Zeemo Terms of Service
V1.0 - Last updated 30 September 2022
Welcome to Zeemo! Zeemo is owned and operated by ZeemoChat Pty Ltd Pty Ltd ACN 654 994 493 of 4 Columbia Court, Baulkham Hills NSW 2153 Australia (we, us, our). Please feel free to contact us at any time by email to [ [email protected] ].
Please read these Zeemo Terms of Service (Terms of Service) carefully. They apply to any person who accesses Zeemo, including you if you are a Customer or Expert.
If you register an account on Zeemo on behalf of a company or other entity, then you represent and warrant that you have the full power and authority to, and hereby, bind such entity to these Terms of Service and you agree that any reference in these Terms of Service to 'you' shall mean such entity and its Personnel.
If you are an End User under the age of 18, you will need a parent or legal guardian to explain these Terms of Service to you and to agree to these Terms of Service on your behalf.
Okay, let's get started...
1.1. The Zeemo solution comprises of the Zeemo Platform and Services.
1.2. Zeemo brings together Customers and Experts from around the world via functionality that enables Customers to identify Experts relevant to their requirements, and to arrange and attend ZeemoChat Meetings with them. The Zeemo Platform gives Experts the opportunity to leverage their knowledge, experience and expertise in a manner that allows them to get paid for attending ZeemoChat Meetings with Customers who book ZeemoChat Meetings with them via the Zeemo Platform.
1.3. Zeemo is available via:
(a) The website at https://www.zee-mo.com;
(b) the Zeemo apps available in the Google Play Store and Apple App Store (the Apps).
1.4. We are not Experts and do not provide Consulting Services.
1.5. Zeemo provides each Expert with functionality that enables them to set up and maintain an Expert Profile on the Platform, including information about their current role, industry, skills, professional background, education, experience, their applicable Hourly Rate for participating in ZeemoChat Meetings with Customers and their availability to attend ZeemoChat Meetings. The Platform includes functionality that enables each Expert to receive payment for attending ZeemoChat Meetings with Customers.
1.6. The Platform provides each Customer with functionality that enables them to review the Expert Profiles of Experts who claim to possess the knowledge and/or experience that the Customer is seeking, so that the Customer can determine the most suitable Expert for its purposes, the Expert's availability and Hourly Rate, and then arrange and pay for ZeemoChat Meetings with Experts.
1.7. The Platform includes the video chat functionality required for Customers and Experts to attend ZeemoChat Meetings via the Zeemo Platform.
2 Customer Accounts and Expert Accounts
2.1. If you want to arrange and attend ZeemoChat Meetings with Experts, you must first register a Customer account on the Zeemo Platform (Customer Account).
2.2. If you want to make yourself available as an Expert for ZeemoChat Meetings with Customers via the Platform, you must first register an Expert account on the Zeemo Platform (Expert Account).
2.3. If you have registered an End User Account:
(a) you must not provide your username or password to any person;
(b) you agree and acknowledge that you shall be solely responsible for the confidentiality of your username and password and any use of your End User Account; and
(c) you must immediately notify us if you become aware of any unauthorised use of your End User Account.
3 Platform Access for Customers
3.1. If you are a Customer, subject to your Customer Account not being terminated or suspended, and subject to your compliance with these Terms of Service, you will have a non-exclusive, non-sublicensable, revocable and non-transferable right to access and use the Platform on a software-as-a-service basis via your Customer Account to identify relevant Experts, and then arrange, attend, and pay for, ZeemoChat Meetings with them.
3.2. Upon and from the termination of, and for the duration of any suspension of, your Customer Account, the rights granted under clause 3.1 will not be available to you.
4 Platform Access for Experts
4.1. If you are an Expert, subject to your Expert Account not being terminated or suspended, and subject to your compliance with these Terms of Service, you will have a non-exclusive, non-sublicensable, revocable and non-transferable right to access and use the Platform on a software-as-a-service basis via your Expert Account to manage your Expert Profile, attend ZeemoChat Meetings with Customers and to receive payment for such meetings.
4.2 Upon and from the termination of, and for the duration of any suspension of, your Expert Account, the rights granted under clause 4.1 will not be available to you.
5 Making yourself Available for ZeemoChat Meetings (Experts)
5.1. In order for an Expert to make themselves available for ZeemoChat Meetings via the Platform, the Expert must, via their Expert Account on the Platform:
(a) set their Hourly Rate payable by a Customer for attendance at ZeemoChat Meetings with the Expert;
(b) set their Minimum Notice Period;
(c) set their Minimum Cancellation Period;
(d) set the Expert's general availability for attendance at ZeemoChat Meetings with Customers and any exceptions to such availability (Expert Availability); and
(e) enable or disable Available for Bookings Status on their Expert Account.
