to, and its use by, You and each Integrator; (b) each Integrator is bound by written obligations no less protective than those imposed on Us under clause 10; and (c) You do not use the API to extract personal information in a manner that exceeds what is reasonably necessary for the Permitted API Purpose. You indemnify Us against all Claims arising from any breach of this clause 2A.10.

2A.11 No availability commitment for the API. Notwithstanding clause 6 and any other provision of these Terms: (a) the availability, performance, replication, recovery point and backup commitments in clause 6 do not apply to the API; (b) the API is provided on an “as is” and “as available” basis; (c) We do not warrant that the API will be available, uninterrupted, error free, or that it will meet any particular latency, throughput or response-time standard; and (d) We are not liable for any Claim arising from the unavailability, degradation, latency, throttling, suspension, error, or change to or discontinuance of the API. No service level, service credit or availability commitment applies to the API unless expressly agreed in an API Order Form and identified as such.

2A.12 Versioning, deprecation and change. We may add to, modify, deprecate, discontinue or replace any part of the API, any endpoint, field or scope, and any version of the API, at any time. Where a change is a Breaking Change, We will give You not less than twelve (12) months’ written notice before the affected version is withdrawn, and will support the superseded version for that period. Where a change is not a Breaking Change, We will give You not less than ninety (90) days’ notice, or such shorter notice as is reasonable in the circumstances. We may make any change to the API immediately and without notice where reasonably necessary to address a security vulnerability, to comply with law, to respond to a change imposed by a third party provider, or to protect the integrity or availability of the Platform.

2A.13 Monitoring, throttling and suspension. We may monitor Your use of the API for security, capacity, billing and compliance purposes, and You must not interfere with that monitoring. Without limiting clause 16, We may immediately and without prior notice throttle, rate-limit, restrict the scope of, or suspend Your access to the API (in whole or in part) where We reasonably consider that Your use: (a) exceeds or circumvents the API Limits; (b) poses a risk to the security, integrity, availability or performance of the Platform or to other customers; (c) breaches clause 2A.7 or 2A.8; or (d) involves API Credentials that are or may be compromised. Action taken under this clause 2A.13 is not a suspension for the purposes of the notice and cure provisions in clause 16, and We are not liable to You for any such action. We will notify You as soon as reasonably practicable after taking action under this clause and will restore access promptly once the relevant risk has been addressed.

2A.14 Flow-down. Where Output Data is made available by You, or by an Integrator on Your behalf, to any third party, or where the API is used in connection with any website or application operated by You, You must ensure that the terms governing that website, application or disclosure: (a) prohibit reverse engineering, decompilation and any attempt to derive the source code of the Platform; (b) prevent any title in the Platform passing to any third party; (c) disclaim all express and implied warranties in respect of the Platform and the VenueSumo Services; (d) exclude Our liability for direct, indirect, incidental and consequential loss; and (e) name Us as an intended third party beneficiary entitled to enforce paragraphs (a) to (d).

2A.15 Effect of termination. On expiry or termination of an API Order Form or of these Terms for any reason: (a) all rights granted under this clause 2A cease immediately; (b) We may revoke all API Credentials; and (c) You must, and must procure that each Integrator must, within thirty (30) days, delete or destroy all VenueSumo Platform Data in its possession or control and certify that deletion in writing if We request it. For the avoidance of doubt, Your right under clause 11 to retrieve, export or migrate Data during the sixty (60) day period following termination is a right to use the export functionality of the Platform and does not of itself entitle You to continued API access. We may, in Our discretion and on such terms as We consider appropriate, permit API access to continue during that period.

2A.16 Fees. Fees for API access are as set out in Your API Order Form and may include a periodic access fee, an included volume allowance, charges for usage in excess of that allowance, charges for additional environments, endpoints or scopes, and charges for API support and integration assistance. Clauses 7 and 8 apply to those Fees. Where Your usage exceeds an included allowance, We may invoice the excess in arrears in accordance with Our then-current rate card.

2A.17 Indemnity. The releases and indemnities given by You in clauses 2, 4, 10, 11 and 13 extend to all Claims arising directly or indirectly from: (a) any use of the API by You, any User, any Integrator or any person using Your API Credentials; (b) any breach of this clause 2A; and (c) any act or omission of an Integrator. This clause 2A.17 survives termination.

3. Support, maintenance and enhancements

No obligation to provide

Unless otherwise expressly agreed in writing or referenced in these Terms, We will have no obligation to provide any of the following additional services:

migration, installation, support or maintenance services; or
updates, upgrades or new releases (each an “Enhancement”)

(the “Additional Services”), with respect to the VenueSumo Services.

If We do offer any such Additional Services, as a condition of so doing, You may be required to execute a separate services agreement with Us or Our affiliates (“Services Agreement”).

Internet and Enhancements

You acknowledge and agree that the Platform may incorporate code which automatically checks for Enhancements using Your Internet connection.

Maintenance

You acknowledge that We may carry out scheduled or unscheduled maintenance from time to time in order to provide the VenueSumo Services. We reserve the right to suspend access to the VenueSumo Services during any scheduled or unscheduled maintenance. We shall notify You via email or via our website at least 24 hours in advance of any scheduled maintenance that exceeds the time limit of 60 minutes and shall use our best efforts to do the same for any unscheduled maintenance, where it is possible.

