Terms & Conditions
Our terms of service
Our terms of service
1.1 The Mucudu mobile application (the Mucudu App) is operated by Mucudu Pty Ltd (ACN 654 538 397) (Mucudu, we, our or us).
1.2 By downloading, accessing and using the Mucudu App and the Services, you acknowledge that you have read, understood and accept the Mucudu App User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not download, access and use the Mucudu App and Services.
1.3 In this agreement, user, you and your means the individual who downloads, accesses or uses the Mucudu App and the Services (and includes anyone acting on your behalf or with your express or implied authority).
2.1 The Mucudu App is a mobile application that:
(a) allows users to purchase food and beverages (including alcoholic beverages) from Venues;
(b) enables users to chat with other users of the Mucudu App who have checked into the Venue (whether as part of a public or private chat and whether or not the user is actually at the Venue); and
(c) allows businesses to advertise their products and services to users who have checked into a Venue,
(collectively, the Services).
2.2 Mucudu is not a bar, tavern, café, restaurant or a supplier or seller of food and beverages. Mucudu App is a mere online marketplace for purchasing food and beverages from Venues (and as such we do not hold a liquor licence) and an online tool for connecting users who have checked-in to a Venue. Our role in providing you with access and use of the Mucudu App and the Services should be construed strictly in this context only.
2.3 By download, accessing and using the Mucudu App, Mucudu grants you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the Mucudu App and the Services for the Subscription Term. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.
This agreement will commence on the date you download and access the Mucudu App (Commencement Date) and shall continue until terminated in accordance with its terms (Subscription Term).
4.1 To access and use the Services through Mucudu App, you must:
(a) register with us and setup an account (Account). Your Account will be operated by a username and password which can be selected by the user. You can change your password any time by you accessing the ‘Password Reset' function on the Mucudu App. To setup an Account and to create a profile on the Mucudu App, you will be required to provide Personal Information to us (such as your full name, email address, address, date of birth, gender and phone number); and
(b) be over 18 years of age or legally able to enter into contractual relations. If you are not over 18 years of age, you should not access or use the Mucudu App. Your continued use of the Account constitutes an acknowledgement by you that you are over 18 years of age, legally able to enter into contractual relations or your parents or guardians have agreed to abide by this agreement. We reserve the right to ask for proof of age from you and your Account may be suspended until satisfactory proof of age is provided.
4.2 You are responsible for:
(a) maintaining control over, and the confidentiality of, your Account and password;
(b) keeping your Account registration information current, complete, accurate, and truthful. You must not impersonate another account holder or provide false identity information to gain access to or use the Mucudu App and the Services;
(c) notifying us in writing of any unauthorised access to, or use of, your Account or password; and
(d) for all activities or transactions that occur using your Account. We are not liable for any loss or damage arising out of, or in connection with, any unauthorised access or use of, your Account and password.
4.3 Mucudu has the right to suspend or terminate your Account or password or your access or use of all or any part of the Mucudu App and/or the Services, at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.
5.1 You must only download, access and use the Mucudu App and the Services for personal and non-commercial purposes. Unless we provide you with written consent, you are not entitled to access and use the Mucudu App and/or the Services for any commercial, business or re-sale purpose.
5.2 When accessing and using Mucudu App during the Subscription Term, you must:
(a) download the Mucudu App onto your mobile phone or other device;
(b) obtain and maintain all hardware, software and communications equipment necessary to access, and use the Mucudu App and the Services;
(c) comply with all Relevant Laws with respect to your obligations under this agreement; and
(d) comply with all of our directions, policies and guidelines, advised in writing to you from to time to time (including our Acceptable Use Policy).
5.3 We will not be liable to you or anyone else if, for any reason, the Mucudu App or the Services are unavailable at any time or for any period. From time to time, we may the suspend or restrict access to all, or some parts of the Mucudu App and/or the Services. You are also responsible for ensuring that all persons who access the Mucudu App and the Services (such as through your mobile phone or other device) are aware of this agreement, and that they comply with them.
5.4 You must not:
(a) violate any Mucudu IP or any third party Intellectual Property Rights;
(b) copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute all or any portion of the Mucudu App, or any other third party software that you may access or use through the Mucudu App, in any way;
(c) download or access all or any part of the Mucudu App and/or the Services in order to build a product, service or code which competes or reproduces the Mucudu App and/or the Services (in full or part);
(d) data mine the Mucudu App or modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Mucudu App in any way, or otherwise learn the source code or algorithms underlying the Mucudu App;
(e) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Mucudu App and/or the Services; and
(f) engage in any activity or conduct that is in breach of any Relevant Laws.
