Cityguide

Advertiser Terms & Conditions

Cityguide is operated by Infocraft Pty Ltd trading as CITY GUIDE ABN 70 643 667 412 (we, our or us). We provide a platform to host advertisements that list and/or promote upcoming live events in the greater Adelaide region for users (Users) to browse. This Service is provided via our website at: www.cityguide.com and our mobile application, and may also be available via social media and email (together the Platform). You wish to advertise your event (Event) on our Platform.

In these Terms, you (Advertiser, you or your) means the person, natural or legal, who has subscribed for Membership with us. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

 

Acceptance

You accept these terms and conditions (Terms) by clicking a box on our Platform indicating your acceptance when you sign up for a Plan.

If you access or download our mobile or tablet application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service; or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

 

Creating an account

To become an advertiser, you must: (1) create an administrative account (Account) on our Platform; and (2) subscribe to a set of services offered by us (a Plan) for a period of time (Membership Period) and for the applicable fee (Membership Fee). We may offer Plans with no Membership Fee.

We may require you to provide information when registering for an Account and requesting a membership such as your name, job title, email address, organisation, registered business name, username, email address, location, ABN, and payment authorisation details and you must choose a password. You may also be asked to provide your preferences regarding the categories of events that you would like your Event to be listed in.

At our sole discretion, we may refuse to allow any person to create an Account. If you have chosen a paid Plan, your Account will only be activated on payment by you of the Membership Fee.

You must provide accurate, current and complete information during the account registration process and you must update such information to keep it accurate, current and complete.

You are responsible for keeping your Account details and your password confidential and you will be liable for all activity on your Account, whether or not you authorised such activities or actions.

You will immediately notify us of any unauthorised use of your Account.

 

Services

We will: (1) host the Platform; (2) display the advertising material you provide to us in accordance with these Terms (Advertisements) on our Platform; (3) create listings of live events using Advertisements provided to us by you; and (4) provide to you the services set out in your Plan (together the Services).  

Dependent on the Services in your Plan, you being able to, amongst other things:

  1. upload and edit Events;
  2. 'tag' other advertiser’s accounts to share event data access;
  3. ‘tag’ your Event so that its visibility and locations on our Platform are optimised;
  4. create and edit a profile page (Profile Page) for a venue, organisation, artist and/or festival;
  5. upgrade your Event listing; and
  6. create paid promotions.

You agree that our Services are limited to those set out in your Plan.

We are not a party to any agreement entered into between you and any User. We are not a referrer or booking agent, and provide no such related services. We have no control over the conduct of advertisers, Users or any third party using the Platform and our services. We disclaim all liability in this regard, as set out in these Terms.

Any agreement between you and a User including for the booking of tickets to your Event is solely between you and the User.  You agree that it is not part of your agreement with us.

 

Plans

We offer various Plans as set out on the Platform. In addition to the Plans, you may upgrade an Advertisement in accordance with the individual options and pricing options listed on our Platform from time to time or purchase additional add-ons (Upgrades).

You may also change the tier of your Plan at any time through the Platform. This will affect your Membership Fee as set out in these Terms.

We reserve the right to delete your Profile Page if you downgrade to a Plan where a Profile Page is not included.

On the expiry of the Membership Period, these Terms will automatically be renewed for subsequent periods of the same length as the initial Membership Period (each a Renewed Membership Period), unless either Party provides written notice before the end of the initial Membership Period or the end of the then-current Renewed Membership Period (as applicable) that it does not wish to renew these Terms.

 

Free Trial

We may offer a free trial period (Free Trial) designed to allow you to evaluate the Services and make sure they are right for you. If you are eligible for a Free Trial, it will start on the date that you create your Account and last for the period set out on the Platform (Trial Period).

We have the right to terminate any Free Trial if we determine (acting reasonably) that you or any person associated with you, by virtue of employment or otherwise, are misusing the Services.

You may terminate your Free Trial at any time during the Trial Period.

