Terms of Use

Last Reviewed: 1 May 2011

The www.ventracapital.com (the 'Website') is owned and operated by Ventra Capital Pty Ltd Ventra Capital Pty Ltd (ACN 624 943 675) and its affiliates and related corporations ('us', 'we', 'Ventra'). Your access to and use of the Website, and all services and any other functionalities, features or content offered from time to time by Ventra through or in connection with the Website (together, the 'Services') is conditional on your compliance with the terms, notices and disclaimers, as they may be modified or given by Ventra from time to time, contained in this document and elsewhere on the Website (together, the 'Terms of Use'). By using and/or accessing the Website, you agree to be bound by the Terms of Use and any modifications of them, whether or not you have registered as a user on Ventra ('Registered User').

We may, at our sole discretion, modify, add, or delete portions of the Terms of Use at any time without prior notice. All such modifications will be effective upon posting on the Website and any continued access or use by you of the Services or the Website (whether or not you are a Registered User) after the posting of any such modifications will constitute your agreement to the new Terms of Use. It is your responsibility to regularly check the Website to determine if there have been changes to the Terms of Use and to review such changes.

 

If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Services or the Website.

PLEASE READ THE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THEY INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS OF LIABILITY.

1.   Eligibility

The Services are intended solely for persons who are 12 years of age or older. Any Joining by, use of or access to the Website by anyone under 12 is unauthorised, unlicensed and in violation of the Terms of Use. By using the Services or the Website, you represent and warrant that you are 12 or older, your use of the Services does not violate any applicable law or regulation, and that you agree to and to abide by all of the terms and conditions of the Terms of Use.

2.   Joining

In consideration of your access and use of the Website, you agree to (a) provide accurate, current and complete information about yourself as may be prompted by the Website ("Login Information"); (b) maintain the security of your password and identification; (c) notify us immediately if you suspect unauthorised use of your account or access to your password; (d) maintain and promptly update the Login Information, and any other information you provide to Ventra, to ensure that it is accurate, current and complete; and (e) be fully responsible for all use of your account and for any actions that take place using your account.

3.   Your Conduct

You warrant that when accessing and/or using the Website you will not use, or permit any other person to use, any Services or Website for any purpose that is unlawful or prohibited by the Terms of Use.

Prohibited activity includes, but is not limited to:

  • restricting or interfering with any other users (including Registered Users) from using or enjoying the Services or Website;

  • breaching or circumventing, or attempting to breach or circumvent, any security measures on the Website (including 'hacking' those Website) or attempting to obtain access to unauthorised parts of the Website without prior written authorisation from Ventra;

  • using the Services or Website in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Website;

  • using automated scripts to collect information from or otherwise interact with the Services or the Website;

  • registering for more than one Registered User account, or registering for an account on behalf of an individual other than yourself without authorisation from that individual;

  • impersonating any person or entity, or falsely stating or otherwise misrepresenting yourself, your age or your affiliation with any person or entity;

  • soliciting personal information from anyone under 18 or soliciting passwords or soliciting personal information for commercial or unlawful purposes;

  • intimidating or harassing any other person;

  • using or attempting to use another Registered User account, service or system without prior written authorisation from Ventra, or creating a false identity on the Services or the Website;

  • using the Services or the Website for the purposes of conducting business or commercial activities;

  • framing or linking to the Website, without the prior written authorisation of Ventra; and

  • collecting email addresses or other contact information of other Registered Users from the Services or the Website by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.

You agree that Ventra prohibits and you agree not to access or use the Website or Services to:

  • provide any false, misleading or deceptive information;

  • violate any law or regulation, or cause Ventra to violate any law or regulation;

  • harvest or otherwise collect information about other users of the Website for any purpose other than expressly authorised by Ventra;

  • take any action that imposes an unreasonable or disproportionately large burden on the Website' infrastructure; or

  • deliberately distribute or execute any computer virus or any other program or code that disrupts or disables operations of the Website.

Ventra reserves the right to investigate and take appropriate action against any person who, in Ventra's sole discretion, violates the Terms of Use, including, without limitation preventing further access to the Services or Website and/or reporting you to the appropriate law enforcement authorities.

4.   Registered User Content on the Website

You are solely responsible for any material, communication, information (including your profile details), messages, files, notes, text, other content (together, 'Registered User Content') that you upload, post, transmit, share, store or otherwise make available (hereinafter, 'post') on or through the Services or the Website.

