Terms and Conditions 

January 2021

Terms & Conditions

Welcome to Smylee

We are excited to welcome you to Smylee! Our Terms of Service describe how Smylee Pty Ltd ACN 637 400 787 provides you with our Event management services. If you do not agree to abide by these Terms of Service, please do not use the Smylee App.

What we do:

Smylee helps people to honour their commitments to attend a meet up, event or other commitment by including a pledge to charity component when you agree to attend a Smylee Event. If a person cancels, does not show up as committed, or elects to donate anyway, that person agrees to pay the pledged amount to the nominated charity. This pledge works to make the world a better place, and as a reminder that keeping your commitments is the right thing to do.

Smylee lets you create or agree to attend a Smylee Event and requires you to pledge an agreed amount which will go to Charity if you do not attend as committed.

If you do attend the Event as agreed, your Pledged Amount is not paid. If you attend the Smylee Event and you still want to support the Charity, you can instruct Smylee to Donate Anyway and your Pledged Amount will be sent to the nominated charity.

If you do not attend the Event as agreed, your Pledged Amount is paid to Charity from your nominated credit card, along with any transaction fee applicable, stipulated at the time of pledging.

Definitions:

Charity is a registered Charity which is available to receive Pledges from Smylee.

Check-in Event Coordinator and all Guests must Check-in to the Event as agreed to confirm their attendance. A User’s failure to Check-in to an Event as required which includes cancelling or not showing up will lead to that User’s Pledge amount being deducted from the User’s credit card and paid to the nominated Charity. Section 6 of these Terms of Service set out methods Users can use to Check-in.

Donate Anyway is a feature included on the Smylee App which allows users to donate the Pledge Amount to Charity even though user successfully attended their Smylee Event.

Event or Smylee Event is an Event organised by a Smylee Event Coordinator using the Smylee Service.

Event Coordinator means a User who creates a Smylee Event, sets the Pledge Amount, nominates the charity and/or invites a Guest(s) to the Event.

Guest means a User who has received an invitation to attend a Smylee Event. Multiple Smylee Guests may attend a Smylee Event as invited by the Event Coordinator.

House Rules are the Smylee User Behaviour Rules that are published at www.smylee.us/houserules and are incorporated into these Terms of Service.

Invitation means an invitation for a Smylee Event initiated by an Event Coordinator and delivered to Guest(s) by the Smylee Service. An Invitation will include details for the Smylee Event including time and location, as well as the Pledged Amount and name of the Nominated Charity.

Payment Gateway means the third-party Payment Gateway provider such as Stripe and Apple Pay that will authorise and transfer the Pledged amount and Pledge Transaction Fee from a User’s credit card as specified and agreed in these Terms of Service. Smylee reserves the right to expand this definition to include any alternate or additional payment gateway service at any time.

Pledged Amount means an amount agreed to be paid to Charity that is set by the Event Coordinator and agreed to be paid by the Event Coordinator and by the Guest(s) invited to attend an Event should they fail to check-in. Pledge Transaction Fees imposed by the Payment Gateway provider and your financial institution will be added to the Pledge Amount.

Pledge Transaction Fee means the amount charged by the Payment Gateway provider to any Pledge transaction paid and any amount charged by a User's financial institution.

Privacy Policy means Smylee’s Privacy Policy available at www.smylee.us/privacy-policy/ which is incorporated into these Terms of Service.

Smylee Account means the account a User creates at registration for the Smylee Service.

Smylee App means the Smylee Service accessed by authorised iPhone and Android mobile devices.

Smylee Service is available on the Smylee App and other related websites and devices.

Smylee Business means the business operated by Smylee Pty Ltd.

Terms of Service means this Terms of Service which applies to all Users of the Smylee App. Additional terms will apply to Smylee Business partners, Charities, and other third-party service providers as well as to any new services that may be offered by Smylee.

Users or You(r) means any person who registers for a Smylee Account. Users must be human beings, not businesses, companies, or other non-human entity.

User Anti-Bullying and Anti-Harassment Policy means our policy that is available at www.smylee.us/anti-bullying-harassment that is incorporated into these Terms of Service.

User Content means any content a User posts or supplies to the Smylee Service.

User Information means any information a User supplies to Smylee, including but not limited to; name, address, email, telephone number, date of birth, credit card information, other billing information, your Events, Pledges, your activity on Smylee Service. Any Personally Identifiable Information (PII) that is collected by or for Smylee will be managed as set out in Smylee’s Privacy Policy.