At the end of the Trial Period, your Account will be deactivated, and we will have no obligation to continue providing the Services to you, unless you notify us on the Platform that you wish to continue using the Services beyond the Trial Period, in which case, if your chosen Plan requires payment of a Membership Fee, you must pay such Membership Fee and you agree to be bound by the terms of these Terms for the duration of your Membership Period.

 

Payments 

You agree to pay Membership Fees and any Upgrade Fees by credit card or any other payment method set out on the Platform in accordance with these Terms.

You agree to pay the Membership Fee on the date you subscribe to a paid Plan and then in advance of the billing cycle for your Plan (Payment Date). In some cases, your Payment Date may change, for example, if payment is unable to be processed or if your membership began on a day not contained in a given month, or if your Payment Date falls on a weekend or public holiday (in which case you may be charged on the next working day).

The fees for any requested Upgrades (Upgrade Fees) will be set out on the Platform and you must pay Upgrade Fees on the day that you request the Upgrade.

 

Changing Plan tiers

Upgrades: If you choose to change your Plan’s tier by upgrading, you will be charged a pro rata amount of the new Membership Fee for the number of days remaining until the next Payment Date and once paid you will have access to the new Plan features. From the next Payment Date on, you will pay the new Membership Fee for your Plan.

Downgrades: If you choose to change your Plan’s tier by downgrading, the downgrade will become effective on your next Payment Date, when you will be charged the Membership Fee for the new Plan. You will continue to have full access to all of the features of the original Plan until the next Payment Date.

At our discretion, we may agree to allow you to pay the Membership Fees and/or Upgrade Fees by issuing you an invoice or providing you with our bank account details for a bank transfer. You agree to make payment of the relevant fees in the invoice in accordance with the payment terms of the invoice. At our discretion, for payments made via invoice, we may require payment of the relevant fees before allowing you access to the relevant Service.

You must not pay, or attempt to pay through any fraudulent or unlawful means.

If any payment has not been made by you in accordance with these Terms, we may (at our absolute discretion), after a period of 5 business days, cease providing the Services to you, and recover, as a debt due and immediately payable from you, our additional costs of doing so.

You agree that we may vary the Membership Fee by providing 30 days’ written notice to you of such variation and the variation will come into effect on the next Payment Date after the notice period has expired.

You must pay any applicable GST at the same time as paying a relevant amount.

 

Your obligations and warranties

Any Advertisement uploaded by you onto the Platform must include all relevant information pertaining to the particular Event, including the date, time, venue and location of the venue at which your Event is being held.

You warrant that:

  1. any description relating to you and your event in the Advertisement is true and accurate and is not misleading or deceptive in any way;
  2. the Advertisement does not contravene any law or regulation and is not defamatory;
  3. the Advertisement will at all times comply with all relevant advertising standards guidelines and regulations;
  4. you have all necessary consents, approvals and authority to include any link which is contained in your Advertisement;
  5. you have all the necessary consents, approvals and authority to licence and to use all Intellectual Property you, or your agents or contractors provide to us for the purpose of us providing the Services;
  6. you have full legal capacity, right, authority and power to enter into these Terms and to perform your obligations under these Terms;
  7. by creating an Account and/or uploading an Advertisement onto the Platform, you are duly authorised to represent the entity, venue or event which is the holder of the Account or the subject of the Advertisement;
  8. all information and Intellectual Property that you provide to us does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other Intellectual Property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute a breach of any agreement with any other person or entity; and
  9. these Terms constitute a legal, valid and binding agreement, enforceable in accordance with their terms.