5.2. At any time that an Expert Account is set to Available for Bookings Status, the applicable Expert will be deemed to be making a standing offer to all Customers to attend at a ZeemoChat Meeting:
(a) at any time during the Expert Availability specified in the applicable Expert Profile;
(b) at the specified Hourly Rate specified in the applicable Expert Profile;
(c) subject to the Minimum Notice Period specified in the applicable Expert Profile; and
(d) subject to the Minimum Cancellation Period specified in the applicable Expert Profile,
(together, an Offer to Meet).
6 Arranging a ZeemoChat Meeting (Customer)
6.1. In order for a Customer to arrange a ZeemoChat Meeting with an Expert via the Platform, the Customer must, via their Customer Account on the Platform, select the applicable Expert and make the following selections from the applicable Expert's Offer to Meet:
(a) the desired Meeting Duration; and
(b) the desired date and time for a ZeemoChat Meeting from the Expert Availability,
(together, the Customer Meeting Preferences)
6.2. The Customer must then, via their Customer Account on the Platform, pay the applicable fee for the proposed ZeemoChat Meeting, calculated by reference to the Meeting Duration selected by the Customer and the Hourly Rate designated in the Expert's Offer to Meet (Meeting Fee).
6.3. Once payment of the applicable Meeting Fee has been received by us, the applicable Customer and Expert will each receive notification via the Platform that a ZeemoChat Meeting in accordance with the Customer Meeting Preferences is confirmed (Meeting Confirmation).
7 Formation of a Meeting Agreement between a Customer and an Expert
7.1. When we issue a Meeting Confirmation , the applicable Customer and Expert will be deemed to have entered into a Meeting Agreement in respect of the applicable Expert's Offer to Meet and the Customer's selected Customer Meeting Preferences.
8 Payment s to Experts
8.1. Subject to the supply of the Consulting Services by the Expert in accordance with the applicable Meeting Agreement (as confirmed by the relevant Customer), we will within 24 hours of the conclusion of the applicable ZeemoChat Meeting, remit to the Expert's nominated PayPal account, an amount equal to the Meeting Fee received by us from the applicable Customer in respect of the applicable Meeting Agreement less the applicable Facilitation Fee (Expert Fee).
8.2. Where a Meeting Agreement is cancelled by a Customer other than by the Customer giving notice to the Expert equal to or greater than the Minimum Notice Period specified in the Expert's Offer to Meet, the Customer will forego the Meeting Fee and we will pay the Expert Fee to the Expert.
9 Meeting Agreements
9.1. We are not a party to any Meeting Agreement. Meeting Agreements are entered into between a Customer and Expert when a Meeting Confirmation is issued by the Platform to them.
(b) the applicable Meeting Fee;
(c) the Zeemo Meeting Terms; and
9.3. To the extent of any inconsistency between any two of the items listed in clause 9.2(a)-9.2(d) , the items listed first will prevail.
9.4. We do not represent that the Zeemo Meeting Terms are suitable for your purposes. They are provided as an example only. If you are an End User, you should obtain all relevant advice necessary to satisfy yourself that you are comfortable with the terms and conditions of a Meeting Agreement prior to entering into the Meeting Agreement.
9.5. You agree that:
(a) we do not provide any professional, consulting or advisory services of any kind;
(b) any Consulting Services provided by an Expert to any Customer are provided by the Expert and not by us;
(c) we shall have no liability under any Meeting Agreement;
(d) we are not liable for the performance or non-performance of any Consulting Services; and
(e) we are not responsible for any qualifications, representations, goods or services supplied or that are not supplied, by any Expert.
10 Disputes about Consulting Services
10.1. If you are a Customer, you must promptly notify us if you or any Expert has breached or is reasonably suspected to have breached a Meeting Agreement.
10.2. We may assist a Customer or Expert to resolve a dispute concerning a Meeting Agreement but we are not obliged to do so.
10.3. We have no liability in respect of any non-performance of a Meeting Agreement or in respect of any negligence, loss, damage, costs, fines, personal injury, death or other consequences associated with any Consulting Services.
(a) cannot be shared or used by more than one Customer or Expert (as applicable); and
(b) cannot be used by any person who is an employee, officer or agent of a third party that competes with us.
11.2. All End User Accounts are subject to the restrictions in clause 11.1 and any other restrictions on the number of End Users or types of End Users specified by us.
11.3. End Users are responsible for all and any acts and omissions of their Personnel as if they were the End User's acts and omissions.