You represent and warrant that (a) you have all the necessary rights to post the Registered User Content on the Services; (b) you will not post any illegal or prohibited Registered User Content; and (c) the posting of your Registered User Content on or through the Services will not infringe, violate or contravene any third party rights (including, without limitation, copyright, trademark, privacy, publicity or other intellectual property or proprietary rights).

5.   Proprietary Rights in Website Content

All content on the Website and available through the Services, including designs, text, graphics, pictures, video, information, applications, software, music, audio and other files, including their selection and arrangement, but excluding any of your Registered User Content ("Website Content"), is the proprietary property of Ventra, its Registered Users or its licensors and is protected by Australia and international intellectual property law.

You must not:

  • copy, modify, adapt, resell or distribute any Registered User Content;

  • engage in any commercial use of Registered User Content, unless such use is expressly approved in writing by Ventra;

  • make any form of representation, including through linking or framing, that could mislead or deceive a person that Registered User Content is from a source other than the Website;

  • make any use of or access to the Website by any automatic tool, including 'spiders', 'crawlers', 'robots' or offline browsing tools without the prior consent of Ventra; or

  • make any use of or any access to the Website or the Services by any means contrary to the commercial interests of Ventra.

6.   Trademarks

Ventra may revoke the limited license granted under this section, at any time in its sole discretion and without any prior notice, if we believe that you are breaching any provision of these Terms of Use. Nothing in this section limits any right of Ventra to suspend or terminate your Registered User account pursuant to clauses 4 and 15.

7.   Infringement Policy

Ventra adopts a policy of terminating, in appropriate circumstances and at Ventra's sole discretion, Registered User accounts that are deemed to be repeat copyright infringers. Ventra may also at its sole discretion limit access to the Website and/or terminate the Registered User accounts that infringe any intellectual property rights of others, whether or not there is any repeat infringement.

8.   Third Party Website and Content

The Website may contain (or you may be sent through the Website or the Services) links to other websites ("Third Party Website"). Such Third Party Website are not under Ventra's control, and Ventra assumes no responsibility for any Third Party Website or content accessed through the Services or the Website nor for investigating, monitoring or checking such Website or their content for accuracy, currency, appropriateness, or completeness.

Inclusion of or linking to any Third Party Website, or permitting any of the foregoing, does not imply any endorsement or approval of the website or link by Ventra. You agree to access any Third Party Website from the Website entirely at your own risk.  You should also ensure that you review the terms and policies that govern your use and access to such Third Party Website

9.   Registered User Disputes

You are solely responsible for your interactions with other Ventra Registered Users. You agree that Ventra will not be responsible for any loss or damage incurred as a result of any such interactions with respect to other Registered Users' use or disclosure of your personal identifiable information.

10. and 11.

Intentionally leave blank.

12.   Privacy

Use of the Website and/or Services is also governed by our Privacy Statement, which is incorporated into these Terms of Use by this reference.

13.   Consent to Receive Electronic Communications

By using the Website and/or Services, you consent to receive certain communications via email, mobile text or electronic messaging. These communications may include notices about your Registered User account (e.g., change in password, confirmation e-mails and other user account settings) and information concerning or related to the Services. We may also send marketing communications to you in accordance with our Privacy Statement. You may opt-out of receiving marketing communications via email by clicking on the unsubscribe link at the bottom of the email or in your Profile Settings. You agree that any notice, agreements, disclosure or other communications relating to your account, the Website or the Services that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

14.   Disclaimers

Subject to any rights conferred by any applicable statute that cannot be excluded, restricted or modified ('Non-excludable Rights'), Ventra excludes all conditions and warranties implied by custom, law or statute.

Except as provided for by any Non-excludable Rights:

  • the Services, Website and Website Content is provided 'as is' and without warranties of any kind, either express or implied;

  • Ventra and its affiliates expressly disclaim any and all representations or warranties of any kind, either express or implied, including implied warranties of title, merchantability, fitness for a particular purpose or non-infringement;

  • Ventra does not warrant that the features contained in any Website, Registered User Content or your access to the Website will be uninterrupted, timely, reliable, current, secure, or error-free, nor that any defects will be corrected or that the Services or servers which store and transmit content to you are free of viruses or any other harmful components;

  • Ventra does not warrant or guarantee the accuracy, adequacy or completeness of any information or content on the Services or Website nor any specific results from your access or use of the Services, the Website or any features of the foregoing;

  • Ventra does not assume any obligation to monitor the activities of Registered Users on the Website or the Services;

  • reference to any products, services or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof or any affiliation with Ventra;

  • under no circumstances will Ventra be responsible or liable for any loss or damage, including any loss or damage to any Registered User Content or personal injury or death, resulting from any person's use of the Website or the Services, any Registered User Content or Third Party Content posted on or accessed through the Website or the Services, or any interactions between Registered Users of the Website; and you acknowledge and agree that you obtain content, material, information or applications from or through the Services or Website at your own risk and that you are solely responsible for your use of such items and any damage, loss or other harm of any kind that may result from such use or reliance.