Technical Support

We may provide technical support to You and Your Users at Your reasonable request. We will endeavour to respond to enquiries of support received through the contact methods below as soon as reasonably possible or as advertised on the Platform from time to time.

The contacts for all enquiries of support are:

built-in live-chat application on the Platform,
phone: Australia 1800 431 500; United States 844 705 2100; Global +61 3 4051 1110
e-mail: support@venuesumo.com
Call-back Critical support: Australia 1800 431 500; United States 844 705 2100; Global +61 3 4051 1110

All Subscription Plans include the above described technical support with the exception of the “Junior Sumo” Subscription Plan, which does not include any Call-back Critical support.

Defects and rectifications

You agree to report any Defect to Us as soon as reasonably practicable after becoming aware of any such Defect in respect of the VenueSumo Services.

We will evaluate Defects based on their impact to Our user base and will prioritise the rectification of such Defects at Our sole discretion. We will use reasonable endeavours to rectify any Defect that We consider a priority within a reasonable period of time after notification.

You acknowledge and agree that We are not required to make the VenueSumo Services function in a way that may be preferred by You or which is not a Defect included in the VenueSumo Services and that is used satisfactorily by other users of the VenueSumo Services.

Modifications

From time to time, and in Our sole discretion, We will have the right to suspend, add to, modify, maintain or remove any part of the VenueSumo Services (including in relation to any Subscription Plan) without liability under these Terms. If We do so, We will use reasonable endeavours to replace any part of the VenueSumo Services with an equivalent where practicable. You agree to accept such modification(s) (if any) as part of these Terms. We shall provide You with notice of any such suspension, addition, modification or removal of any part of the VenueSumo Services.

4. Using the VenueSumo Services

Subscription Plans and Additional Charges

We provide different Subscription Plans to support Your needs in accessing the VenueSumo Services. We may permit changing of Subscription Plans in accordance with these Terms subject to You agreeing to pay any relevant charges relating to such change and any increase or difference in Fees (which may be pro-rated depending on timing of change). If You vary Your current Subscription Plan in order to upgrade or downgrade to another Subscription Plan, the Fees paid in advance by You under Your current Subscription Plan will not be refunded to You. Your upgraded or downgraded Subscription Plan will take effect at the beginning of the next billing period.

Details of each Subscription Plan are provided on the Platform and may include:

Paid monthly subscription, including the below (as amended or replaced from time to time in Our sole discretion):

Junior Sumo – Entry Tier subscription;
Big Sumo – Regular subscription;
Enterprise – Enterprise subscription with custom terms.
Additional charges (as amended or replaced from time to time in Our sole discretion):
Additional venues.

Reference to the VenueSumo Services include the features of each Subscription Plan You subscribe to.

You may request for Us to add additional venues to Your Subscription Plan for an additional cost. Any amendment to Your Software Subscription Agreement for the purposes of adding additional venues will not be subject to clause 17, paragraph 4 “Variations”.

Waiver Management

VenueSumo Services has a waiver management feature which allows You to collect legal waivers from Your customers. You understand that any use of the waiver management feature is Your sole responsibility, and You shall seek independent legal advice on any waiver releases you use on the VenueSumo Services.

3rd Party Payment Processors

In order to use and access VenueSumo Services, We may require you to open and maintain a 3rd party payment processor provider, in order for You to process payments from Your customers. You agree to familiarise and comply with all such applicable terms of use with respect to these 3rd party payment processor providers. We will provide with a list of approved 3rd party payment processors which We support and VenueSumo is compatible with. We reserve the right to remove or replace any 3rd party processors from our approved list at any given time in our sole discretion.

Registration

The access to and use of the VenueSumo Services may require You to register with Us or open an account. To do so, You must complete the registration process in the manner described on the Platform. By registering with Us, You agree that all information (including Data) You provide is accurate and up to date and does not infringe any person’s rights. Your registration may be subject to Us specifically approving Your registration in the manner set out on the Platform or as otherwise determined by Us in Our absolute discretion. We may also, in Our discretion, impose additional due-diligence requirements after Your account has been opened in circumstances where We consider such requirements to be necessary, including in order to verify Your details or identity. You must also update Your details if any of them change. We reserve the right to periodically request additional and up-to-date documentation or details from You, in order to ensure that Your records are up to date.

Registration is non-transferable. You are responsible for all of the activities that occur under Your account, including the activities of any and all Users (as that term is defined in this clause 4). You should carefully choose Your Users, and must procure that Your Users carefully choose their, individual password and username. You must protect, and must procure Your Users protect, such passwords and usernames from unauthorised use. You must let Us immediately know of any unauthorised use of Your account or any other breach of security. We are not liable for, and You release and indemnify Us from and against any Claims arising directly or indirectly if someone else, other than You or Your Users, uses Your account.

Limited access to Users

You must limit access to the VenueSumo Services to Your Personnel, and other persons that have been authorised by You to access and use the VenueSumo Services on Your behalf, in accordance with the applicable Subscription Plan (“User”). You must use all reasonable efforts to prevent unauthorised access to or use of the VenueSumo Services by any person who is not a User and must promptly notify Us if You discover any such unauthorised access or use.

You must ensure all Users who access and use the VenueSumo Services are made aware of and comply with these Terms as if they were You. We may at any time require You to ensure that any and all Users accept a separate agreement (such as an online “click-wrap” agreement) with Us, which substantially gives effect to these Terms, prior to the User accessing or using the VenueSumo Services.