11.4. You may not use Zeemo except as expressly permitted under these Terms of Service and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our Intellectual Property Rights. Without limiting the foregoing provisions, you agree and acknowledge that except with our prior written consent, you must not, and must not permit any person or entity to:
(a) use Zeemo on your behalf who is not an End User;
(b) license, sublicense, resell, assign, transfer, distribute, or provide others with access to, Zeemo or any part of it;
(c) "frame", "mirror" or serve Zeemo or any part of it on any web server or other computer server over the Internet or any other network;
(d) copy, alter, make adaptations of, modify, vary, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, disassemble, decompile, reverse translate, reverse engineer, reverse compile or enhance Zeemo or any part of it;
(e) store, transmit or distribute any virus or content or other material using Zeemo or any part of it that is unlawful, harmful, threatening, defamatory, infringing, offensive or in breach of any person's rights;
(f) use Zeemo or any part of it in any way which is in breach of any right of any person or any Applicable Law;
(g) use Zeemo or any part of it (or allow it or any part thereof to be used) (including any component of any graphical user interface or the look and feel of the Platform) for the purpose of developing, or contributing to the development of, any software competitive with the Platform;
(h) alter, remove or tamper with any of our trademarks; or
(i) alter, remove or tamper with any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification, used on or in relation to the Platform or any part of it.
11.5. You must not breach the AUP.
11.6. We may terminate and/or suspend one or more End User Accounts and End Users' access to Zeemo or any part of it, where an End User:
(a) repeatedly infringes the AUP; or
(b) commit a material breach of the AUP.
11.8. You must notify us immediately if you become aware of, or suspect, any unauthorised use of any End User Account credentials.
11.9. You acknowledge that the integrity of the Platform is protected by technical protection measures to prevent Intellectual Property Rights, including copyright, in the Platform from being misappropriated (TPMs). You must not attempt and ensure that your Personnel do not attempt, to remove or circumvent any TPM in the Platform.
11.10. You must comply with any security procedures, policies and standards that we notify you of from time to time with respect to the use of Zeemo.
12 End User Technical Support
12.1. If you require technical support in connection with the Platform, please send us an email to [email protected] and we will endeavour to resolve the issue within a reasonable time.
13.1. If you are an Expert:
(a) you are responsible for all and any acts and omissions of your Personnel, as if they were your acts and omissions;
(b) you represent and warrant to us that at any time that your Expert Profile is set to Available for Bookings Status, the representations and information set out in your Expert Profile are true and correct;
(c) you must promptly notify us if you or any Customer has breached or is reasonably suspected to have breached a Meeting Agreement; and
(d) you must indemnify us from and against all and any loss and/or damage that we may suffer or incur as a result of your provision, or failure to provide, any Consulting Services under a Meeting Agreement and for all and any other claims that any person may make that relate to your performance, non-performance or fees charged under a Meeting Agreement.
14.1. This Acceptable Use Policy outlines acceptable and appropriate behaviours expected of any person using and/or accessing the Zeemo Platform and/or any Service.
14.2. You must comply with this AUP and must not use, encourage, promote, facilitate, or instruct any person to breach this AUP.
14.3. You must act appropriately in all respects and must not display, store, distribute, transmit or otherwise make available communications or content via Zeemo that contains abusive, offensive, harmful or objectionable language, that has the quality to defame or libel others, or that infringes on the privacy rights or other rights of others.
14.4. You must not view, download, copy, send, post or access information that is illegal, fraudulent or obscene when using or accessing Zeemo and must not use Zeemo in any way prohibited by this AUP or which would otherwise cause us loss and/or damage and/or negatively affect our reputation, associated goodwill or cause us to fall into disrepute or dispute with any third party.
