All Members

These Payments Terms constitute a legally binding agreement (“Agreement”) between you and Appiwork Pty Ltd trading as Everywhere Venues regarding the Payment Services (defined below) conducted through or in connection with the Everywhere Venues Platform.

When these Payments Terms mention “EverywhereVenues,” “we,” “us,” or “our,” it refers to Appiwork Pty Ltd trading as Everywhere Venues.

The Everywhere Venues Terms of Use (“Everywhere Venues Terms”) separately govern your use of the Everywhere Venues Platform. All capitalised terms have the meaning specified in the Everywhere Venues Terms unless otherwise defined in these Payments Terms.

Our collection and use of personal information in connection with your access to and use of the Payment Services is described in Everywhere Venues’ Privacy Policy.

Contents

• 1  Scope and Use of the Payment Services
• 2  Key Definitions
• 3  Changes to the Payments Terms
• 4  Eligibility and Member Verification
• 5  Account Registration
• 6  Payment and Payout Methods
• 7  Financial Terms for Venue Managers
• 8  Financial Terms for Visitors
• 9  Appointment of Everywhere Venues as Limited Payment Collection Agent
• 10  General Financial Terms
• 11  Taxes
• 12  Damage to Venues and Security Deposits
• 13  Prohibited Activities
• 14  Intellectual Property Ownership and Rights Notices 1
• 15  Feedback
• 16  Disclaimers
• 17  Liability
• 18  Indemnification
• 19  Termination, Suspension, and other Measures
• 20  Applicable Law and Jurisdiction
• 21  Dispute Resolution and Arbitration Agreement
• 22  General Provisions
• 23  Contacting Everywhere Venues

1  Scope and Use of the Payment Services

• 1.1  Everywhere Venues provides payment services to Members, including payment collection services, payments and payouts, in connection with and through the Everywhere Venues Platform (“Payment Services”).
• 1.2  Everywhere Venues may limit the availability of the Payment Services, or certain services or features of our Platform, to carry out maintenance measures to deliver the proper or improved functioning of the Payment Services. We may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.
• 1.3  The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Members should review them independently. Everywhere Venues is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Everywhere Venues of such Third-Party Services.
• 1.4  You may not use the Payment Services except as authorised by Australian law, the laws of the jurisdiction in which you reside, and any other applicable laws.
• 1.5  Your access to or use of Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

2  Key Definitions

• 2.1  “Payout” means a payment initiated by Everywhere Venues to a Member for services (such as Listing Fees) performed in connection with the Everywhere Venues Platform.
• 2.2  “Payment Method” means a financial instrument that you have added to your Everywhere Venues Account, such as a credit card or debit card.
• 2.3  “Payout Method” means a financial instrument that you have added to your Everywhere Venues Account, such as a PayPal account, direct deposit, a prepaid card, or a debit card (where available).

3  Changes to the Payments Terms

• 3.1  Everywhere Venues has the right to change these Payments Terms at any time in line with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the Everywhere Venues Platform and update the “Last Updated” date at the top of these Payments Terms. We will also provide you with notice by email of the change at least thirty (30) days before the date they become effective.

4  Eligibility, Member Verification

• 4.1  To use the Payment Services, you must be at least 18 years old and able to enter into legally binding contract. By using the Payment Services you represent and authorise that you are 18 or older.
• 4.2  If you are agreeing to these Payments Terms on behalf of a company or other legal entity, you represent and authorise that you have the authority to bind that company or other legal entity to these Payments Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
• 4.3  Everywhere Venues may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
• 4.4  We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include:

(i) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information;

(ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or

(iii) attempting to verify your information against third-party databases. Everywhere Venues reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

5  Account Registration

• 5.1  You must have an Everywhere Venues Account for which your payment details are current and you are not in breach of any of our Terms or policies in order to use the Payment Services. If you or Everywhere Venues closes your Everywhere Venues Account for any reason, you will no longer be able to use the Payment Services.