1. How we provide the Smylee service:

These Terms of Service govern how we supply our Smylee Service to you and how all Users must behave with each other and with Smylee. 

Please read these terms carefully. If you do not agree to these terms you must not use the Smylee service.

2. Registering with Smylee

a. Smylee Service
Subject to Smylee’s rights of termination, Users may access the Smylee service provided that the User remains in compliance with these Terms of Service.

b. Smylee Account
At registration, each User will create a Smylee Account. Smylee Accounts must not be shared between Users. Smylee Users can share information about Smylee Events and invite others to Smylee Events using their Smylee Account.

c. Supply complete User Information
Users must provide up to date, accurate and complete information to Smylee at registration through their social media connection for a Smylee Account and as requested by Smylee. It is prohibited to supply or to use false or misleading information, or impersonate another person or company through use of the Smylee Service.

d. Update User Information
If information supplied to Smylee by a User changes over time, the User must promptly supply Smylee with updated and correct information.

e. Credit Card required for Pledges
Users must provide Smylee with up to date credit card information to use the Smylee Service which authorises a Pledged Amount plus any Transaction Fee to be deducted should a User fail to Check-in or choose to Donate Anyway can be selected for those that do attend as agreed in accordance with the Terms of Service.

f. Choose an appropriate name
Users will be identified by a name on the Smylee Service. If a User decides not to display their full name to other Users when using Smylee, the User may use a preferred name. Your preferred name must not intentionally or inadvertently cause confusion between your identity and someone else’s or include language that may be offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms of Service.

g. Minimum Age
Each User must be 16 years or older to use the Smylee Services. If Smylee becomes aware that a person under 16 has registered for the Service, Smylee will take action to remove that User’s account.

h. Protect your password
User must keep their Smylee account password and any linked social media passwords secure. Passwords should not be shared with anyone else.

i. Users are responsible for the access to, and security of their own account
Users are solely responsible for all activity on their Smylee Account, including payment of any Pledged Amount or acts initiated by a third party who has gained access but may not have been authorised by User.

3. Costs to use Smylee

a. Except as set out below, Users do not pay fees to Smylee to access or use the Smylee Service.

b. To confirm attendance at a Smylee Event a user must agree to pay the Pledged Amount and Pledge Transaction Fee(s) if the User fails to Check-in as agreed, or chooses to Donate Anyway.

c. At the time a User creates or accepts to attend an Event, Smylee will use its Payment Gateway to verify the Pledge Amount is available on the Users credit card.

d. The Pledged Amount includes:

i. Pledge Amount, which is payable to the User’s nominated Charity if a User does not Check-in as agreed or chooses to Donate Anyway

ii. Payment Gateway and/or financial institution Transaction Fees related to the Pledge payment. These fees are not paid to Smylee but to the Payment Gateway and/or other financial institutions involved with the Users Pledge payment.

e. If you agree to attend an Event and subsequently fail to attend, or fail to Check-in as required, the Pledge Amount plus any Transaction Fee will be deducted from your credit card. With the Pledge donated to the nominated Charity and the related Transaction Fee paid to the Payment Gateway/financial institution.

f. If Smylee is unable to withdraw a User’s Pledge Amount in the result of a failed Check-in, or Donate Anyway selection, the Payment Gateway will continue to try to deduct the Pledge Amount plus any applicable Transaction Fee, and the User will be unable to accept or create new event invites until the agreed amount has been cleared.

g. From time to time, Smylee may offer a new service that is subject to User fees. If any new Services are offered, Smylee will ask Users to agree to additional Terms of Service prior to User’s participation in any fee-based service.

4. Creating Smylee Events

a. Schedule Events
Smylee enables its Users to organise Events for themselves, and to invite others to join in activities, social and business Events of any size.

b. Smylee Event Coordinator
Any User can create and manage a Smylee Event as a Smylee Event Coordinator.

c. Creating Smylee Event
When a Smylee Event Coordinator decides to schedule an Event the Event Coordinator will use the prompts within the Smylee Service to:

i. Create a Smylee Event.

ii. Choose the location, time, date, Pledge amount and nominate a Charity for the Smylee Event.

iii. Invite other Users (Smylee Guests); Smylee Event Coordinators may invite users not registered with Smylee to a Smylee Event but the invited non-Smylee user must register for Smylee through social media to accept and RSVP to the Event in order to use the Smylee service.