14.5. If you are an End User, in the course of you using and/or accessing the Platform and/or any Service, the following are strictly prohibited:
(a) accessing any other End User's account other than your own End User Account;
(b) uploading any content about a person without the person's consent or using the Platform and/or Services to violate all or any legal rights of any person or company or other entity in any jurisdiction;
(c) using the Platform and/or Services (including any intentional access, creation, modification, transmission, distribution or storage of information, data or material) in breach of the Privacy Act 1988 (Cth) or any other applicable data protection laws in any relevant jurisdiction;
(d) using the Platform and/or Services in relation to crimes such as theft and fraud;
(e) using the Platform and/or Services in breach of any laws, including but not limited to, laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
(f) unauthorised copying of copyrighted material including, but not limited to, the installation of any copyrighted software for which you do not have an active licence;
(g) using the Platform and/or Services in connection with the provision of negligent or unlawful services;
(h) exporting software, technical information, encryption software or technology, in violation of domestic and/or international export control laws;
(i) any form of computer hacking or introduction of malicious programs into our or any of our suppliers' networks, computers or servers (e.g., viruses, worms, Trojan horses, e-mail bombs, broadcast attacks or any other flooding techniques);
(j) revealing your account password to others or allowing use of the Platform and/or Services by others who are not authorised to do so including attempting to probe, scan or test the vulnerability of an account or the Platform;
(k) using the Platform and/or Services to offer or distribute fraudulent goods or services;
(l) using the Platform and/or Services to upload, store, display, transmit content that is invasive, defamatory and/or obscene;
(m) using the Platform and/or Services to carry out security breaches or disruptions of network communication is strictly prohibited. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access or corrupting any data;
(n) using the Platform and/or Services to execute any form of network monitoring or crawling which will intercept data not intended for you without permission;
(o) using the Platform and/or Services to circumvent user authentication or security of any of our hosts, networks or accounts or those of our customers or suppliers;
(p) using the Platform and/or Services to interfere with or deny service to anyone;
(q) using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons' use of the Platform and/or Services;
(r) sending unsolicited email messages through or to users of the Platform and/or Services in breach of the Spam Act 2003 (Cth);
(s) using the Platform and/or Services to send any form of harassment via email or any other form of messaging, whether through language, frequency, or size of messages;
(t) using the Platform and/or Services to send email to any email address, with the intent to spam or harass;
(u) using the Platform and/or Services to create or forward "chain letters", "Ponzi" or other "pyramid" schemes of any type; and
(v) use of the Platform and/or Services in breach of any person's privacy (such as by way of identity theft or "phishing").
15.1. Each party acknowledges that the information (in any form, including reports) generated from the Platform (Output) is reliant on and formulated from, among other things, information that each End User enters into the Platform about them (or in the case of a Customer, a review about an Expert or any Consulting Services supplied by an Expert) (together, End User Data ).
(b) we will provide any End User with a copy of its End User Data within fourteen (14) days of a request made under clause 15.3(a) for a fee calculated by us which will not exceed $50 (except where charging a fee would contravene Applicable Law); and
(c) after the expiry of the 3-month period following closure of an End User Account, we may (i) delete all that End User's End User Data; or (ii) de-identify all that End User's End User Data remaining in our possession or control.
15.4. If you are an End User, you warrant and represent that:
(a) your End User Data and the collection, processing, storage and/or disclosure of it by us as part of our provision of the Platform, the Services or as otherwise required by Applicable Law will not breach any Applicable Law or any right of any person; and
(b) you will ensure at all applicable times that the use, hosting, transmission, modification, processing, collection, holding and disclosure of your End User Data by us does not breach any Applicable Law or any person's rights, and that all relevant consents have been obtained by you as lawfully required for us and our Personnel to collect, hold, disclose and otherwise process any Personal Information in the course of performing our obligations or exercising our rights under these Terms of Service or pursuant to Applicable Law.
15.5. If you are an End User, as between you and us, subject to our obligations under Applicable Law, you are solely responsible for:
(a) the accuracy, legality and quality of all your End User Data, and must indemnify us from and against all and any claims arising in respect of your End User Data; and
(b) obtaining any permissions, consents, licences, rights and authorisations necessary for us and our suppliers to use, host, modify, hold, transmit, process, store and disclose End User Data in connection with the Platform and/or Services.
16.1. Nothing in these Terms of Service constitutes or creates an assignment of any Intellectual Property Rights.
16.3. Each End User licenses us on a non-exclusive, non-transferable, royalty-free, irrevocable basis to use its End User Data to operate the Platform and Services while the End User has an End User Account (Data Licence).
16.4. As between you and us, we own all Intellectual Property Rights in the Platform (including any Source Code and Object Code, databases and database structures incorporated into the Platform), all content made available in or via the Platform (except to the extent it comprises of End User data), the Documentation and Output (except to the extent that it comprises of End User Data) (Our Intellectual Property Rights).
16.5. You must not directly or indirectly do anything that would or might invalidate, jeopardise, limit, interfere with or put in dispute our Intellectual Property Rights.
16.6. You hereby assign to us all and any Intellectual Property Rights in all and any comments in connection with the Platform and Services and all and any Intellectual Property Rights in all and any requests for new features, that you may make or suggest regarding the Platform and Services (each, an Improvement Suggestion). Each such comment and Improvement Suggestion becomes our sole and exclusive property. This assignment is effective as soon as you make the comment or disclose the Improvement Suggestion to us including where applicable under section 197 of the Copyright Act 1968 (Cth) and in equity.