Restrictions on use of the VenueSumo Services

You and Your Personnel must not, and must not cause, permit or assist any User or any other third party directly or indirectly, to:

copy, record, replicate, translate, reverse engineer, decompile, disassemble the VenueSumo Services (or any part of the VenueSumo Services); or
otherwise attempt to determine the source code, object code, ideas or algorithms of or included in any computer program or software forming part of, or that is used in connection with, the VenueSumo Services.

You and Your Personnel must not, and must not permit any User or any other third party, to:

use the VenueSumo Services for any unlawful purposes or other purpose that We reasonably determine is inappropriate or unintended;
infringe any laws, third party rights or Our policies, procedures or guidelines (including Our privacy policy);
circumvent or manipulate the fee structure, billing process, or Fees owed to Us;
post, upload or provide false, misleading, inaccurate, defamatory or offensive content or information on the VenueSumo Services or to Us;
take any action which causes or may cause the provision of the VenueSumo Services to other users to be interrupted or degraded;
use the VenueSumo Services in connection with any commercial endeavours except for those that have been specifically permitted under these Terms or approved by Us;
upload or download, copy, modify or distribute files that contain software or other material protected by Intellectual Property Rights (or by rights of confidentiality or privacy, where applicable) unless You own or control such Intellectual Property Rights or have received all necessary consents;
remove any copyright notices, titles, trademarks, logos, trademark notices or any other proprietary marks on, or that are part of, the VenueSumo Services; or
alter, merge, modify, adapt or enhance the VenueSumo Services (unless and to the extent this is enabled on the Platform or that We have expressly agreed in writing).

We may remove from, or refuse to display on, the Platform anything that We think is inappropriate or in breach of these Terms in Our absolute discretion. You indemnify Us from any Claims that arise out of any action We may take in accordance with this paragraph.

Except to the extent expressly permitted under these Terms, You must not, nor permit others to, lend, sell, rent, lease, license, commercialise, publish or otherwise create any Security Interest in the VenueSumo Services (or any part of the VenueSumo Services).

Compliance with applicable laws

You are responsible for ensuring that Your and all Users’ use of the VenueSumo Services complies with all applicable laws and regulations, and You must not use, or allow any User to use, the VenueSumo Services for any illegal purpose.

5. Your warranties and responsibilities

Without limiting anything else in these Terms, You acknowledge and agree that You:

will cooperate with Us, including by making available information and Personnel as reasonably required by Us, so that We can provide access to and enable use of the VenueSumo Services;
are responsible for all networks, systems, Internet services, telecommunications and any other facilities (including any associated fees and charges) used or required for You (and any User) to access and use the VenueSumo Services; and
are responsible for backing up any data (including Data) You may have on any computer or storage device which is to be the subject of, or otherwise used in the performance of, the VenueSumo Services or any other services provided by Us.

6. Security and integrity

While We endeavour to adhere to best practice policies and procedures to prevent data loss, We do not guarantee that there will be no loss of data and We expressly exclude liability for any loss of data unless caused by Our negligence, fraud, dishonesty or wilful misconduct.

VenueSumo maintains a highly available, real-time replicated database architecture, with data synchronously or near-synchronously replicated across multiple geographically distributed availability zones/nodes to minimize the risk of data loss. This replication provides effectively instantaneous recovery point objectives (RPO near zero) for most scenarios. In addition, we perform regular [hourly] snapshot backups as an additional layer of protection.

VenueSumo will use commercially reasonable efforts to maintain the integrity and availability of Customer Data in accordance with industry standards. If Customer Data becomes inaccessible or corrupted due to a failure in VenueSumo’s systems (excluding Customer-caused issues, force majeure, or third-party attacks beyond our reasonable control), we will promptly investigate and, where technically feasible, restore the affected data from replication or the most recent viable backup/snapshot at no additional charge to you.

You must not violate the security of the VenueSumo Services in any way. We may suspend or terminate Your rights under these Terms and Your access to the VenueSumo Services if We suspect any security violation in accordance with clause 16.

We may also inform any law enforcement body of any suspected unauthorised or criminal activity. Examples of security violations include:

attempting to gain unauthorised access to any part of the VenueSumo Services, servers or system infrastructure You were not intended to have access to;
using or attempting to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the VenueSumo Services for any purpose, including use on third party websites;
attempting to probe, scan, or test the vulnerability of the VenueSumo Services or any associated system or network, or breaching security or authentication measures without proper authorisation;
interfering with or otherwise circumventing mechanisms in the VenueSumo Services intended to limit Your use;
using the VenueSumo Services in a way that was not intended by Us;
interfering with or disrupting (or attempting to interfere or disrupt) any servers or networks connected to the VenueSumo Services; or
sending to or storing on the Platform any harmful code (including, for example, any computer virus, trojan, worm or other code that is harmful or disabling or which assists in or enables unauthorised access to or corruption of data).

7. Payment

Access to, and use of, the VenueSumo Services or any part or feature of the VenueSumo Services, will be subject to payment of certain Fees by You.

You must pay the Fees in advance and at the rate and in the manner specified for Your Subscription, on the Platform or in Your Software Subscription Agreement, or as otherwise notified to You by Us. Different rates may apply to different Subscription Plans. You also agree to reimburse Us or any of Our affiliates for any additional expenses or charges as notified to You, including charges for changing Subscription Plans, initial set up costs, or adding additional Users to Your Subscription Plan (if and as relevant). You must pay the expenses or charges (if any), without set-off or deduction, within the timeframe set out on Our or Our affiliates’ invoice.