6.1 When you create your Account and access the Mucudu App and/or the Services, you will be required to provide User Data to Mucudu. You will retain ownership of your User Content and you will have sole responsibility for the legality, reliability, integrity, accuracy and quality of your User Data. To the maximum extent permitted by Relevant Laws, we do not warrant that User Data displayed on the Mucudu App by you or another user (or any Third Party Content displayed or published on the Mucudu App by a Venue Operator or Advertiser) is accurate, complete, reliable, current or error-free, nor do we make any warranty about the standard or quality of any food, beverages, products, services, User Content or Third Party Content displayed on, or via, the Mucudu App.
6.2 When accessing the Mucudu App and/or the Services and/or otherwise posting or publishing User Content on, or via, the Mucudu App, you grant Mucudu a worldwide, non-exclusive, royalty-free and perpetual licence to use, disclose, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy, the User Data (and all Intellectual Property Rights contained therein) for any purpose, including for the purpose of:
(a) enabling Mucudu to provide the Mucudu App and the Services and otherwise perform its obligations and exercising its rights under this agreement;
(b) informing the user of other products or services that Mucudu may offer from time to time or in relation to third party products and services;
(c) using usage patterns, trends, and other statistical or behavioural data derived from use of the Mucudu App and/or the Services for the purposes of providing, operating, maintaining, or improving the Services, the Mucudu App, or our other products and services; and
(d) sharing User Data with an Affiliate or other third party (with whom Mucudu may contract or be affiliated with from time to time) for the purposes of performing or improving the Mucudu App and/or the Services.
6.3 Mucudu shall use reasonable endeavours to follow its archiving procedures for User Data in accordance with its standard back-up policy from time to time. In the event of any Loss of User Data, your sole and exclusive remedy shall be for Mucudu to use reasonable endeavours to restore the User Consent, that is lost or damaged, from the latest back-up of User Consent, maintained by Mucudu.
6.4 Mucudu shall not be responsible for any Loss, destruction, alteration, corruption or disclosure of User Data caused by an act or omission of the user, a Venue Operator or any third party.
6.5 You agree to make your own enquiries to verify information displayed on, or via, the Mucudu App (including User Data and Third Party Content) and to assess the suitability of any information, food, beverages, products or services before consuming such food or beverages or relying upon such information, products or services. If you choose to consume food or beverages provided by a Venue Operator or you rely upon any information, products or services displayed or listed on, or via, the Mucudu App and/or the Services (including User Data and Third Party Content) you do so at your own risk.
7.1 By downloading, accessing and using the Mucudu App (including the chat function contained within the Mucudu App), you agree to comply with the rules for the acceptable use of the Mucudu App as specified herein (Acceptable Use Policy).
7.2 You are solely responsible for the accuracy, currency, completeness and use of User Data published or posted by you on, or via, the Mucudu App (including the chat function contained within the Mucudu App), and you agree to post or publish User Data on, or via, the Mucudu App at your own risk. Mucudu accepts no responsibility and assume no liability for any User Data posted, published or otherwise transmitted by you, any other user or any third party on, or via, the Mucudu App.
7.3 Mucudu is under no obligation to monitor, review, or otherwise control the Services or any User Data listed, published or posted on, or via, the Mucudu App by you, any other user or any third party. However, Mucudu reserves the right, but is not obligated to:
(a) edit, remove or refuse to edit or remove any User Data published, posted or otherwise made available on, or via, the Mucudu App; or
(b) remove any user who contravenes the Acceptable Use Policy from any chatroom within the Mucudu App.
7.4 You must access and use the Mucudu App and the Services only for lawful purposes. You must not access and use the Mucudu App and/or the Services (including the chat function contained within the Mucudu App):
(a) in any way that breaches any Relevant Laws;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) to publish, post or upload User Data intended to harm someone in any way or that is libellous, defamatory, obscene, vulgar, offensive, pornographic, indecent, racist, harassing, threatening, seditious, blasphemous, invasive of privacy or publicity rights, abusive, inflammatory, discriminatory otherwise objectionable;
(d) to publish, post or upload any User Data that is false, misleading or deceptive or is likely to be false, misleading or deceptive (including, but not limited to, impersonating another person or user or misrepresenting your identity to users of the Mucudu App);
(e) to share another user's profile information with anyone else without first seeking the user's prior consent;
(f) to publish, post or upload any User Data that contains confidential, secret or proprietary information of another person;
(g) to upload or transmit any User Data that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; and
(h) to publish, post or upload User Data that may infringe the intellectual property rights or other rights of Mucudu or any third party;
(i) to promote any illegal activity or advocate, promote or assist any unlawful act; and
(j) to sell any goods or services on, or via, the Mucudu App.