You acknowledge and agree that:

  1. you use the Platform or our Services at your own risk;
  2. the provision of the Platform or our Services may be contingent on, or impacted by, third parties, suppliers or other subcontractors (Third Party Inputs), and despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible and will have no Liability for any default or breach of these Terms or any law if such default or breach was caused or contributed to by any Third Party Inputs;
  3. in your Advertisement you will, when relevant, provide a link, that is current and accurate, to the webpage from which tickets can be bought for your Event. You are not permitted to include any other links in your Advertisement without our prior approval;
  4. to the maximum extent permitted by law, these Terms exclude all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in these Terms; and
  5. the technical processing and transmission of the Services, including Member Data, may be transferred unencrypted and involves:
    1. transmissions over various networks; and 
    2. changes to conform and adapt to technical requirements of connecting networks or devices;

You agree that in circumstances where:

  1. you share the management of data related to your Advertisement with a third party;
  2. you permit, either by act or omission, a third party to refer to your Advertisement;
  3. you permit, either by act or omission, a third party to link other content and/or another advertisement to your Advertisement,

you will be responsible for ensuring that your Advertisement does not breach these Terms and you agree to waive and release us from and against, and to indemnify us against, all Liability arising as a result of such actions.

You agree that, to the extent that you have allowed a third party to access and/or collaborate with your Member Data, you will use your best endeavours to ensure good co-operation between the third party and you. We are not responsible for your sharing of Member Data or any disputes that arise from using this feature. In the case of disagreement between the parties, we may intervene in order to try and resolve the dispute amicably.

We reserve the right to remove a third party’s access to your Event data and to un-tag third parties from your Event.

You acknowledge and agree that we may provide our Services to other entities and other entities whose events may compete with yours.

 

Your consumer law rights

Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in these Terms excludes your statutory rights as a consumer under the ACL.

You agree that our Liability for the Services is governed solely by the ACL and these Terms.

Subject to your Consumer Law Rights, we exclude all implied warranties, representations and guarantees of any kind (whether statutory or otherwise), unless expressly stipulated in these Terms.

Subject to your statutory rights, all amounts paid by you for the Services are non-refundable.

This clause will survive the termination or expiry of these Terms.

 

Our obligations

On approval by us of your Advertisement or as soon as is reasonably practicable thereafter, we will publish your Advertisement on our Platform.

We will use our best endeavours to market the Platform and to drive Users to view the Platform. However, you acknowledge and agree that we are in no way responsible for ensuring that Users view our Platform or your Advertisement and/or interact with either the Platform or your Advertisement in any manner whatsoever. You agree that you will not rely on our publication of your Advertisement for the generation of your revenue.

We will facilitate the availability of the Platform to you and to Users. You acknowledge that access to the Platform and Services may be disrupted and/or delayed from time to time.

We reserve the right, at any time and without prior notice, to remove or disable access to our Platform if you are in breach of these Terms.

We reserve the right to amend, alter and/or modify the content of any Advertisement if we reasonably deem the changes to be necessary.  The Advertisement as amended, altered and/or modified will only be published after we consult with you in respect of the changes made.

 

Advertisement approval

You agree that every Advertisement and/or changes made by you to an Advertisement must be submitted to us for our approval prior to the Advertisement or any changes you make being published on our Platform.

You agree that:

  1. we may decline to publish your Advertisement if we consider that it breaches these Terms in any way or is or would be, in our opinion, inappropriate for our audience and we may refuse to make any changes you request to any Advertisement if we consider that the changes would lead to a breach of these Terms; and
  2. we may withdraw our approval of your Advertisement if it breaches these Terms and immediately remove it from the Platform. We may give you notice of the breach and allow you to rectify it.

 

Prohibited conduct

You must not do, or attempt to do, anything:

  1. that is unlawful;
  2. that is prohibited by any laws which apply to our Platform or which apply to you or your use of our Platform;
  3. which we would consider inappropriate; or
  4. which might bring us or our Platform into disrepute, including:
    1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
    2. using our Platform to bully, stalk, intimidate, assault, mistreat, defame, harass, threaten, menace or offend any person;
    3. interfering with any user using our Platform;
    4. tampering with or modifying our Platform, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Platform, including using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Platform;
    5. anything that might violate any local, state, national or other law or regulation or any order of a court, including privacy regulations;
    6. using our Platform to send unsolicited email messages;
    7. scraping, crawling or employing any automated device to extract data from our Platform; or
    8. facilitating or assisting a third party to do any of the above acts.