You acknowledge that the continued availability of any part or feature of the VenueSumo Services may be conditional upon continued payment of the Fees. You also acknowledge and agree that We may change the Fees at any time, subject to the terms relevant to the variation of these Terms contained in clause 17. We will use our best endeavours to notify You of any changes to the Fees before they come into effect. In addition to Your rights contained in clause 17 with respect to the variation of these Terms, if You do not accept the Fees or any changes to the Fees, You must not access or use the VenueSumo Services or any part of the VenueSumo Services and may terminate these Terms in accordance with clause 16.

Fees are exclusive of any goods and services tax, value added tax, sales tax, use tax, withholding tax or similar indirect taxes imposed in any jurisdiction (‘Taxes’). You agree to pay any such Taxes in addition to the Fees.

8. Refunds

To the maximum extent permitted by applicable law, and except as expressly provided otherwise in these Terms, We are not obligated to provide refunds of any Fees paid by You, however We may offer a refund where We determine that extenuating circumstances apply.

9. Confidential Information

Any information that has been identified as being proprietary or confidential or that by the nature of the circumstances surrounding disclosure of such information ought to be treated as proprietary or confidential (“Confidential Information”) disclosed or otherwise made known to any person under these Terms must only be used to enjoy the rights and carry out the obligations granted or required under these Terms.

You must take all reasonable measures to protect the secrecy of and avoid unauthorised disclosure or use of any of Our Confidential Information. You agree to immediately notify Us in writing of any unauthorised disclosure, misuse or misappropriation of such Confidential Information. You will ensure that Your Personnel will comply with such confidentiality obligation as if they were You.

If You become legally obligated to disclose any of Our Confidential Information to any judicial, governmental or regulatory entity with jurisdiction over You, You will give Us prompt written notice sufficient to allow Us to seek a protective order or other appropriate remedy. You will disclose only such information as is required by the judicial, governmental or regulatory entity and will use Your best efforts to obtain confidential treatment for any Confidential Information that is so disclosed.

All Our Confidential Information will remain the exclusive property of Us, and You will have no rights, by license or otherwise, to use Our Confidential Information except as expressly provided in these Terms. You will promptly return or destroy all tangible material embodying Our Confidential Information (in any form and including all summaries, copies and excerpts of Our Confidential Information) on Our written request or if We terminate Your rights under these Terms and Your access to the VenueSumo Services.

You acknowledge that the VenueSumo Services contain Our (and where applicable, Our licensors’) valuable Confidential Information and other proprietary information. You agree that any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of such Confidential Information and other proprietary information, or any actual or threatened breach of these Terms, may cause Us immediate, irreparable harm for which monetary damages alone would be an inadequate remedy and that, to the extent permitted by law, We are entitled to seek any alternate relief (including injunctive or equitable relief) in relation to any such actual or threatened breach.

We will not disclose Your Confidential Information to any third party without Your prior written consent except if We become legally obligated to so disclose. We will take all reasonable measures to avoid unauthorised disclosure or use of Your Confidential Information and will notify You of any such disclosures.

For the purposes of this clause 9, Our Confidential Information includes without limitation any of Our or Our affiliates’ (as relevant) proprietary materials, trade secrets, technical data and Intellectual Property Rights (including with respect to the VenueSumo Services and the Documentation).

10. Privacy

When You use the VenueSumo Services, You may send personal information (as that term is defined in the Privacy Act 1988 (Cth)) to Us. We will use, store and handle this personal information in accordance with applicable data protection laws. Our privacy policy which is accessible at https://venuesumo.com/privacy-policy/. Our privacy policy applies to You and Your use of the VenueSumo Services at all times.

We will not provide Your or any of Your User’s personal information to any third parties without Your or Your respectiveUser’s explicit consent, unless We are required to by applicable law. We may use Your or any of Your User’s personal information only as described in Our privacy policy. You can access and modify any of Your or Your Users’ information under Your account.

You authorise Us to conduct credit checks and risk assessments through third parties and allow us to make enquiries to verify Your identity and information You have provided to Us is accurate, complete, not misleading, or deceptive. We reserve the right to decline to You access to VenueSumo Services and terminate these Terms in the event You have any adverse credit history or ratings as a result of Our checks.

Where You provide any personal information of third parties to Us or through the Platform, You represent to Us that You have obtained all of the necessary and required consents from such persons (including any parent or guardian consents where appropriate) before You provide such personal information to Us or through the Platform. You acknowledge and agree that We rely on your representation above in operating the Platform and providing the VenueSumo Services to You and indemnify Us against all third-party claims and losses or damages with respect to any breach of this representation.

11. Your Data

Uploading Data to the Platform

If You upload or enter Data to the Platform, any processing of such Data will be in accordance with these Terms and applicable law. All rights, title and interest in and to the Data belong to You or third persons (including Users or Your licensors) whether posted or uploaded by You or made available on the VenueSumo Services by Us. By uploading Data to the Platform, You authorise Us to process that Data and generate other data and information from that Data in accordance with these Terms, and represent that Our processing of such Data in accordance with these Terms does not contravene any applicable laws particularly those with respect to personal data, financial data, or sensitive data.