6  Payment and Payout Methods

• 6.1  When you add a Payment Method or Payout Method to your Everywhere Venues Account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to Everywhere Venues or its third-party payment processor(s). This information must be accurate, complete and current when adding a Payment Method or Payout Method, where it is your responsibility to keep the Payment Method and Payout Method up-to-date at all times. The information required for Payout Methods will include:
• 6.1.1  for direct deposit, your address, name on the account, account type, BSB number, and account number;
• 6.1.2  for credit card, the card number, expiry date, and security code;
• 6.1.3  for PayPal, your address, email address, and payout currency.
• 6.2  Please note that Payment Methods and Payout Methods may use third-party payment service providers. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount). Everywhere Venues is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Payout Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider; you must review these terms and conditions before using your Payment Method or Payout Method.
• 6.3  You authorise Everywhere Venues to store your Payment Method information and charge your Payment Method as specified in these Payments Terms. If your Payment Method account information changes (e.g., account number, expiration date) as a result of card re-issuance or other reason, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your Everywhere Venues Account.
• 6.4  You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. Everywhere Venues is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.

7  Financial Terms for Venue Managers

• 7.1  Generally: Everywhere Venues will collect the Total Fees from a Visitor at the time the Visitor’s booking request is accepted by the Venue Manager, or at any other time mutually agreed between the Visitor and Everywhere Venues.
• 7.2  Listing Subscription. This applies to request only and free to hire Venue Listings. Conditions:

(i)   We will let anyone list one venue for free per Venue Manager account in our platform if it accepts bookings on an instant or request basis. A Service Fee is not applied to venues that are free to hire. 

(ii)   charge a small monthly Listing Subscription of AUD 5.50 including GST per venue per month for venues that are listed without the ability to accept bookings via our platform. The Venue listing fee will also be applied to the second and all additional venues that a Venue Manager makes free to book via its Everywhere Venues account.

• 7.3  Payouts: In order to receive a Payout you must have a valid Payout Method linked to your Everywhere Venues Account. Everywhere Venues will generally initiate Payouts to your selected Payout Method:

(i)   for Bookings within 24 hours of the Visitor’s scheduled check-in time (or within 24 hours of 3:00pm local time - or 3:00pm AEST if local time is unknown - if the check-in time is flexible or not specified);

(ii)   for Bookings within 24 hours of the start of the Booking Period; and

(iii)   for all other Venue Services at the time specified via the Everywhere Venues Platform. In certain jurisdictions or instances, Everywhere Venues may offer you a different time or trigger for payment. The time it takes to receive Payouts once released by Everywhere Venues may depend upon the Payout Method you select. Everywhere Venues may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.

• 7.4  Your Payout for a booking will be the Venue Fee.
• 7.5  Everywhere Venues will remit your Payouts in Australian Dollars. Amounts may be rounded up or down as described in Section 10.5 (“Rounding Off”).
• 7.6  For compliance or operational reasons, Everywhere Venues may limit the value of each individual Payout. If you are due an amount above that limit, Everywhere Venues may initiate a series of Payouts (potentially over multiple days) in order to provide your full payout amount.
• 7.7  In the event that a refund is due to a Visitor, Everywhere Venues will automatically deduct the amount of the refund from the collected Venue Fee. An additional cancellation fee may be charged to you if you cancel a visitor's booking
• 7.8  If you owe any amount to Everywhere Venues (e.g., as a result of your bookings, Booking changes, cancellations or other actions as a Visitor, Venue Manager or Venue Team Member), you authorise Everywhere Venues to collect these amounts from you by charging your nominated Payment Method
• 7.9  Any funds collected by Everywhere Venues will setoff the amount owed by you to Everywhere Venues and extinguish your obligation to Everywhere Venues. In addition to the amount due, if there are overdue amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to our collection of these overdue amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