iv. Smylee Events can be for any number of guests.

d. The Smylee Event Coordinator agrees that:

i. Event Coordinator has all permissions required to enter details for themselves and each Smylee Guest(s).

ii. All Smylee Event details are accurate and complete to the best of the Smylee Event Coordinator’s knowledge and have been accurately entered into the Smylee Service, and

iii. The Smylee Event Coordinator will always comply with House Rules.

e. Invitation from Smylee Event Coordinator

i. Invited Smylee Guests will receive an Invitation from Smylee with the Event, Pledge Amount, Transaction Fee and Charity details.

ii. The Invitation will allow Guest(s) to confirm or decline attendance to the Event and any Pledged Amount including the Payment Gateway Transaction Fee and any Financial Institution Fee applicable.

iii. The Invitation will be sent by Smylee through Email or SMS.

iv. Guest must RSVP to the Invitation using the method specified in the Smylee App for the commitment to the Pledge to become activated.

v. If the Payment Gateway cannot verify that the Pledged Amount is available on Users credit card, the Users attendance at the Event will not be confirmed.

f. Smylee Guest Obligations

i. Each Guest must independently determine whether the Smylee Event is appropriate and safe for themselves to attend.

ii. When a Guest confirms they will attend the Smylee Event, the Guest agrees to pay the Pledge Amount plus any Transaction Fee and any Financial Institution Fee applicable should the Guest fail to Check-in as agreed or choose to Donate Anyway.

iii. Guest agrees to always comply with House Rules.

g. Confirming commitment to Smylee Event

i. Smylee Invitation will include the details selected by the Smylee Event Coordinator, namely the Date, Time, Location, Pledged Amount, Transaction Fee applicable and Charity nominated which will be paid as agreed if a Guest fails to Check-in to an Event as agreed or chooses to Donate Anyway.

ii. Guest must RSVP to the Invitation using the method specified in the Smylee App to confirm acceptance of the Event.

h. Changes to Smylee Event Time

i. Smylee Event Coordinator is authorised to change the Smylee Event time and date on a one-time only basis after Guest RSVP(s) have been accepted to an Event, provided that:

A. the new Event time is agreed to by all parties that have RSVP’d their attendance.

ii. Should any parties not agree to a change in the time, they will have the option to accept the new time or remove themselves from the event with no Pledge amount due

i. Changes to Venue

i. Event Coordinator can change the venue for the Event once prior to the Event being held. When changed, Guests will have the option to accept the new venue or remove themselves from the event with no Pledge Amount due.

ii. If the Event Coordinator would like to change the venue for the Event for a second time, they must cancel the Event and create a new Event with their pledge amount being due and any Guests Pledge amounts not due, unless they have requested to remove themselves from the Event prior to any changes being made.

5. Cancellation of RSVP by Event Coordinator or Guest

a. Cancellation of Attendance Prior to Event Commencement:

i. For Solo Events
For any Event with only the Event Coordinator attending, the User may cancel attendance but if cancelled or the User fails to Check-in as required, the Pledge amount will be payable.

ii. For two (or more) Users attending the Smylee Event
Any User may cancel their intention to attend at any time prior to the scheduled Event beginning using the method prompted by the Smylee App to remove themselves from the Event. The Pledged Amount plus any Transaction Fee or financial institution fee of the cancelling User will be donated to the nominated Charity as set out in these Terms of Service.

A. The Pledge of any non-cancelling User(s) will remain in place pending successful Check-in to the Event.

B. If only one User remains due to Cancellation(s) from other Users who have committed to attend, the one User remaining has the option to cancel the Event with no Pledge due, with the option to Donate Anyway.

iii. When Event Coordinator Cancels Event
The Event Coordinator will pay the Pledged Amount plus any Transaction Fee or financial institution fee applicable.