You are responsible for ensuring that any Data you post, upload or display on or through the Platform:

does not violate any of these Terms, Our rights, the rights of other users or third parties;
is not harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful;
is accurate, complete and up-to-date;
is not misleading or deceptive;
does not contravene any applicable laws or infringe any Intellectual Property Rights of third parties, including the rights of confidentiality or privacy;
does not contravene any applicable laws, particularly those with respect to personal data, financial data, or sensitive data; and
You or Your Users have the necessary rights, and have obtained all necessary consents from relevant persons, to enter the Data and use the Data, including to insert it into the Platform and process it under Your account and to allow Us the right to use and hold or store that Data subject to these Terms and Our privacy policy. You MUST notify Us immediately in writing if any consents from such relevant persons are withdrawn.

Exporting Data and Data Purging

You may export Data from the VenueSumo Services on demand to a third party platform in a format that We support, such as csv.

Upon termination or expiry of this Agreement (for any reason), you will have a period of sixty (60) days from the effective date of termination to access the Services solely for the purpose of retrieving, exporting, or migrating all Customer Data. VenueSumo will provide reasonable assistance with such data migration if requested by you (including guidance on export formats and processes), at no additional charge for standard assistance or, for substantial/extraordinary assistance, at our then-current professional services rates. After the expiry of the 60-day period, VenueSumo may delete or otherwise dispose of Customer Data in accordance with our data retention policies, subject to any legal obligations to retain it.

No liability

You understand that all use of Data is Your sole responsibility and We are not responsible for any Data that is uploaded, entered, transmitted, or otherwise made available on or through the VenueSumo Services, as well as for any reasonable actions taken by Us based on or as a result of such Data.

You acknowledge and agree that any Claim made in respect of ownership of, title to, or use of Data by any third party is Your sole responsibility and We will not be liable for any such Claim. You agree to indemnify Us from any such Claims arising in relation to Data under this clause 11.

12. Intellectual Property Rights

Our Intellectual Property Rights

The VenueSumo Services and the Documentation, (including all Intellectual Property Rights in and to VenueSumo Services and the Documentation) are owned by, and remain with, Us (or Our third party licensors as the case may be) and, other than as expressly set out in these Terms, You do not have any rights or licence to use any or part of the VenueSumo Services, and the Documentation, nor to copy, reproduce or provide to any third party in any medium or manner without Our prior written consent. All rights not expressly granted under these Terms are reserved by Us.

New products

You acknowledge that:

We may develop and market new or different software applications, enhancements, modifications or adaptations that may use or contain portions of the VenueSumo Services (or any associated source code), which may have some or all of the functionality of the VenueSumo Services; and
nothing in these Terms automatically affords You any rights in relation to such applications, enhancements, modifications or adaptations, unless these form part of Your Subscription Plan.

Your Data and Intellectual Property Rights

You (or Your licensors, as applicable) will continue to own any and all Intellectual Property Rights in the Data. However, You agree to grant Us a perpetual, non-exclusive, assignable, worldwide and royalty free licence (with a right to sub-license) to use, store, reproduce, adapt, communicate, publish, display and distribute the Data in connection with Your access and use of the VenueSumo Services under these Terms upon receiving Your consent.

You acknowledge and agree that We may use the Data (including all Intellectual Property Rights in the Data) in the marketing and promotion of the VenueSumo Services, provided that:

such use is in compliance with Your branding guidelines as provided to Us from time to time;
We will not modify or adapt Your name, logo or trademarks in any way without Your prior written consent (other than by way of reduction or enlargement in size in compliance with Your branding guidelines);
We will provide You with samples of all advertising, literature, brochures, and other material prior to actual use or publication; and
We will not distribute any advertising, literature, brochures or other material without Your prior written approval.

You represent and warrant to Us that You are authorised to grant the rights and licence, as described in this clause, to Us.

Aggregated Data

You acknowledge that We may de-identify results, data, trends, and other information generated with respect to the VenueSumo Services or aggregate it in such a way that it cannot be used to identify You or any of Your Users or any individual (“Aggregated Data”). We may disclose Aggregated Data for any purpose We see fit, including to advertisers and other third parties for commercial, marketing, research, and promotional purposes. We will not re-identify, or permit the re-identification of, any Aggregated Data.

To the extent the Aggregated Data contains any Data, You grant to Us a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable licence (including the right to sublicense) to such Data for the purposes of Us using, adapting, storing, communicating, commercialising and otherwise exploiting the Aggregated Data as we see fit.

13. Reliance on the VenueSumo Services

Our responsibilities

We represent and warrant that:

We will provide the VenueSumo Services with reasonable care and skill and in compliance with applicable laws;
We are able to lawfully grant the rights expressly set out in these Terms; and
the VenueSumo Services will not infringe the Intellectual Property Rights of any person.

Reliance on Generated Information

You acknowledge and agree that the VenueSumo Services and any data, information, results, outputs, reports, forecasts, predictions, projections and/or recommendations generated or produced or made accessible in using the VenueSumo Services (“Generated Information”), may be subject to or dependent on third party source materials, data or other variables and factors that are unforeseeable or otherwise outside of Our control (including the reliability and the accuracy of any Data, Content, or any third party data or content that has been collected by Us).

The Generated Information is provided for information purposes only and is not definitive professional, compliance or legal advice. You agree that the Generated Information is intended:

as a supplement to aid, but not replace, specialist human judgement; and
to be evaluated in conjunction with such other tools and information that a human specialist would use or account for in making decisions on matters relating to the Generated Information.