8  Financial Terms for Visitors

• 8.1  You authorise Everywhere Venues to charge your Payment Method the Total Fee for any booking requested in connection with your Everywhere Venues Account. Everywhere Venues will collect the Total Fee in the manner agreed between you and Everywhere Venues via the Everywhere Venues Platform. Everywhere Venues will generally collect the Total Fees at the time of Instant Bookings or after the Venue Manager accepts your booking request.
• 8.2  The Total Fee will be deducted from your registered credit card in Everywhere Venues at 60 days prior to venue start time/date, if the booking was made before 60 days prior to venue start time/date. If the credit card transaction fails, the booking will be automatically cancelled.
• 8.3  If a requested booking is cancelled either because it is not accepted by the Venue Manager or you cancel the booking request before it is accepted by the Venue Manager, any amounts collected by Everywhere Venues will be refunded to you. The timing to receive the refund will vary based on the Payment Method and any applicable payment system rules.
• 8.4  You authorise Everywhere Venues to perform the Payment Method verifications described in these Terms, and to charge your Payment Method for any bookings made in connection with your Everywhere Venues Account. You hereby authorise Everywhere Venues to collect any amounts due by charging the Payment Method provided at checkout, either directly by Everywhere Venues or indirectly, via a third-party online payment processor, and/or by one or more of the payment methods available on the Everywhere Venues Platform.
• 8.5  If Everywhere Venues is unable collect any amounts due via your selected Payment Method, you authorise Everywhere Venues to charge any other Payments Methods on file in your Everywhere Venues Account (unless you have previously removed the authorisation to charge such Payment Method(s)).
• 8.6  Everywhere Venues is not responsible for any fees that a Visitor’s third-party payment service provider may impose when Everywhere Venues charges the Visitor’s Payment Method, and Everywhere Venues disclaims all liability in this regard.

9  Appointment of Everywhere Venues as Limited Payment Collection Agent

• 9.1  Each Member collecting payment for services provided via the Everywhere Venues Platform (such as Venue Manager Services) (“Providing Member”) hereby appoints Everywhere Venues as the Providing Member’s payment collection agent solely for the limited purpose of accepting funds from Members purchasing such services (“Purchasing Members”).
• 9.2  Each Providing Member agrees that payment made by a Purchasing Member through Everywhere Venues, shall be considered the same as a payment made directly to the Providing Member, and the Providing Member will provide the purchased services to the Purchasing Member in the agreed-upon way as if the Providing Member had obtained the payment directly from the Purchasing Member. Each Providing Member agrees that Everywhere Venues may refund the Purchasing Member in accordance with the Everywhere Venues Terms.
• 9.3  Each Providing Member understands that Everywhere Venues obligation to pay the Providing Member is subject to and conditional upon successful receipt by Everywhere Venues of the associated payments from Purchasing Members. Everywhere Venues assures payments to Providing Members only for amounts that have been successfully obtained by Everywhere Venues from Purchasing Members in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Providing Member, Everywhere Venues assumes no liability for any acts or omissions of the Providing Member or any other person or entity.
• 9.4  Each Purchasing Member acknowledges and agrees that, notwithstanding the fact that Everywhere Venues is not a party to the agreement between you and the Providing Member, Everywhere Venues acts as the Providing Member’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Providing Member.
• 9.5  Upon your payment of the funds to Everywhere Venues, your payment obligation to the Providing Member for the agreed upon amount is extinguished, and Everywhere Venues is responsible for remitting the funds to the Providing Member in the manner described in these Payments Terms, which constitute Everywhere Venues agreement with the Purchasing Member. In the event that Everywhere Venues does not remit any such amounts, the Providing Member will have recourse only against Everywhere Venues and not the Purchasing Member directly.