A. If cancelled Event had only one Guest, that Guest will have no Pledge Amount due, with the option to Donate Anyway; or

B. If the cancelled Event had multiple guests, the Event Coordinator must nominate a new Event Coordinator upon cancelling, and then pay the Pledged Amount plus any Transaction Fee due. The new Event Coordinator will stand in the shoes of the old Event Coordinator, and the Smylee Event will remain in place as originally specified allowing the other Guests to attend the Event as agreed.

b. Cancellation of Attendance Prior to Event Commencement Advised by Other User

i. Either the Smylee Event Coordinator or a Guest may advise Smylee that another User attending the event would like to cancel prior to the Smylee Event commencing

ii. In this case the User will use the cancel attendance by using the method prompted by the Smylee app where the User can nominate to remove a cancelling User from the attendee list

iii. Smylee app will notify the cancelling User nominated that another User has requested for them to be removed from the event. The cancelling User notified must “accept” or “reject” removal from the event, and;

A. In the case the User “accepts” to be removed from the event, the Pledged Amount plus any Transaction Fee or financial institution fee applicable will be deducted from the removed User’s credit card and the provisions of clause 5(a) shall apply; or

B. In the case the User “rejects” to be removed from the event, the Smylee Event will remain unchanged and in place for that User.

6. Check-in and the Smylee Attendance confirmation features

a. Smylee offers the Smylee Event Coordinator and/or Smylee Guest(s) multiple ways to Check-in to an Event.

i. Location enabled attendance
The Smylee User must ensure the GPS location functionality is activated for the Smylee app through their mobile phone device.

ii. Once the location enabled attendance is activated by the User the functionality will:

A. provide the User with an option to activate event participant tracking that allows all event attendees to see where each other are if that User has activated the tracking option as they make their way to the event location up to an 8 hour before the event start time and only until they arrive at the agreed event location or until the User’s Check-in time expires, whichever comes first

B. allow the User to activate or disable the event participant tracking at any time during the hour prior to the event at the Users discretion

C. allow the GPS location functionality to verify when the User is within 10 - 50 metres of the agreed event location and automatically update the Users Check-in status to “arrived”

D. once a User’s status has been changed to “arrived” the GPS location tracking will stop for that User and any tracking data collected while it was enabled will be deleted from the Smylee database, with the pin of that User displayed to others as frozen at the event location and will disappear once the Users Check-in time has expired

E. the User who has arrived can still track the other attendees who have activated their participant tracking during the hour prior to the event start time until they have also arrived or elect to deactivate the event participant tracking

F. then prompt the app to update the User’s reliability rating

G. provide the User with an option to Donate Anyway if they have successfully checked-in during the time agreed

iii. When the location enabled attendance is disabled by the User the functionality will:

A. Not work as indicated

B. Remove the location pin displayed on the map to other event attendees

b. The ability for a User to Check-in will be available at least 15 minutes prior to the start of an Event time scheduled and until the end of the Check-in time agreed for the Event.

c. Proximity to Host Attendance Confirmation feature the Smylee Event Coordinator and Guest(s) can confirm their attendance to an event by checking in when they are proximity to the host within their phone.

d. Location must be activated on the Users phone for this functionality to be enabled

e. The Users must be in close proximity for this feature to work

f. The Users Internet or WIFI must be accessible

g. Mobile Phone Working Order 
It is the responsibility of the Smylee Event Coordinator and/or Guest(s) attending that their own mobile phone device is in working order to allow a Check-in to be processed. If the GPS location feature has not be activated which requires Internet or WIFI access, allowing their phone to be recognised by the Smylee App and therefore attendance cannot be verified, the Pledged Amount and any transaction fee due will be payable.

h. Manual Check-in
The User’s attendance at the Smylee Event can also be manually confirmed by clicking on the “Check-in” button as indicated within the Smylee App if they have arrived at the agreed location. Once selected the Event Coordinator or Guest will be advised that the User has Checked in.

i. Failure to Check-in
Failure to Check-in to a Smylee Event will automatically result in the Pledge Amount plus any transaction fee being payable and deducted from the user who failed to Check-in’s credit card.

j. Everyone Checks in
Once the Smylee Event Coordinator and/or the Smylee Guest(s) have Checked-in, the Event status will be deemed as complete and any Pledged amount will not be deducted from the Event attending users’ card unless requested via the Donate Anyway functionality.

7. Processing Pledged Amounts:

a. Pledged Amounts will be:

i. paid directly to Charity through the Payment Gateway; and

ii. issue the User a receipt via email and within the app

8. Pledge to Charity

a. Smylee is a for profit company and is not registered as a Charity.

b. Smylee facilitates payments of Pledges made by Users to their authorised Charity partners only.

c. The Smylee Service receives Pledges from Users.

d. Pledge Amounts will be forwarded directly by the Secure Payment Gateway in accordance with these Terms of Service.

e. When a User’s Pledge is forwarded to a Charity, Smylee will, in compliance with Australian Tax Office requirements:

i. Issue a Tax Receipt to each User who has had their Pledge paid to Charity for their Event.

ii. Arrange for the Payment Gateway to issue a confirmation of payment of a User’s Pledge to Charity; or

iii. Provide some other confirmation of the payment of Pledge to Charity in a form allowed by the Australian Tax Office.