 

Third party sites

The Platform may contain embedded content and links to websites operated by third parties. Unless expressly stated otherwise, we do not control, endorse or approve and are not responsible for the content on those websites. You should make your own investigations with respect to the suitability and accuracy of those websites.

 

Intellectual Property rights

We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

Unless otherwise indicated, you own all rights, title and interest (including intellectual property rights) in your Advertisement or any other material you upload to the Platform (Your Intellectual Property).

You grant us a non-exclusive, royalty-free, worldwide, non-transferable license to use Your Intellectual Property for the purposes of providing and marketing the Services, including the rights to copy, distribute, transmit, publicly display, reproduce, edit, modify, alter, translate and reformat the content of your Advertisement, to publish your Advertisement, with or without modification, on the Platform and through emails, to create our own marketing content using Your Intellectual Property and/or to incorporate it into a collective work. If we make modifications to Your Intellectual Property, we will use reasonable endeavours to do this in a way that we do not consider detrimental to the relevant Intellectual Property or your brand.

Unless otherwise indicated, we own all rights, title and interest (including intellectual property rights) in our Platform, Platform design and general content (Our Intellectual Property).

Your use of our Platform and your use of and access to any of our Services does not grant or transfer to you any rights, title or interest in relation to Our Intellectual Property.

You must not, without our prior written consent:

  1. copy or use, in whole or in part, any of Our Intellectual Property;
  2. reproduce, re-transmit, distribute, display, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
  3. breach any intellectual property rights connected with Our Intellectual Property, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website or platform, or creating derivative works from Our Intellectual Property.

You irrevocably, voluntarily and unconditionally consent to all or any acts or omissions by us, or persons authorised by us, concerning any and all of the moral rights made or to be made by you in relation to content that you provide to us which would otherwise infringe your moral rights.

 

Member Data 

Member Data: means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you into the Services.

As between you and us all Member Data is and remains your property.

You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Member Data during your Membership Period (and for a reasonable period after your Membership Period), to: 

  1. supply the Services to you (including to enable you to access and use the Services);
  2. diagnose problems with the Services; 
  3. enhance and otherwise modify the Services;
  4. perform Analytics;
  5. develop other services, provided we de-identify the Member Data;
  6. as reasonably required to perform our obligations under these Terms.

You acknowledge and agree that: 

  1. you must, at all times, ensure the integrity of the Member Data and that the collection and use of the Member Data is compliant with all laws; and
  2. we assume no responsibility or Liability for the Member Data. You are solely responsible for the Member Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to back up the Member Data.

You represent and warrant that: 

  1. you have obtained all necessary rights, releases and permissions to provide or have the Member Data provided to us and to grant the rights granted to us in these Terms;
  2. the Member Data is accurate and complete; and
  3. the Member Data (and its transfer to and use by us) as authorised by you, under these Terms does not violate any laws (including those relating to electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity.

 

Analytics

Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it: 

  1. does not contain identifying information; and
  2. is not compiled using a sample size small enough to make the underlying Member Data identifiable. 

We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.

 

Liability

Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

  1. your acts or omissions;
  2. any breach by you of these Terms;
  3. any use or application of the Platform or Services by a person other than you, or other than as reasonably contemplated by these Terms;
  4. any works, services, goods, materials or items which do not form part of the Platform or Services, or which have not been provided by us;
  5. any defect, error, omission or lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Platform or Services;
  6. any delay in us providing our Services to you, for whatever reason;
  7. incorrect information of any nature whatsoever provided by you on our Platform;
  8. event details being changed;
  9. tickets for your Event being unavailable;
  10. your failure to make changes to your Advertisement and submit them to us for our review; and /or
  11. any event outside of our reasonable control.

We will not be liable to you for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data.

This clause will survive the termination or expiry of these Terms.