You are solely responsible for ensuring that appropriate measures and processes are in place to verify Generated Information before any decision or action is taken on the basis of such Generated Information. All reliance on the Generated Information is at Your own risk and You release Us from any Claims arising directly or indirectly from Your reliance on the Generated Information.

No warranty

You acknowledge and agree that:

the VenueSumo Services are provided “as is” and “as available”;
We exclude, to the maximum extent permitted by law, all warranties, conditions, claims and representations with respect to the VenueSumo Services, except to the extent expressly set out in these Terms;
We do not warrant:

against interference with Your enjoyment of the VenueSumo Services;
that the functions contained in or services performed or provided by the VenueSumo Services will meet Your requirements or will be fit for a particular purpose;
that the operation of the VenueSumo Services will be uninterrupted or error free;
without limiting clause 4, that the VenueSumo Services will be free from viruses or anything else that has contaminating or destructive properties including where such results in loss of or corruption to any data (including Data) or information; or
subject to clause 3, that any defects in the VenueSumo Services will be detected or corrected; and
without limiting the above, We do not represent, warrant or undertake that any Content that may be inaccurate or incomplete will be detected or corrected for, or that any Generated Information that may be inaccurate or incomplete will be accurate or reliable.

Release and indemnity

Subject to Our responsibilities listed in this clause 13, and without limiting any other indemnities specified elsewhere in these Terms, You release and indemnify Us and Our Personnel from and against any and all Claims that arise directly or indirectly as a result of:

You or Your Users accessing or using the VenueSumo Services;
any activity which You or Your Users engage in with or through the VenueSumo Services;
any breach of these Terms by You or Your Users, including specifically any breaches of representations and obligations under clauses 10 and 11;
any breach of any rights of a third party by You or Your Users;
any breach of any applicable law by You or Your Users; or
any Claims made against Us by any third party due to or arising out of Your or any of Your User’s breach of these Terms, or Your or any of Your User’s infringement of any law or the rights of a third party in the course of using the VenueSumo Services.

We release and indemnify You and Your Personnel from and against any and all Claims that arise directly or indirectly as a result of Our negligence, fraud, dishonesty or wilful misconduct.

14. Exclusion and limitation of liability

No advice

No part of the VenueSumo Services or any information contained in Your account is intended to constitute advice by Us. We are not liable or responsible for any reliance placed on the VenueSumo Services or any information contained in Your account. Where You take action, or omit to act, make any decision, or enter into any agreement with any other person, as a result of Your use of the VenueSumo Services, You acknowledge and agree that You do so having independently made all such investigations and taken all such professional advice as may be necessary to enable You to make an informed and independent decision.

Exclusion of liability

To the maximum extent permitted by applicable law, We exclude all liability (whether in contract, tort or otherwise) for any Claims (including any and all Consequential Loss) arising out of or in connection with these Terms or the VenueSumo Services however caused, even if We or Our Personnel knew of the possibility of such Claims or it was otherwise foreseeable.

Limitation of liability

If any exclusion or limitation of any liability or warranty contained in these Terms, is ineffective, or if a condition, warranty or term is implied in relation to these Terms or the VenueSumo Services, to the maximum extent permitted by law, Our liability will be limited, at Our election, to the resupply of any services performed or provided by the VenueSumo Services or the payment of the cost of having such services resupplied.

Total liability

Notwithstanding any other provision of these Terms, to the maximum extent permitted by applicable law, in no event will Our liability or that of Our Personnel’s under or in connection with these Terms exceed the aggregate of Fees You have paid to Us for the preceding 12 months.

15. Force majeure

Neither We nor You will be responsible for failure or delay of performance of these Terms if the failure or delay is caused by an event outside Our or Your reasonable control. We will use and You must use reasonable efforts to mitigate the effect of a force majeure event.

16. Termination and suspension

Suspension

We may, at Our discretion, suspend Your access to the VenueSumo Services (or any part thereof) or otherwise suspend Your rights under these Terms if:

(a) You commit a material breach of these Terms and where the breach is capable of remedy fail to remedy it within 15 business days (or such longer period as We may reasonably agree) after receiving Our prior written notice specifying the breach and requiring remedy; or

(b) We reasonably suspect fraud, unlawful conduct, or any use that poses an immediate material risk to the security, integrity, or availability of the VenueSumo Services, other customers, or Our systems (in which case suspension may occur immediately or on shorter notice as reasonably required).

We will act reasonably in exercising any suspension rights and, where practicable (and unless immediate action is required under (b) above), will provide advance written notice and an opportunity to address the issue before suspension takes effect. You acknowledge and agree that We are not liable or responsible to You for any suspension made in accordance with this clause.

Termination by You

You agree that Your subscription to the VenueSumo Services will automatically renew at such intervals as applicable to Your Subscription Plan or specified in Your Software Subscription Agreement unless You terminate Your Subscription Plan in accordance with this paragraph prior to the relevant renewal date. You may terminate Your Subscription Plan by providing at least 30 days written notice to Us prior to the renewal date, or by other means specified by Us, You may terminate Your access to all or part of the VenueSumo Services, including by way of terminating Your then current Subscription Plan in order to subscribe for or upgrade to another Subscription Plan. We will provide you notice reminding you of the renewal period prior to the end of any Subscription Plan renewal dates.