9. Disclaimer and Limitation of Liability

a. Smylee Service is provided AS IS.
To the extent allowed by law, the Smylee Service is delivered AS IS and without any kind of warranty (express or implied) including but not limited to any warranties of title, non-infringement, merchantability, and fitness for any purpose.

b. Smylee does not warrant or guarantee that:

i. The service will be secure from unauthorised access including but not limited to hacking or other unauthorised access.

ii. The service will always be available or available at all locations.

iii. Any defects or errors in the Service will be corrected.

iv. The service will be free from virus or other technology defect.

v. That the Service will be free from harmful or offensive content including content that breaches these Terms of Service and the House Rules.

vi. That all Smylee Users will abide by these Terms of Service and the House Rules. 

vii. Use of the Service will meet User’s expectations.

c. Use of Service at your own risk
Users agree that use of the Service is solely at Users own risk.

d. Smylee is not liable for any Smylee Event in any manner
The Smylee Event Coordinator and Smylee Guests are collectively responsible for the Smylee Event. Smylee does not bear and shall not accept any liability for any acts or occurrences at a Smylee Event or by a Smylee Event Coordinator, a Smylee Guest or any third party at a Schedule Event whether foreseeable or not.

e. Event Logistics
The description and arrangements required for a Smylee Event are the sole responsibility of the Smylee Event Coordinator(s) (and/or Smylee Guests if a joint project). 

f. Smylee is not responsible for acts or omissions at Smylee Events
Smylee and its officers and Directors will not be responsible or liable in any way, whether to the Smylee Event Coordinator or to the Smylee Guest(s) or any third party for: 

i. Event Coordinator or Guest(s) acts or omissions in the making, facilitating, or confirming Invitations to a Smylee Event; 

ii. any failure by the Event Coordinator, Guest or any third party to reserve, book, arrange facilitate, attend, or otherwise participate in a Smylee Event;

iii. the facilities and quality of Smylee Event or acts of any third parties at an Event; or

iv. any costs or expenses associated with a Smylee Event.

g. Limitation of Smylee Liability
In no Event will Smylee be liable to any User whether in contract or tort (including negligence) for breach of any duty or otherwise even if foreseeable, for any losses or damages directly or indirectly arising out of, or in connection with use of, or inability to use, the Smylee Service or any User Content including without limitation, any loss of profits, data, goodwill, sales, business revenue, anticipated savings, business opportunity, reputation, any business interruption, or any other direct, indirect, consequential, or special loss or damage.

h. Smylee may revise and/or discontinue the Services in whole or in part. Smylee reserves the right to change, suspend, or discontinue any portion or all the Services at any time, and for any reason. Smylee will not be liable to Users for the effect that any changes to the Services may have on its Users, or third parties including User or third-party reputation, income, or loss of opportunity.

i. Inappropriate Content

i. Users may come across content on the Smylee Service that the user finds offensive or inappropriate.

ii. Smylee makes no representations concerning any content posted by its Users as to the accuracy or appropriateness of any User Content.

iii. Smylee is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that User accessed through the Services.

iv. Users release Smylee and its Officers and Directors from all liability for any damages of any sort due to viewing or relying on User Content or other third-party content.

j. Inappropriate Contact

i. The Smylee Service encourages Users to contact each other online and in person to arrange Smylee Events and follow up.

ii. User agrees that Smylee does not screen users of Smylee Services and has no ability to endorse or verify attributes of its Users including how User may behave before, during or after a Smylee Event.

iii. User agrees that the Smylee Service is limited to enabling the creation of Smylee Events only and releases Smylee to the maximum extent permitted by law from any liability relating to your interactions with other Users.

iv. All Smylee Users agree to use their good judgement, to be careful and to exercise caution in all interactions with others, especially if User is meeting someone in person.

v. All Users must abide by the User Anti-Bullying and Anti-Harassment Policy

vi. Please contact us at support@smylee.us if you have a negative experience with another User using Smylee as defined by the Anti-Bullying and Anti-Harassment Policy found at https://smylee.us/anti-bullying/

k. Third-Party Services

i. Smylee Services contains links to third-party websites or services that we do not own or control (for example, links to Facebook and LinkedIn).