 

Indemnity

To the maximum extent permitted by law, you will indemnify us, and hold us harmless, against any Liability suffered by us arising from or in connection with your use of our Platform or Services or any breach of these Terms or any applicable laws by you. It is not necessary for us to suffer or incur any liability before enforcing a right of indemnity under these Terms.         

This clause will survive the termination or expiry of these Terms.

 

Termination

You may cancel your Account and terminate these Terms at any time via the “Cancel Account” feature (or similar) on the Platform.

If you terminate these Terms, then:

  1. to the maximum extent permitted by law, there will be no refunds or credits for any unused Services (or part thereof);
  2. you agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination; and
  3. you agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).

At our sole discretion, we may suspend your Account or terminate these Terms immediately if you are in breach of these Terms, any applicable laws, regulations or third-party rights. Where possible in our discretion, we will suspend your Account and give you 10 days’ notice to rectify any conduct which we deem in our sole discretion to be unacceptable.

We may also terminate these Terms at our convenience by giving you 30 days’ notice. To the extent that these Terms are terminated at our convenience:

  1. you will not be liable for any further Membership Fee; and
  2. you will be entitled to use our Services until the end of the month for which your Membership Fee was paid.

 

Notice regarding Apple

To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to:

  1. product liability claims;
  2. any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and
  3. claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

You agree to comply with any applicable third-party terms when using our mobile application.

Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as a third-party beneficiary of these terms.

You hereby represent and warrant that:

  1. you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and
  2. you are not listed on any U.S. Government list of prohibited or restricted parties.

 

General

Assignment: You may not assign, transfer or delegate your rights and obligations under these Terms without our prior written consent. We may without restriction assign, transfer or delegate our rights and obligations under these Terms with 30 days’ prior notice.

Competitors: You are prohibited from using our Platform and/or Services, including the information and materials available on it, in any way that competes with our business. If you breach this term, we will hold you responsible for Liability we suffer, and hold you accountable for any profits that you may make from non-permitted use.

Complaints: If you wish to make a complaint in relation to our Services or Platform or any event we display on our Platform, please contact us using the details below and provide us with full details of the complaint. We will promptly investigate your complaint and respond to you in writing.

Discontinuance: We may, at any time and without notice to you, discontinue our Platform, in whole or in part. We may also exclude any person from using our Platform, at any time at our sole discretion. We are not responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) you may suffer arising from or in connection with any such discontinuance or exclusion.

Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with an authorised representative from the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this clause).

Entire agreement: Subject to your Consumer Law Rights, these Terms contains the entire understanding between you and us, and we agree that no representation or statement has been made to, or relied upon by, either of us, except as expressly stipulated in these Terms, and these Terms supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and your obligations under it.

Joint and several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under these Terms.

Jurisdiction: Your use of our Platform and these Terms are governed by the laws of South Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in South Australia and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.

Notices: Any notice given under these Terms must be in writing and addressed to us at the details set out below or to you at the details provided when setting up your account. Any notice may be sent by email and will be deemed to have been served at the time of transmission in the case of email.

Online execution: These Terms may be executed by means of such third party online document execution service as we nominate, subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

Severance: The provisions of these Terms are severable and if any provision in these Terms is held to be void, invalid, illegal or unenforceable, that provision is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Variation: We may modify these Terms from time to time by notifying you by email or via notification to your Account. By continuing to use the Platform after such modification, you agree to the amended terms. If you do not agree to the modifications, you may terminate these Terms in accordance with the Termination clause in these Terms, provided that

  1. you will not be liable for any further Membership Fee; and
  2. you will be entitled to use our Services until the end of the month for which your Membership Fee was paid.

 

Trademarks

Cityguide is a registered trademark of Infocraft Pty Ltd. All rights reserved. This platform is operated by Infocraft Pty Ltd.

 

For any questions and for the delivery of notices, please contact us at:

Infocraft Pty Ltd trading as CITY GUIDE ABN 70 643 667 412

Email: policy@cityguide.com

Last update: 11 October 2021