10  General Financial Terms

• 10.1  Service Fees and Other Fees: Everywhere Venues collects the Service Fees according to the Everywhere Venues Terms. Where applicable, Everywhere Venues may also collect Taxes (such as GST in Australia) in respect of the Venue Fees.
• 10.2  Everywhere Venues may charge additional fees for use of certain Payment Services and any applicable fees will be disclosed to Members via the Everywhere Venues Platform.
• 10.3  Cancellations and Refunds: If a Visitor cancels a confirmed booking, Everywhere Venues will refund the amount of the Total Fees due to the Visitor pursuant to the Venue’s cancellation policy and as otherwise in accordance with the Everywhere Venues Terms of use (including the Visitor Refund Policy or Extenuating Circumstances Policy). Everywhere Venues will also initiate a Payout of any portion of the Total Fees due to the Venue Manager under the applicable cancellation policy.
• 10.4  If a Venue Manager cancels a confirmed booking, Everywhere Venues will provide the Visitor a full refund of the Total Fees within a reasonable time of the cancellation, usually within 10 business days.
• 10.5  If, as a Venue Manager, you cancel a confirmed booking, you agree that Everywhere Venues may collect any cancellation fees imposed pursuant to the Everywhere Venues Terms. In these instances, Everywhere Venues will treat your cancellation as a payment authorisation.
• 10.6  If a Venue Manager changes or cancels another Venue Service, Everywhere Venues will provide Visitors a refund according to the Everywhere Venues Terms.
• 10.7  All refunds may be subject to the Everywhere Venues Terms, Extenuating Circumstances Policy, and Visitor Refund Policy. If a Visitor or Everywhere Venues decides for any reason to cancel a confirmed booking pursuant to the Everywhere Venues Terms, Visitor Refund Policy, or Extenuating Circumstances Policy, you agree that Everywhere Venues will not have any liability for such cancellations or refunds aside from its obligations to remit refunds or Payouts pursuant to these Payments Terms.
• 10.8  If, as a Venue Manager, your Visitor cancels a confirmed booking or Everywhere Venues decides that it is necessary to cancel a confirmed booking, and Everywhere Venues issues a refund to the Visitor in accordance with the Visitor Refund Policy, Extenuating Circumstances Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, Everywhere Venues will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you and charging your Payment Method.
• 10.9  Rounding Off: Everywhere Venues may, in its sole discretion, round up or round down amounts that are payable from or to Members to the nearest whole functional base unit in which the currency is denominated (for example, to the nearest dollar, or other supported currency); for example, Everywhere Venues may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.
• 10.10 Payment Processing Errors: We will take reasonable and appropriate steps to rectify any payment processing errors which come to our attention. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payment Method used for the original Payout to or payment by you, so that you end up receiving or paying the correct amount.
• 10.11  Booking changes: If, as a Visitor, you owe additional amounts to Everywhere Venues due to a Booking change, you agree that Everywhere Venues may collect such amounts by charging the Payment Method used to make your booking (or, if that Payment Method is not available, through any other authorised Payment Method in your Everywhere Venues Account). If, as a Venue Manager, you owe Everywhere Venues any amounts due to a Booking change, you agree that Everywhere Venues may collect those amounts pursuant to Section 7 (“Financial Terms for Venue Managers”) and as otherwise permitted under these Payments Terms.
• 10.12  Collections: If Everywhere Venues is unable to collect any amounts you owe under these Payments Terms, Everywhere Venues may engage in collection efforts to recover such amounts from you. Everywhere Venues will deem any owed amounts overdue when:

(a) for authorised charges, 90 days have elapsed after Everywhere Venues first attempts to charge the Member’s Payment Method or the associated services have been provided, whichever is later; and

(b) for withholdings from a Venue Manager’s future Payouts, 180 days have elapsed after the adjustment is made to the Venue Manager’s account or the associated services have been provided, whichever is later. Any overdue amounts not collected within 180 days after they become overdue will be deemed to be in default.

10.13 You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to Everywhere Venues by you. Such communication may be made by Everywhere Venues, Everywhere Venues, or by anyone on their behalf, including but not limited to a third-party collection agent.