Ventra reserves the right to modify or remove any and all content, material, information or applications and other items used or contained in the Website and any Services offered through the Website at any time without prior notice.

15.   Limitation of Liability

Except for liability under any Non-excludable Rights, under no circumstances will Ventra or its affiliates be liable (however arising whether in contract, negligence of Ventra, its affiliates, officers, directors, employees or agents, under statute or otherwise) for any losses, damages, costs or expenses whatsoever which result from any use or access of, or any inability to use or access, the Website or the Services, or any content, material, information or applications on or accessed through the Website or Services (including Registered User Content and Third Party Content and Website), even if Ventra has been advised of the possibility of such damages or that such damages were foreseeable.

You acknowledge and agree that Ventra has limited or no control over Registered Users of the Services or the Website and is neither liable for any Registered User's conduct, whether online or offline, nor for any content, material, information or applications on or accessed through the Website or Services (including Registered User Content and Third Party Content and Website), whether posted or caused by Registered Users, Ventra, third parties or any other program associated with the Website or the Services, including any content which may be offensive, inappropriate, defamatory, obscene, unlawful or otherwise objectionable.

To the fullest extent permitted by law, Ventra's liability for breach of any Non-excludable Rights is limited at the option of Ventra to one or more of the following:

  • in the case of services, (a) the supply of the services again, or (b) payment of the cost of having the services supplied again; and

  • in the case of goods, (a) the replacement of the goods or supply of equivalent goods, (b) the repair of such goods, (c) the payment of the cost of replacement the goods or of acquiring equivalent goods, or (d) payment of having the goods repaired.

16.   Termination

You may terminate your Registered User account at any time, for any reason, by giving written or email notice to Ventra.

Ventra may suspend, terminate or prohibit your access to or use of the Services or Website, or your Registered User account, delete your Registered User profile and any Registered User Content or information that you have posted on the Website, for any reason or no reason, at any time in its sole discretion, without any prior notice, including if we believe that you have contravened any provision of the Terms of Use. Where we have been notified that a Registered User has died, we may, but are under no obligation to, keep the Registered User's account active under a special status for a period of time as determined in Ventra's absolute discretion, or take such actions as may be necessary to transfer the account to the rightful owner after death. 

Even after your Registered User account is terminated, the provisions of the Terms of Use will remain in full force and effect, including sections 3, 4, 5, 6, 7, 8, 9, 13, 14, 15, 16, 18, and 19. 

17.   Governing Law

By accessing and using the Website or the Services, you agree that the laws of Australia, without regard to the principles of conflict of laws, will govern the Terms of Use and any dispute of any sort that might arise between you and Ventra or its affiliates.

You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

18.   Indemnity

You agree to indemnify and hold harmless Ventra, its affiliates and related corporations, and each of their directors, officers, agents, contractors, partners and employees, from and against all losses, liabilities, claims, demands, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with your access to or use of the Services or Website, including without limitation any Registered User Content, any Third Party Website or content you post or share on or through the Website (including through the Sharing Facility), your conduct in connection with the Services or the Website or with other Registered Users of the Services or the Website, or any violation of the Terms of Use or of any law or the rights of any third party.

19.     Definitions and Interpretation

Unless otherwise specified, the terms "includes", "including", "e.g.", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in the Terms of Use with the initial letter(s) capitalised will have the meaning attributed to them in these Terms of Use.

20.   Your Contact Information

Do not hesitate to contact us should you have any concerns or questions regarding the Terms of Use.

21.   Miscellaneous

The Terms of Use constitute the entire agreement between you and Ventra regarding the use of the Website and/or the Services, superseding any prior agreements between you and Ventra relating to your use of the Website or the Services.

Any failure of Ventra to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance.

If any provision of the Terms of Use is held invalid or unenforceable by a court of law, then that provisions will be deemed severable from the Terms of Use and such invalidity or unenforceability will not affect the remainder of the provisions of the Terms of Use which will continue in full force and effect.

A person who is not a party to these Terms of Use shall have no rights under the Contracts (Rights of Third Parties) Act to enforce any of its terms, except for Ventra affiliates and related corporations.