Termination for cause

Without prejudice to any other rights We may have at law, We may terminate Your rights under these Terms and Your access to all or part of the VenueSumo Services immediately by notice in writing if:

You are in breach of these Terms and such breach is not:

remedied within 45 days of receiving written notice of the breach from Us; or
capable of being remedied;

You become, threaten or resolve to become or are in jeopardy of becoming subject to any form of insolvency administration;
You cease or threaten to cease conducting Your business in the normal manner; or
You have any adverse credit history or rating as a result of Our authorised credit checks in accordance with clause 10.

Effect of termination

Subject to the below, upon termination of Your rights under these Terms and Your access to all or part of the VenueSumo Services for any reason, You must (and must ensure that all Users) immediately cease all access to and use of the VenueSumo Services. Termination will not affect any accrued rights or liabilities that You may have at the effective date of termination.

Your subscription will continue until the end of Your then current Subscription Plan and any Fees paid in advance by You will not be refunded to You but will be applied to Your subscription in accordance with the terms of Your Subscription Plan. If You have terminated Your then current Subscription Plan in order to subscribe for or upgrade to another Subscription Plan, the Fees paid in advance by You under Your terminated Subscription Plan will be refunded to You on a pro-rated basis. In addition, We may, at Our sole discretion, negotiate an exit period in excess of Your remaining subscription during which Your rights under these Terms and Your access to all or part of the VenueSumo Services will continue to allow You to retrieve any Data.

Survival

Each provision of these Terms which by its nature is intended to survive termination will so survive.

17. General

Relationship

We are a contractor independent of Your control and nothing in these Terms gives rise to any fiduciary, agency, trust, employment or other relationship recognised at law or in equity as giving rise to forms of specific rights and obligations.

Notices

Any notice in relation to these Terms must be in English and in writing.

Notice is deemed to have been received:

if delivered personally, when left at the person’s address;
if sent nationally by mail, 3 business days after it is posted;
if sent internationally by mail, 5 business days after it is posted; and
if sent by facsimile or email, at the time and date it was successfully sent without the sender subsequently receiving a delivery failure notice.

Notices to Us must be emailed to info@venuesumo.com.

For the purposes of this clause, a “business day” means any day that is not a Saturday, Sunday or public holiday.

Entire agreement

These Terms (together with any Services Agreement) constitutes the entire understanding between You and Us as to its subject matter and supersedes all prior agreements, understandings and communications, whether written or oral, in relation to such subject matter. In accepting these Terms, You have not relied on any warranty, representation or statement, whether oral or written, made by Us or any of Our Personnel relating to or in connection with the subject matter of these Terms.

Variations

We reserve the right to amend these Terms from time to time. We may amend these Terms by publishing an updated, amended or revised version on the Platform or by providing it to You by email (each defined as “Amended Terms”). Unless otherwise specified in these Terms, You will have 30 days to decide whether You accept or do not accept any Amended Terms (“Acceptance Period”). If You do not accept the relevant Amended Terms, You will have the right to terminate Your rights under these Terms during the relevant Acceptance Period at no additional cost to You, unless otherwise stated. Your continued use of the VenueSumo Services after the relevant Acceptance Period has lapsed will be deemed acceptance of the relevant Amended Terms.

Exclusion of implied terms

To the extent permitted by law, and except as expressly provided in these Terms, all terms, conditions and warranties that would otherwise be implied by law regarding these Terms or the VenueSumo Services are excluded.

Severability

If any provision of these Terms is void, invalid or unenforceable for any reason, that provision must be read down to the extent necessary to be valid. If the provision cannot be read down, it must be severed from these Terms and does not affect the validity, operation or enforceability of any other provision of these Terms.

Waivers

A failure or delay to exercise a power or right under these Terms does not operate as a waiver of that power or right.

Subcontract

You agree that Wemay subcontract to any person to perform all or part of Ourobligations under these Terms without seeking Your consent or approval.

Assignment

You may assign Your rights or obligations under these Terms to any third party with Our prior written consent.

We may assign these Terms in their entirety without Your consent to Our affiliate or as part of a merger, acquisition, corporate reorganisation, or sale of all or substantially all Our assets.

Rights cumulative

Except as expressly stated otherwise in these Terms, Our rights under these Terms are cumulative and are in addition to any other rights We may have under law or equity.

Governing Law

The VenueSumo Territory that is specified in the Software Subscription Agreement will determine each of the applicable VenueSumo Entity, Governing Law and Location of Courts under these Terms. Specifically, the parties agree that the applicable VenueSumo Entity, Governing Law and Location of Courts for the relevant VenueSumo Territory is the VenueSumo Entity, Governing Law and Location of Courts that appears on the same row as the relevant VenueSumo Territory as set out in the table below, and that the provisions regarding conflicts of laws will not apply, and that they further submit to the exclusive jurisdiction of the courts of the relevant Location of Courts.

For example, if the VenueSumo Territory specified in the Software Subscription Agreement is “United States and Canada”, then the VenueSumo Entity will be VenueSumo US, LLC, the Governing Law will be the laws of United States, and any dispute will be resolved by binding arbitration in accordance with clause 17.