(a) use any of our trademarks, domain names, business names, company names, product names, service names, Software names or other marks (collectively, Marks); or
(b) contest any Mark, apply for registration of any Mark or use or apply for registration of any trademark, trade name, business name, company name or domain name which is or incorporates any element that is confusingly similar to any Mark.
16.8. You have no rights in respect of any Marks or their associated goodwill. All such rights and goodwill inure for the benefit of, and are (and will remain) vested in, us or our licensors.
16.9. Nothing in these Terms of Service give you any rights to access any Source Code in or underlying the Platform or any associated database.
17.1. A Receiving Party may not, at any time without the Disclosing Party's prior written consent, use or disclose any Confidential Information of the Disclosing Party, other than to exercise its rights or perform its obligations under these Terms of Service or to comply with Applicable Law.
17.2. Clause 17.1 does not apply to information:
(a) that is independently developed, obtained or known by the Receiving Party without using information disclosed to it by the Disclosing Party;
(b) that the Receiving Party can prove was already known to it at the time of disclosure to it by the Disclosing Party;
(c) that is in the public domain, except where due to a breach of any obligation of confidence; or
(d) that the Receiving Party must disclose under the rules of any stock exchange on which it or its holding company is listed.
17.3. We may use any Expert's Expert Profile and any part of it, in any of our marketing material or websites.
18.1. These Terms of Service are between you and us and not between you and Apple Inc. (Apple), or you and Google Inc. (Google). As between us and Apple Inc., and as between us and Google Inc., we are solely responsible for any product warranties pertaining to the Apps, whether express or implied by law, to the extent not otherwise effectively disclaimed under these Terms of Service.
18.2. In the event of any failure of any of the Apps to conform to any applicable warranty and where the warranty relates to your use of a version of any App downloaded through the Apple App Store you may notify Apple, and Apple will refund the purchase price for the App to you (if any); and, to the maximum extent permitted by applicable law, Apple will have no other warranty or obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the App to conform to any warranty will be our sole responsibility, subject to the provisions of these Terms of Service.
18.3. Subject to these Terms of Service, you and we each acknowledge that, as between you and us, we, and not Apple or Google, are responsible for addressing any of your claims relating to the Apps or your possession and/or operation of the Apps, including, but not limited to: (i) product liability claims made in respect of the Apps; (ii) any claim that the Apps fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation in respect of the Apps.
18.4. Notwithstanding the provisions of this clause 18 , and for the avoidance of doubt, you agree:
(a) to release and indemnify us from any claims that you or any other person might otherwise have (including any claims arising under consumer protection or similar legislation in respect of the Apps and for any other claims, losses, liabilities, damages or expenses) which relate to your acts or omissions; and
(b) you, and not us, will be solely responsible for any of the matters referred to in clause 18.3 to the extent they are caused or contributed to by you.
18.5. We and you each acknowledge that neither Apple nor Google have any obligation whatsoever to furnish any maintenance or support services with respect to the Apps.
18.6. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
18.7. We and you each acknowledge and agree that Apple and Google, and Apple's and Google's respective subsidiaries, are third party beneficiaries of these Terms of Service, and that Apple and Google will each have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary of these Terms of Service.
19.1. You agree that:
(a) to the maximum extent permissible by law, we shall bear no responsibility for any disconnection, downtime, unavailability, delays, defects, errors or failures of the Platform or Services;
(b) you will have other systems available that can be relied on in place of the Platform should it be unavailable; and
(c) it is likely that the Platform and its functionality will be unavailable or inoperable from time to time.
19.2. Any use of the Platform, Services and/or any Output does not constitute and is not our, professional, financial, legal or other advice. You must obtain all relevant advice as applicable before relying on any Output.
19.3. Subject to clauses 19.5 and 19.6 , no party is liable to the other party for any loss of profits, loss of business opportunity, loss of revenue, loss of savings or loss of data and whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage is foreseeable or not.
19.4. Your and our liability for any loss or damage that the other party incurs for one or more events, that is not otherwise excluded by these Terms of Service, is limited, in the aggregate, to the amount paid or payable:
(a) by you under any relevant Meeting Agreements, if you are a Customer; or
(b) by Customers under any relevant Meeting Agreements, if you are an Expert.
19.5. To the extent that we may not as a matter of Applicable Law exclude any condition, guarantee or warranty, the scope and duration of such condition, guarantee or warranty shall be the minimum permitted under such law and we limit our liability for breach of any such condition, guarantee or warranty as follows, at our option:
(a) in the case of goods, to: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (v) the payment of the cost of having the goods repaired; and
(b) in the case of services, to: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.