ii. Users may also need to use a third party’s product or service to use some of Smylee Services (like a compatible mobile device to use Smylee mobile apps).

iii. Smylee is not responsible for any services provided by a third party. When User accesses these third-party services, User does so at User’s own risk.

iv. The third parties may require User to accept their own terms of use. Smylee is not a party to those agreements; they are solely between User and the third party.

l. To the fullest extent permitted by law, Smylee excludes all conditions, warranties and or representations whether express or implied that may apply to the Site or to the Content on it.

m. Nothing in these Terms of Service will exclude or limit Smylee’s liability for any liability that cannot be lawfully excluded or limited.

10. Your Privacy

a. Privacy Policy
Smylee Privacy Policy https://www.smylee.us/privacy/ is incorporated into these Terms of Service and details of how information we collect from User and about User is used as we provide Smylee Services.

b. Collection, management, and processing information
By using Smylee Services, User agrees that we can collect, manage, and process information we collect including information that identifies User personally as set out in the Privacy Policy.

c. Smylee and Smylee Users can contact you.
User agrees that Smylee can contact User about the Smylee Service, as well as other Users of Smylee Service to arrange potential Smylee Events.

d. Third parties may receive details about User

i. Smylee, its associated Charities and third-party service providers may process personal information we receive about Smylee Users (for example, name, email etc) to provide Smylee Service.

ii. Each entity that receives personal information are separate and independent data controllers of User’s personal information under applicable law. Each party that processes User information is responsible for the personal information it processes in providing the Services.

11. Content

e. Reporting Unauthorised Content
If content that you own or have rights to has been posted to Smylee Services without your permission and you want it removed, you must:

i. contact us at support@smylee.us with a written description of the content at issue and your rights to such content

ii. Smylee will promptly investigate any complaint issue and if the complaint appears valid, we will take appropriate action including but not limited to removal of the content at issue from the Smylee Service.

f. Violation of House Rules including Inappropriate, False, or Misleading Content
User agrees that User will not post any content that violates Smylee's House Rules including content that we determine (in Smylee sole discretion) is abusive, discriminatory, harassing, racist, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of Smylee House Rules and these Terms of Service.

g. Removal of User Content
Smylee may take any legal remedy it sees fit including but not limited to removal of any User Content or other content with or without notice to User if Smylee (in its sole discretion) determines that content violates its House Rules or these Terms of Service.

h. Third party Content
Smylee may allow third parties including its service providers, business partners and advertisers to post content on the Smylee Service. Such content is the sole responsibility of the person or entity posting the material. Smylee takes no responsibility including but not limited to the accuracy, completeness of any third-party content on the Smylee Service including User Content.

12. Intellectual Property

a. Smylee Intellectual Property

i. Smylee is the owner or licensor of the Smylee Service.

ii. User will not take any action including but not limited to crawl, scrape, or spidering any page of the Services or to reverse engineer or otherwise attempt to obtain or interfere with the source code of the Smylee Services.

b. Malicious actions
User agree not to interfere with or try to disrupt Smylee Services in any way.

c. Use of Smylee Brands

i. The name "Smylee" and other Smylee brands, phrases, logos, and designs that are used in connection with Smylee Services, are trademarks, service marks, or trade dress of Smylee.

ii. If you would like to use Smylee brands or trademarks, please contact us at events@smylee.us to seek Smylee written permission.

d. Your ideas
It would be great to hear from you with suggestions and ideas you may have to improve Smylee Services. Unless otherwise agreed in writing, any unsolicited ideas or other materials you submit to Smylee (not including User Content) will be deemed to be non-confidential and non-proprietary to you and you will 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.

13. Termination

a. Termination by User
Users may terminate their account with Smylee at any time using prompts on the Smylee Service. If User has agreed to any Events and therefore has outstanding pledge amounts due, these will be payable prior to the app deletion.

The User will be emailed the receipts accordingly and removed from any agreed Events and the Event Guests will be notified. If the User was the Event Coordinator the role of Event Coordinator will be passed over to the first Guest who RSVP’d to the Event. Any Event Coordinator can provide a Guest with Event Coordinator access.

b. Effect of Termination
Terminating your account may not affect the availability of some or all terminating User’s User Content that was published on the Services prior to termination. A User’s historical reliability rating will be deleted and the User will be recognised as a new User should they create an account with Smylee in the future.

c. Termination by Smylee
We may terminate or suspend your account and your access to the Services at any time, due to breach of these Terms of Service or any other reason, without advance notice.

d. If User or Smylee terminate this agreement
User may lose any information associated with User’s account, including access to User’s Content.