11  Taxes

• 11.1  In any jurisdiction where Everywhere Venues facilitates Collection pursuant to the Everywhere Venues Terms, you hereby instruct and authorise Everywhere Venues to collect Taxes (such as Goods and Services Tax) from Visitors on the Venue Manager’s behalf at the time the Venue Fees are collected. The sum of Taxes, if any, collected by Everywhere Venues will be visible to and stated separately to both Visitors and Venue Managers on their respective transaction documents.
• 11.2  When you register your Everywhere Venues account we will ask you to declare whether you are registered or not for GST. If you declare that you are registered for GST, you must include GST in the Venue Fee you set for your venue. Everywhere Venues will collect GST on your behalf. If you are registered for GST, you agree that we will send you a Recipient Created Tax Invoice (RCTI) for your records when we collect income on your behalf. Your RCTI will include the amount of venue fees and GST collected on your behalf. You agree to not send a separate tax invoice to a visitor for payments made and invoiced via the Everywhere Venues platform.
• 11.3  You expressly agree to release, defend, indemnify, and hold Everywhere Venues and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Taxes, including, without limitation, the applicability of, calculation, collection or remittance of Taxes in any amount or at all as to your transactions or Venues.
• 11.4  You agree that any claim or cause of action relating to Everywhere Venues facilitation of Collection shall not extend to any supplier or vendor that may be used by Everywhere Venues in connection with facilitation of Collection of Taxes, if any. Visitors and Venue Managers agree that we may require additional amounts from you in the event that the Taxes collected are inadequate to fully dismiss your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of Taxes collected by Everywhere Venues from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

12  Damage to Venues and Security Deposits

• 12.1  There is no facility to manage the collection of security deposits within the Everywhere Venues platform at this stage. This feature may be introduced in the future.
• 12.2  Venue Managers may request a Security Deposit for use of the Venue or to access venue keys and security codes. This may be processed outside the Everywhere Venues platform. Everywhere Venues accepts no role or responsibility in transactions that occur outside our platform. You are entirely responsible for administering the security deposit collection and refund process.
• 12.3  If you (as a Venue Manager) intend to process a security deposit outside the Everywhere Venues Platform, we suggest you use the Request Booking instead of Instant Booking so that you may confirm the booking request after receiving the Security Deposit via your preferred payment method.

13  Prohibited Activities

• 13.1  You are solely responsible for compliance with all laws, rules, regulations, and Tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you will not assist or enable others to:
• 13.2  breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or the Everywhere Venues Terms and Policies;
• 13.3  use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
• 13.4  register or use any Payment Method or Payout Method with your Everywhere Venues Account that is not yours or you do not have authorisation to use;
• 13.5  avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Everywhere Venues or any of Everywhere Venues providers or any other third party to protect the Payment Services;
• 13.6  take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
• 13.7  attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
• 13.8  violate or breach anyone else’s rights or otherwise cause harm to anyone.

14   Intellectual Property Ownership, Rights Notices

• 14.1   The Payment Services are protected by copyright, trademark, and other laws of Australia and other countries. You acknowledge and agree that the Payment Services, including all associated intellectual property rights, are the exclusive property of Everywhere Venues and its licensors.
• 14.2   You will not conceal, modify or remove any trademark, copyright, service mark or other proprietary rights notices incorporated in or accompanying the Payment Services. All trademarks, service marks, logos, trade names, and any other proprietary marks of Everywhere Venues used on or in connection with the Payment Services are trademarks or registered trademarks of Everywhere Venues in Australia and abroad. Trademarks, service marks, logos, trade names, and any other proprietary marks of third parties used on or in connection with Payment Services are used for identification purposes only and may be the property of their respective owners.
• 14.3   You will not use, alter, duplicate, adapt, or prepare imitative works to sell, administer, license, consign, publicly show, publicly present, transmit, broadcast, or otherwise exploit the Payment Services, except as expressly permitted in these Payments Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Everywhere Venues, or its licensors, except for the licenses and rights expressly allowed in these Payments Terms.