19.6. This clause 19 does not:
(a) limit a party's liability with respect to any indemnity specified in these Terms of Service;
(b) apply with respect to any liability that cannot be excluded by Applicable Law; or
20.1. If a dispute arises between you and us out of or relating to a Meeting Agreement or otherwise in connection with these Terms of Service (Dispute), each party to the Dispute must seek to resolve it strictly in accordance with the provisions of this clause 20 . Compliance with the provisions of this clause 20 is a condition precedent to seeking relief in any court in respect of the Dispute, except as otherwise provided in this clause.
20.2. A party seeking to resolve a Dispute must notify the existence and nature of the Dispute to the other party (Notification).
20.3. Each party must meet in person or by audio visual means within 1 calendar month of the Notification to discuss the Dispute on a confidential without prejudice basis. If the Dispute has not been resolved within 1 calendar month of the Notification, then each party will be entitled to pursue such course of action as it determines.
20.4. This clause 20 will not prevent you or us from applying for urgent interlocutory relief from a court of competent jurisdiction at any time.
21 Force Majeure Events
We will have no liability for any failure to perform our obligations under these Terms of Service where caused by a Force Majeure Event.
22.1. All notices required or permitted to be made under these Terms of Service shall be in writing and may be sent by email to the recipient's email address then identified in their End User Account, or in the case of us, to [email protected]
22.2. We may change our address for notices by giving you 7 days' prior written notice. End Users may change their address for notices by updating the email address identified in their End User Account.
23.1. You and we may not assign our rights or novate our rights and obligations under these Terms of Service without the prior written consent of the other party (such consent not to be unreasonably withheld). Notwithstanding the foregoing provisions of this clause, we may assign our rights or novate our rights and obligations under these Terms of Service without your consent in connection with any merger, acquisition or restructure of our company or business.
23.2. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the remainder of these Terms of Service shall remain enforceable.
23.3. The relationship between us and you is non-exclusive. Nothing in these Terms of Service will prevent us from supplying any goods or services to any third party in our absolute discretion or prevents you from supplying or engaging any third party to supply any services. Nothing contained in these Terms of Service (as applicable) creates any relationship of partnership, employment, joint venture or agency between the parties.
23.4. Notwithstanding clause 23.3 , if you are a Customer, you may not circumvent Zeemo by engaging an Expert to provide Consulting Services independently of the Platform.
23.5. These Terms of Service are the entire agreement between you and us about its subject matter and supersedes all other proposals, arrangements or agreements between you and us about its subject matter.
23.6. Any terms or conditions set out in any document, correspondence or communication that may be issued by you to us will not affect our rights or obligations in any circumstances.
23.7. These Terms of Service are governed by the laws of New South Wales and you and we each submits to the exclusive jurisdiction of the courts located in the State of New South Wales and the courts of appeal from them in relation to any proceedings concerning or in connection with your use of Zeemo.
24 Definitions and Interpretation
In these Terms of Service, words in bold in parentheses have the meanings given to them therein. In addition, the following words have the following meanings:
Applicable Law means any applicable legislation, rule of the general law, including common law and equity, judicial order or consent or requisition from, by or with any governmental agency in any applicable jurisdiction.
AUP or Acceptable Use Policy means clause 14.
Available for Bookings Status means, in connection with an Expert Account, that the Expert has toggled the "Available for booking" switch to "on", which has the effect of making their Expert Profile publicly available to Customers and potential Customers via Zeemo.
Business Day means any day from Monday to Friday in New South Wales, excluding public holidays in New South Wales.
Business Hours means 9:00am - 5:00pm AEST (or AEDT where applicable) on Business Days.
Confidential Information means information which is either marked as confidential or has the quality of confidential information. Our Confidential Information includes our business affairs, financial affairs, business plans, price lists, strategies, technical operations, Intellectual Property Rights, the Documentation and our financial position. Our Confidential Information (whether or not reduced to writing or designated or marked as confidential) also includes, with respect to the Platform, all and any:
(a) software of any type or form and in any stage of actual or anticipated development, including, programs and program modules, routines and subroutines, stored procedures, algorithms, business logic, relationship maps and diagrams, scripts, databases, database structures, database objects, tables, triggers (being special stored procedures which automatically execute when particular events occur), functions, views, front end and back end components, database schemas, design concepts, design specifications (including design notes, annotations, functional specifications, documentation, flowcharts, coding sheets, and the like), Source Code, Object Code, SQL component code, software libraries, load modules, programming, program patches and system designs.
(b) work product resulting from or related to work or projects performed or to be performed by us, including the interim and final lines of enquiry, hypotheses, research and conclusions related thereto and the methods, methodologies, technologies, processes, procedures, analysis, techniques and audits used in connection therewith; and
Consulting Services means consulting, advisory or professional services of any kind.
