1.1. Spoon it Forward is an iOS and Android platform (the “Application”) that uses location based smart phone technology to provide users of the Application with the opportunity to search, rate and review restaurants on the basis of the individual dishes that they offer (the “Services”).
1.2. The Application is operated by Treehouse Projects Pty Ltd (ACN 604 604 220) t/as Spoon It Forward (“Spoon it Forward”). Access to and use of the Application, or any of its associated products or services, is provided by Spoon it Forward. Please read these terms and conditions (the “Terms”) carefully. By using, browsing and/or reading the Application, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Application, or any of its products or services, immediately.
1.3. Spoon it Forward reserves the right to review and change any of the Terms by updating this page at its sole discretion. Any changes to the Terms take immediate effect from the date of their publication. It is recommended that you check the Terms available on the Application from time to time and make a copy for your records.
Acceptance of the Terms
1.1. You accept the Terms by registering for the Services and/or making any payment as required under the Terms. You may also accept the Terms by clicking to accept or agree to the Terms where and if this option is made available to you in the user interface.
when you interact with the Services electronically or in person;
when you access the Services;
via the internet; and
when Spoon It Forward provides services to you.
Subscription to use the Services
1.1. You will be required to register for an account through the Application before you can access the Services (the “Account”).
1.2. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
an email address and/or preferred username;
(1.a) date of birth; (1.c) location (limited to your Country and city) (1.d) Blog URL (limited to food bloggers); and (1.e) a password.
1.3. You warrant that any information you give to Spoon it Forward in the course of completing the registration process will always be accurate, correct and up to date.
1.4. Once you have completed the registration process you will be a registered member of the Application (“Member”) and agree to be bound by the Terms.
1.5. You may not use the Services and may not accept the Terms if:
(1.a) you are not of legal age to form a binding contract with Spoon it Forward; or (1.b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
Your obligations as a Member
1.1. As a Member, you agree to comply with the following:
(1.a) you will use the Services only for purposes that are permitted by: (1.a.i) the Terms; and (1.a.ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(1.b) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(1.c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Spoon it Forward of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(1.d) access and use of the Application is limited, non-transferable and allows for the sole use of the Application by you for the purposes of Spoon it Forward providing the Services;
(1.e) you will not use the Services or the Application in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Spoon it Forward;
(1.f) You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service
(1.g) You must not defame, stalk, bully, abuse, harass, threaten, impersonate, or intimidate other Members.
(1.h) you will not use the Services or Application for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Application;
(1.i) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Application without notice and may result in termination of the Services. Appropriate legal action will be taken by Spoon it Forward for any illegal or unauthorised use of the Application; and
(1.j) You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware, or any other code of destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Spoon It Forward page is rendered or displayed in a user’s browser or device
(1.k) you acknowledge and agree that any automated use of the Application or its Services is prohibited.
1.2. You acknowledge and agree that the Application, the Services, as well as any associated content produced in the course of providing you with the Services, is solely intended to assist you with making voting decisions. In the event that Spoon it Forward becomes aware that you have used the Services or associated content to disparage, or otherwise bring any individual, company, entity or Spoon it Forward into disrepute, then Spoon it Forward reserves the right to immediately terminate the Services to you without further notice.
Copyright and Intellectual Property
1.1. The Application, the Services and all of the related products of Spoon it Forward are subject to copyright. The material on the Application is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Application (including but not limited to text, graphics, logos, button icons, video images, audio clips, Application, code, scripts, design elements and interactive features) or the Services (the “Content”) are owned or controlled for these purposes, and are reserved by Spoon it Forward or its contributors.
1.2. All trademarks, service marks and trade names are owned, registered and/or licensed by Spoon it Forward, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
(1.a) use the Application pursuant to the Terms; (1.b) copy and store the Application and the material contained in the Application in your device’s cache memory; and (1.c) print pages from the Application for your own personal and non-commercial use.
Spoon it Forward does not grant you any other rights whatsoever in relation to the Application, the Services. All other rights are expressly reserved by Spoon it Forward.
1.3. Spoon it Forward retains all rights, title and interest in and to the Application and all related content. Nothing you do on or in relation to the Application will transfer any:
(1.a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or (1.b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or, (1.c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
1.4. You may not, without the prior written permission of Spoon it Forward and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Application which are freely available for re-use or are in the public domain.
1.5. If you broadcast, publish, upload, transmit, post or distribute any content on the Application (“Your Content”), then you grant to THV a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change Your Content.
1.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
1.2. You agree that Spoon It Forward is not responsible for, and does not endorse, User Content posted within the Service. Spoon it Forward does not have an obligation to prescreen, monitor, edit or remove any Content.
1.3. Subject to this clause 7, and to the extent permitted by law:
(1.a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and (1.b) Spoon it Forward we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
1.4. Use of the Application and the Services is at your own risk. Everything on the Application and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Spoon it Forward make any express or implied representation or warranty about the Content (as defined in clause 5.1 of these Terms) or any products or services (including the products or services of Spoon it Forward) referred to on the Application. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(1.a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records; (1.b) the accuracy, suitability or currency of any information on the Application, the Services, or any of its Content related products (including third party material and advertisements on the Application); (1.c) costs incurred as a result of you using the Application, the Services or any of the products of Spoon it Forward; (1.d) the Content or operation in respect to links which are provided for your convenience; or (1.e) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.
Limitation of liability
1.1. You acknowledge and agree that Spoon It Forward is only a facilitator and is not liable in any capacity for the nature of the content provided by its Members in the course of their use of the Services.
1.2. Spoon it Forward’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
1.3. You expressly understand and agree that Spoon it Forward, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
Termination of Contract
1.1. The Terms will continue to apply until terminated by either you or by Spoon it Forward as set out below.
1.2.If you want to terminate the Terms, you may do so by:
(1.a) providing Spoon it Forward with fourteen (14) days’ notice of your intention to terminate; and
(1.b) closing your accounts for all of the services which you use, where Spoon it Forward has made this option available to you.
Your notice should be sent, in writing, to Spoon it Forward via the ‘Contact Us’ link on our homepage.
1.3. Spoon it Forward may at any time, terminate the Terms with you if:
(1.a) you have breached any provision of the Terms or intend to breach any provision; (1.b) Spoon it Forward is required to do so by law; (1.c) Spoon it Forward is transitioning to no longer providing the Services to Members in the country in which you are resident or from which you use the service; or (1.d) the provision of the Services to you by Spoon it Forward is, in the opinion of Spoon it Forward, no longer commercially viable.
1.4. Subject to local applicable laws, Spoon it Forward reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Application or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Spoon it Forward’s name or reputation or violates the rights of those of another party.
1.5. When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Spoon it Forward have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
1.1. You agree to indemnify Spoon it Forward, its affiliates, employees, agents, contributors and licensors from and against any breach of the Terms.
1.1. Compulsory:If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).
1.2. Notice:A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
1.3. Resolution:On receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must:
(1.a) Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; (1.b) If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of New South Wales or his or her nominee; (1.c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation; (1.d) The mediation will be held in Sydney, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
1.5. Termination of Mediation:
If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
Venue and Jurisdiction
The Services offered by Spoon it Forward are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with these Terms, are listed in Australian Dollars (AUD) and are GST exclusive. GST is only applicable to Members situated in Australia.
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.