15   Feedback

• 15.1   Feedback is welcomed and you are encouraged to provide feedback, comments, and suggestions for improvements to the Payment Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Everywhere Venues Platform, or pursuant to Section 24 (“Contacting Everywhere Venues Payments”).
• 15.2   Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

16   Disclaimers

• 16.1   If you choose to use the Payment Services, you do so voluntarily and at your sole risk. The Payment Services are provided “as is”, without warranty of any kind, either express or implied.
• 16.2   Despite Everywhere Venues appointment as the limited payment collection agent of Providing Members for the purposes of accepting payments from Purchasing Members through the Everywhere Venues Platform, Everywhere Venues explicitly disclaims all liability for any act or omission of any Member or other third party. Everywhere Venues does not have any duties or obligations as agent for each Providing Member except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are expressly excluded.
• 16.3   If we choose to undergo identity confirmation on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
• 16.4   The disclaimers contained in these Payment Terms apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

17   Liability

• 17.1   You understand and agree that, to the maximum extent permitted by law, the total risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorise another person to use your Everywhere Venues Account in any way, you are responsible for the actions taken by that person. Neither Everywhere Venues nor any other party involved in making, generating or delivering the Payment Services will be legally responsible for any minor, unique, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or physical injury or emotional distress arising out of or in connection with:

(i) these Payments Terms,

(ii) from the use of or inability to use the Payment Services, or

(iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Everywhere Venues has been informed of the possibility of such damage, even if a limited remedy set forth within these terms is found to have failed of its essential purpose.

• 17.2   Except for our obligations to pay amounts to applicable Providing Members according to these Payments Terms, in no event or circumstance will Everywhere Venues’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services exceed the amounts you have paid or owe for bookings through the Everywhere Venues Platform as a Visitor in the twelve (12) month period earlier to the event giving rise to the liability. Everywhere Venues does not aggregate liability from your use of or inability to use the Payment Services  
• 17.3   Further, if you are a Venue Manager, the amounts paid by Everywhere Venues to you in the twelve (12) month period prior to any event giving rise to a liability is limited to one hundred Australian (AUD 100), if no such payments have been made. The limitations of damages set out above are crucial elements for the basis of the agreement between Everywhere Venues and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. This will not affect Everywhere Venues’’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, as to a crucial matter, or any other liability which cannot be excluded or limited under applicable law(s).

18   Indemnification

• 18.1   You agree to release, defend (at Everywhere Venues’ option), indemnify, and hold Everywhere Venues and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

(i) your breach of these Payments Terms;

(ii) your improper use of the Payment Services;

(iii) Everywhere Venues Collection of Taxes; or

(iv) your breach of any laws, regulations, or third-party rights.

Termination, Suspension, and other Measures

19   Termination, Suspension, and other Measures

• 19.1   This Agreement shall be effective for a 30-day term, after which it will automatically and continuously renew for subsequent 30-day terms until you or Everywhere Venues end the Agreement.
• 19.2   You may end this Agreement at any time via the “Cancel Account” feature on the Everywhere Venues Platform or by sending us an email. If you cancel your Everywhere Venues Account as a Venue Manager, Everywhere Venues will provide a full refund to any Visitors with confirmed booking(s). You may be charged cancellation fees for such cancellations. If you cancel your Everywhere Venues Account as a Visitor, Everywhere Venues will initiate a refund for any confirmed booking(s) based on the Listing’s cancellation policy.
• 19.3   Without limiting our rights specified below, Everywhere Venues may end this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
• 19.4   Everywhere Venues may immediately, without notice end this Agreement if:

(i) you have materially breached your obligations under this Agreement;

(ii) you have provided inaccurate, fraudulent, outdated, or incomplete information;

(iii) you have violated applicable laws, regulations, or third-party rights; or

(iv) Everywhere Venues believes in good faith that such action is reasonably necessary to protect other Members, Everywhere Venues, or third parties (for example in the case of fraudulent behavior of a Member).

• 19.5   In addition, Everywhere Venues may limit or temporarily or permanently suspend your use of or access to the Payment Services:

(i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or government body, or if

(ii) you have breached these Payments Terms, the Everywhere Venues Terms, applicable laws, regulations or third-party rights,

(iii) you have supplied incorrect, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, or

(iv) you and/or your Venues or Venue Services at any time fail to meet any applicable quality or eligibility criteria,

(v) you have continually received poor Ratings or Reviews or Everywhere Venues otherwise becomes aware of or has received complaints about your performance or conduct,

(vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or

(vii) Everywhere Venues believes in good faith that such action is reasonably necessary to protect the personal safety or property of Everywhere Venues, its Members, or third parties, or to prevent fraud or other illegal activity.