Disclosing Party means a party that discloses Confidential Information to a Receiving Party.
Documentation means any user manuals, technical specifications and other documentation, content and materials (whether in written or electronic form and including any audio-visual content) provided by us in respect of the Platform.
End User Account means a Customer Account or an Expert Account on the Platform.
End User means a Customer or Expert, as applicable.
Expert Profile means the public profile of an Expert, set up and maintained by the Expert via their Expert Account on the Platform, and made available by the Expert to Customers and potential Customers via the Platform.
Facilitation Fee means in respect of a Meeting Agreement, an amount equal to 10% of the applicable Meeting Fee plus any applicable GST.
Force Majeure Event means a circumstance beyond our reasonable control which results in our inability to observe or perform on time an obligation under these Terms of Service.
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Hourly Rate means the hourly rate set by an Expert, via their Expert Account on the Platform, for attendance at Video Chat meetings with Customers, chargeable on a pro-rata basis in 15 minute increments.
Insolvency Event means, in respect of a party: (a) the party ceases to carry on business, is unable to pay its debts as and when they fall due, or is deemed to be insolvent or bankrupt or is the subject of a sequestration order; (b) a receiver or a liquidator or provisional liquidator or an administrator is appointed to the party, or an application (including voluntary application filed by that party) is lodged or an order is made or a resolution is passed for the winding up (whether voluntary or compulsory) or reduction of capital of that party; (c) the party enters into an arrangement with its creditors; (d) where the party is a partnership, the partnership is dissolved or an application is made for its dissolution; (e) the party suspends payment of its debts, or the party takes the benefit of any law for the relief of insolvent debtors; or (f) anything analogous or having a substantially similar effect to any of the events described in (a) through (e) above, occurs under the law of any applicable jurisdiction.
Intellectual Property Rights means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under Article 2 of the Convention Establishing the World Intellectual Property Organisation, and all rights to enforce any of the foregoing rights.
Meeting Agreement has the meaning given in clause 9.2 .
Meeting Duration means 15 minutes, 30 minutes, 45 minutes or 60 minutes, as applicable.
Minimum Cancellation Period means the minimum notice period that a Customer must give to an Expert in order to cancel a ZeemoChat Meeting the subject of a Meeting Agreement and receive a full refund of the applicable Meeting Fee.
Minimum Notice Period means the minimum notice period required by an Expert to make themselves available to attend at a ZeemoChat Meeting with a Customer.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Object Code means Source Code in compiled or binary form.
Personal Information has the meaning given in the Privacy Act 1988 (Cth).
Personnel of a party means a party"s officers, agents, employees and subcontractors.
Platform or Zeemo Platform means the online platform made available at https://www.zee-mo.com or via the Apps.
Receiving Party means a party that receives Confidential Information from a Disclosing Party.
Service(s) means any services that we make available via the Platform or pursuant these Terms of Service, but for the avoidance of doubt, does not include Consulting Services.
Source Code means human readable computer code.
You means a potential or current Customer and/or Expert, as applicable.
Zeemo means the Platform and the Services.
Zeemo Meeting Terms means the Zeemo Meeting Terms forming Schedule 1 to these Zeemo Terms of Service, as amended by us from time to time.
ZeemoChat Meeting means a meeting held between an Expert and a Customer, via Zeemo, which subject to the participants using a mobile device or computer with a working camera, microphone, speaker and screen, enables the participants to see and hear each other as they talk.
24.2. Unless the context requires otherwise:
(a) A reference to "a party" is a reference to you or us as the context dictates and a reference to " the parties " is a reference to you and us.
(b) Headings and underlinings are for convenience only and do not affect the construction of this the Terms of Service.
(c) A provision of the Terms of Service will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party's legal representative prepared the provision.
(d) Currency refers to Australian dollars.
(e) A reference to a statute or regulation includes amendments thereto.
(f) A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.
(g) A reference to time is to time in New South Wales unless expressly specified otherwise.
(h) A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.
(i) The words "includes", "including" and similar expressions are not words of limitation.
(j) A reference to the singular incudes the plural and vice versa.
Schedule 1 - Sample Zeemo Meeting Terms
[Note: this is an example Zeemo Meeting Terms that will apply unless the Customer and Expert agree in writing to other terms and conditions]
1 About these Zeemo Meeting Terms
1.1 These Zeemo Meeting Terms form part of any Meeting Agreement between a Customer and any Expert made via Zeemo.
1.2 Any capitalised term not defined herein shall have the meaning given to that term in the Terms of Service to which these Zeemo Meeting Terms are attached ( Terms of Service).