14. Indemnification

a. In the Event Smylee incurs loss or damage of any kind due to User act or omission, User agrees to fully indemnify us and to hold Smylee, its Officers and Directors harmless from any legal claim or demand (including reasonable lawyer’s fees) that arise from your actions, your use (or misuse) of Smylee Services, your breach of these Terms of Service or your account’s infringement of someone else’s rights.

b. Smylee reserves its right to handle Smylee legal defence however it sees fit, even if User is indemnifying us. In addition, User agree to cooperate to the fullest extent reasonably necessary with Smylee in relation to any claim arising related to this indemnification obligation.

15. Disputes with other Users and third parties

a. Event attendance dispute
If a user fails to Check in, Smylee will deem that the user did not show up for the Event and Pledge Amount will be deducted as set out in these Terms of Service.

b. Smylee will not enter any dispute resolution process between its Users as to whether a Smylee Event was attended.

c. Disputes not related to Event attendance
If User is in a dispute with another Smylee user or with a third party in relation to the Smylee Service, we encourage User to contact the other party(ies) and try to resolve the dispute amicably.

d. Release of Smylee
To the maximum extent permitted by law, User agrees to release and fully indemnify Smylee, its officers and Directors from any claims, demands, and damages arising out of disputes between Users or third-party service providers related to the Smylee Service.

16. Disputes with Smylee

a. If any dispute or difference arises between User and Smylee as to the Smylee Service (excluding disputes as to Event attendance which will be settled as set out in section 15) and the dispute or difference (“issue”) is unable to be resolved by the parties by negotiation within thirty (30) days from the date one party received Notice from the other party giving details of the issue, then either party may require that the issue is referred to mediation by a single mediator qualified in the resolution of dispute of the type at issue who is nominated by Sydney Mediation Partnership (www.sydneymediation.com.au). Sydney, New South Wales will be location of any mediation.

b. Costs of Mediation
The costs incidental to mediation, including but not limited to mediation fees and venue fees will be divided equally between the parties to the mediation. Notwithstanding this, each party will bear its own costs for its professional advisors, including costs between solicitor and client and costs of any experts a party may elect to engage.

c. If after conclusion of mediation, the matter is not resolved to the satisfaction of any party, any party may then pursue any other legal remedy available.

17. General

a. Entire Agreement
These Terms of Service including all the policies that make up the Terms, supersede any other agreement between User and Smylee regarding the Services.

b. Inconsistency with content on Smylee Website
In the event of any consistency between these Terms of Service and any content on Smylee App or website, these Terms of Service will control to extent of the inconsistency.

c. Severance and Waiver
If any part of these Terms of Service is found to be unenforceable, that part will be limited to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. Smylee failure to enforce any part of the Terms is not a waiver of Smylee right to later enforce that or any other part of the Terms.

d. Assignment
We may assign any of Smylee rights and obligations under the Terms.

e. Relationship
These Terms do not create any agency, partnership, joint venture, employment, or franchisee relationship between User and Smylee

f. Revisions to these Terms of Service
We may update these Terms of Service from time to time. Changes will be effective upon the posting of the changes unless otherwise specified. Users are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.

g. Survival
Sections 9 (Disclaimer and Limitation of Liability), 10 (Privacy), 12 (Intellectual Property), 14 (Indemnification), 15 (Disputes with other Users and Third parties), and 16 (Disputes with Smylee) will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

h. Notices
All Notices shall be in English and in writing and delivered by email

i. to User at the email supplied to Smylee by User; and

ii. to Smylee at info@smylee.us

i. Compliance with Law
Users agree that User will not use the Service to break or infringe any laws including but not limited to those related to intellectual property, stalking, harassing, and otherwise threating any other person.

j. Governing Law
These Terms are governed by the laws of Victoria, Australia. The venue for any dispute resolution related to these Terms of Service shall be in Melbourne, Australia. These laws and this choice of venue shall apply no matter where in the world a User lives, but if User lives outside of Australia, User may be entitled to the protection of the mandatory consumer protection provisions of their jurisdiction.

If you have any questions about these Terms of Service, please email us at support@smylee.us