• 19.6   Everywhere Venues may:

(i)refuse to service, delete or delay any Venue Listings, Ratings, Reviews, or other Member Content;

(ii) cancel any pending or confirmed bookings;

(iii) limit your access to or use of the Everywhere Venues Platform;

(iv) temporarily or permanently revoke any special status associated with your Everywhere Venues Account; or

(v)temporarily or permanently suspend your Everywhere Venues Account.

• 19.7   In case of non-material breaches and where appropriate, you will be given notice of any measure by Everywhere Venues and an opportunity to resolve the issue to Everywhere Venues reasonable satisfaction.
• 19.8   If you are a Venue Manager and we take any of the measures described in this Section we may refund your Visitors in full for any and all confirmed bookings, irrespective of preexisting cancellation policies, and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
• 19.9   When this Agreement has been ended, you are not entitled to a restoration of your Everywhere Venues Account or any of your Member Content. If your access to or use of the Payment Services has been limited or this Agreement has been ended by us, you may not register a new Everywhere Venues Account or attempt to access and use the Payment Services through other an Everywhere Venues Account of another Member.
• 19.10   If you or we end this Agreement, the clauses of these Payments Terms that reasonably should survive termination of these Payments Terms will remain in effect.

20   Applicable Law and Jurisdiction

• 20.1   You accept that Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New South Wales, Australia for all disputes arising out of or in connection with this Agreement.

21   Dispute Resolution and Mediation Agreement

• 21.1   Disputes between Venue Managers and Visitors are not the responsibility of Everywhere Venues. Everywhere Venues may use reasonable attempts, but is not obliged, to assist with resolution of disputes.
• 21.2   If any dispute arises between a Member and Everywhere Venues out of or relating to this agreement, including with regard to its existence, validity or termination, the parties must first in good faith use their best efforts to resolve it by discussion and agreement. Each party must make every good faith effort to meet and otherwise progress discussions aimed at resolving the dispute.
• 21.3   If a dispute remains unresolved within 28 business days of being notified to Everywhere Venues, Any party may by written notice to the other party to refer the dispute to mediation, in which case the following applies:

(i) the parties must participate in good faith in mediation of the dispute;

(ii) the mediation is to be administered by a mediator agreed by the parties or, failing agreement, administered by the Australian Disputes Centre (ADC) and shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to aDC (The Guidelines), and

(ii) The parties agree that no party may have recourse to arbitration or commencing litigation until the mediation has been completed.

• 21.4   The Guidelines are hereby deemed incorporated into these Terms. This clause shall survive termination of this agreement

22   General Provisions

• 22.1   Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between Everywhere Venues and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Everywhere Venues and you regarding the Payment Services.
• 22.2   No joint venture, partnership, agency, or employment relationship is present between you and Everywhere Venues as an outcome of this Agreement or your use of the Payment Services.
• 22.3   If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
• 22.4   Everywhere Venues’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Other than as expressly stated in these Payments Terms, the use of remedies by either party under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.
• 22.5   You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without Everywhere Venues’ prior written consent. Everywhere Venues may without restriction assign, transfer, or delegate this Agreement and any rights and obligations, at its sole discretion, with thirty 30 days’ prior notice (or two months’ prior notice for Members contracting with Everywhere Venues). Your right to end this Agreement at any time remains unaffected.
• 22.6   This Agreement does not and is not intended to extend to any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third-party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or changes to this Agreement.
• 22.7   Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and given by Everywhere Venues via email, Everywhere Venues Platform notification, or messaging service (including SMS).

23   Contacting Everywhere Venues

• 23.1   Appiwork Pty Ltd (trading as Everywhere Venues)

First Floor, 291 Stewart Street, Bathurst NSW 2795 Australia

• 23.2   These Payments Terms are available at www.EverywhereVenues.com/terms/payments_terms. If you have any questions about these Payments Terms, please email us.