2 Supply of Consulting Services
2.1 The Expert hereby agrees to supply to the Customer the Consulting Services via a ZeemoChat Meeting on the terms and conditions of these Zeemo Meeting Terms, as follows:
(a) at the time and on the date; and
(b) for the Meeting Duration,
specified in the Customer's applicable Customer Meeting Preferences.
3.1 The Customer or Expert may request that an existing Meeting Agreement (including these Zeemo Meeting Terms) be varied by providing a request in writing to the other party. A request for a variation must be agreed to in writing by both parties in order to have effect.
4 Agency and assignment
4.1 The parties agrees that the Expert may not at any time appoint or engage an agent to perform an obligation of the Expert arising out of or pursuant to any Meeting Agreement between the Expert and Customer.
4.2 No party may:
(a) assign, or purport to assign, any of its rights under any Meeting Agreement; or
(b) novate, or purport to novate, any of its rights or obligations under any Meeting Agreement,
without the prior written consent of the other party.
5 Default and termination
5.1 The Customer or Expert (the first party ) may terminate a Meeting Agreement entered into with the other party immediately upon written notice to the other party:
(a) if the other party commits a material breach of the Meeting Agreement and fails to remedy that breach (where remediable) within 14 days of being given notice by the first party to do so; or
(b) if the other party suffers an Insolvency Event (except where such termination would contravene applicable law).
(a) by the Customer giving notice to the Expert equal to or greater than the Minimum Notice Period specified in the Expert's Offer to Meet; or
(b) by the Expert giving the Customer notice at least  hours before the applicable scheduled ZeemoChat Meeting.
5.3 Termination of a Meeting Agreement will not affect any accrued rights or remedies available to a party under the Meeting Agreement.
6 Exclusions and limitation of liability
6.2 Subject to clause 6.2 , each party's aggregate liability for any Losses under a Meeting Agreement shall not exceed the Meeting Fee paid by the Customer under the relevant Meeting Agreement.
6.3 The Australian Consumer Law and other similar non-excludable state-based law may give to the Customer certain guarantees. Nothing in any Meeting Agreement excludes such guarantees. Where liability for breach of any such guarantee can be limited, the Expert's liability (if any) arising from any breach of those guarantees is limited with respect to Consulting Services to the supply of the Consulting Services again or paying the cost of re-supplying the Consulting Services again.
7 Force majeure
7.1 If circumstances beyond the Expert's control prevent or hinder its provision of the Consulting Services, the Expert's obligation to provide the Consulting Services is suspended while those circumstances continue.
7.2 Circumstances beyond the Expert's control include, but are not limited to, technical and connectivity problems, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees and proclamations or orders.
8 Zeemo is not a party
8.1 Each party acknowledges that ZeemoChat Pty Ltd is not a party to any Meeting Agreement and is not responsible for the performance or non-performance of the Expert.
9.1 Each Meeting Agreement is governed by the laws of the state of New South Wales, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of that state in relation to any dispute between the parties.
9.2 Each Meeting Agreement and any written variations agreed to in writing by the parties represents the whole agreement between the parties relating to the subject matter of the Meeting Agreement.
9.3 Each Meeting Agreement supersedes all oral and written negotiations and communications by and on behalf of either of the parties.
9.4 In entering into any Meeting Agreement, neither party has relied on any warranty, representation or statement, whether oral or written, made by the other party or any of its employees or agents relating to or in connection with the subject matter of the Meeting Agreement.
9.5 If any provision of a Meeting Agreement at any time is or becomes void, voidable or unenforceable, the remaining provisions will continue to have full force and effect.
9.6 A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.
10 Definitions and interpretation
10.1 Any capitalised term not defined herein shall have the meaning given to that term in the Zeemo Terms of Service.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Loss includes, but is not limited to, costs (including legal costs), expenses, lost profits, award of damages, personal injury and property damage.
In these Zeemo Meeting Terms, unless the context otherwise requires:
(a) a reference to writing includes email;
(b) a reference to a party is to the Customer or Expert as the context dictates and a reference to the parties is to both of them;
(c) the singular includes the plural and vice versa;
(d) a reference to a clause or paragraph is a reference to a clause or paragraph of these Zeemo Meeting Terms ;
(e) a reference to a party to these Zeemo Meeting Terms or any other document or arrangement includes that party's executors, administrators, successors and permitted assigns;
(f) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(g) headings are for ease of reference only and do not affect the meaning or interpretation of these Zeemo Meeting Terms ;
(h) if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day, that act, matter or thing:
(i) if it involves a payment other than a payment which is due on demand must be done on the preceding Business Day; and
(j) in all other cases, must be done on the next Business Day.