Binding Arbitration and Class Action Waiver for U.S. customers

The parties agree that, where You are resident of the United States of America, then any dispute shall be finally and exclusively resolved by binding arbitration under the U.S. Federal Arbitration Act (“FAA”). Except for claims eligible for small claims court or applications for injunctive or other provisional relief, the parties waive any right to litigate in court or to a jury trial. The arbitration shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) under its then-current rules (including expedited or streamlined procedures where applicable) before a single neutral arbitrator. The arbitrator’s decision will be final, subject only to limited rights of appeal under the FAA, and judgment may be entered in any court of competent jurisdiction. Fees shall be allocated in accordance with JAMS rules. The arbitration may be conducted in person, by documents, telephone, or online, and if in person shall take place in the county where You reside. The parties shall cooperate in good faith to exchange relevant non-privileged information. Nothing in this clause prevents VenueSumo Entity from seeking injunctive relief to protect its proprietary interests.

You agree that any arbitration or proceeding must be brought on an individual basis only. To the maximum extent permitted by applicable law, disputes may not be joined with other proceedings, brought as a class or collective action, or asserted in any representative capacity.

Rules of interpretation

In these Terms, unless the context otherwise requires:

headings do not affect interpretation;
singular includes plural and plural includes singular;
“including”, or similar words, does not limit what else might be included;
where a word or phrase is defined in these Terms, each of its other grammatical forms will have a corresponding meaning;
reference to a person includes a corporation, joint venture, association, government body, firm, and any other entity;
reference to a party includes that party’s personal representatives, successors and permitted assigns; and
reference to a thing includes a part of that thing.

Definitions

In these Terms, capitalised terms have the following meaning, unless defined elsewhere or the context requires otherwise:

Acceptance Period has the meaning given to that term in the fourth paragraph of clause 17.
Additional Services has the meaning given to that term in the first paragraph of clause 3.
Aggregated Data has the meaning given to that term in the fourth paragraph of clause 12.
Amended Terms has the meaning given to that term in the fourth paragraph of clause 17.
Claim includes any:
1. claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, or award whether based in contract, civil, common law, tort (including negligence) or statute and whether involving a party to these Terms, a third party or otherwise; and
2. loss, cost, damage, expense or liability arising directly or indirectly from any claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, or award referred to in paragraph (i) of this definition.
Confidential Information has the meaning given to that term in clause 9.
Consequential Loss means any consequential or indirect loss suffered or incurred under or in connection with these Terms (whether arising in contract or tort (including negligence), under an indemnity or otherwise) including loss of anticipated savings,loss of income, loss of profits, loss of goodwill, loss of contract, loss of business, loss of reputation, loss of use, partial or total loss or corruption of data, any form of business interruption, increased cost of working, and loss suffered as a result of claims by any third party.
Content means any and all data and information available through or contained on the Platform or Services, including articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.
Data means any and all files and any other data and information, including personal information (as that term is defined in the Privacy Act 1988 (Cth)), which is posted, uploaded to, or inserted into the Platform by You or on Your behalf.
Defect means an unintended behaviour of the Platform that detrimentally impacts its use.
Documentation has the meaning given to that term in the fifth paragraph of clause 2.
Enhancement has the meaning given to that term in the first paragraph of clause 3.
Fees means the fees and other amounts charged by Us in relation to Your use of the VenueSumo Services as set out in Your Software Subscription Agreement as may be varied in accordance with these Terms.
Generated Information has the meaning given to that term in the second paragraph of clause 13.
Intellectual Property Rights includes any and all registered or unregistered rights in, including rights to apply for registration, renewal or extension in, any copyrights, patents, inventions, discoveries, trade secrets, processes, methodologies, know-how, specifications, computer programs or software, source or object codes, trademarks, logos, designs, confidential information, or any rights of a similar nature under the laws of Australia or anywhere else in the world.
Personnel means a party’s affiliates, officers, directors, employees, agents and independent contractors and their affiliates.
Platform meansthe web-based software platform known as VenueSumo and any associated applications (including mobile applications) and Websites designated by Us to form part of that platform through which the Services are provided by Us, together with any modifications, developments, enhancements or improvements from time to time.
Security Interest means a security interest that is subject to the Personal Property Securities Act 2009 (Cth) or any other mortgage, pledge, lien, charge or other arrangement of any kind which in substance secures the payment of money or the performance of an obligation, or that gives a creditor priority over unsecured creditors.
Services means venue and bookings booking, event management, waiver management, payment processing, reporting as released and made available on or through the Platform from time to time.
Services Agreement has the meaning given to that term in the first paragraph of clause 3.
Software Subscription Agreement means the software subscription agreement or similar titled document We provide to You in relation to the VenueSumo Services.
Subscription Plan meansa paid subscription as defined under clause 4 that includes such features and functionalities (including any Services) that are designated for that subscription on the Platform and/or under these Terms.
System Requirements has the meaning given to that termin the second paragraph of clause 2.
Taxes has the meaning given to that term in clause 7.
Third Party Component has the meaning given to that termin the fourth paragraph of clause 2.
Third Party Programs has the meaning given to that termin the third paragraph of clause 2.
User has the meaning given to that term in the third paragraph of clause 4.
VenueSumo Entity means the relevant VenueSumo Entity identified in the table in clause 17 by reference to the VenueSumo Territory specified in the Software Subscription Agreement.
VenueSumo Services has the meaning given to that term in the opening paragraph of these Terms.
Websites means the website www.venuesumo.com and any subdomains associated with it from time to time.

2A. Use of the VenueSumo API

New products

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