7.5 By accessing or using Mucudu App and/or the Services (including the chat function contained within the Mucudu App) you acknowledge that it is your responsibility to:
(a) ensure that all communications with other users, are polite, respectful and courteous;
(b) ensure that any User Data posted or transmitted through the Mucudu App is accurate, reliable, up-to-date, and complete;
(c) respect the privacy rights of other users and third parties;
(d) ensure that you have adequate legal rights to publish, post, transmit, reproduce or otherwise use the User Data transmitted through the Mucudu App; and
(e) comply with the Acceptable Use Policy at all times.
7.6 Mucudu reserve the right, at our absolute discretion, to determine with the Acceptable Use Policy has been breached and to terminate this agreement in accordance with clause 14. If you believe that another user has breached the Acceptable Use Policy, you can lodge a report or complaint using the Mucudu App or by email at support@mucudu.com.au.
8.1 We do not charge you a fee to download and install the Mucudu App or to create an Account. We reserve the right at any time to charge you a fee to create an Account or to continue to access and use the Mucudu App. Where we commence charging a fee or increase the fee (if any) to access and use the Mucudu App, we shall provide you with 7 days prior written notice or by otherwise posting it on the Mucudu App or the Website. If you do not agree to these changes, you should terminate the agreement in accordance with clause 14, no later than 7 days after the date you received written notice of the changes, or the changes were posted on the Mucudu App or the Website.
8.2 To purchase food and/or beverages on, or via, the Mucudu App, you must have a Mucudu Money Balance of at least the Minimum Balance. We may, at any time and at our absolute discretion, increase the minimum amount that can be loaded on the Mucudu App.
8.3 You can purchase Mucudu Money or top-up your Mucudu Money Balance on, or via, the Mucudu App. Also a friend can (on your behalf) purchase or top-up your Mucudu Money Balance on, or via, the Mucudu App. All amounts payable under this agreement are in Australia Dollars and are inclusive of GST.
8.4 Your Mucudu Money Balance on any given day and across all Venues cannot exceed the Maximum Balance. Any transaction that exceeds the Maximum Balance may be rejected by the Mucudu App.
8.5 When a user or a friend (as the case may be) purchases Mucudu Money or tops-up your Mucudu Money Balance or via, the Mucudu App, we will charge the user or the friend (as the case may be) a service fee as specified on the Mucudu App (Service Fee). The Mucudu Money Balance that can be Redeemed by you is the amount you (or your friend) loaded on the Mucudu App (less the Service Fee).
8.6 We use a Third Party Payment Processor to process payments made to us. When making payment to us for Mucudu Money, you agree to provide Mucudu with accurate and complete billing information, and you authorise us to share your billing information with our Third Party Payment Processor for the purpose of processing your payment. We recommend that you refer to the Third Party Payment Processor terms and conditions and privacy policy prior to using a Third Party Payment Processor to make payment of the Purchase Price. You use the Third Party Payment Processors at your own risk.
8.7 We may, at our absolute discretion and without notice to you, change the payment methods that can be used to purchase Mucudu Money.
8.8 There may be a delay between when you purchase Mucudu Money or top-up your Mucudu Money Balance on the Mucudu App and when the new Mucudu Money Balance has been loaded onto the Mucudu App for the purpose of Redemption. Mucudu and/or the Venue Operator are not liable for any loss or damage as a result of such a delay.
8.9 Please think carefully before purchasing Mucudu Money from a particular Venue as Mucudu Money is non-transferrable and cannot be used to obtain cash, and to the maximum extent permitted by Relevant Laws, are non-refundable. Resale of your Mucudu Money Balance is strictly prohibited. You cannot transfer Mucudu Money purchased at one Venue to another Venue.
9.1 Your Mucudu Money can be Redeemed for food and beverages at the Venue provided your Mucudu Money Balance is greater than the Minimum Balance. You can only Redeem Mucudu Money from the Venue you or your friend purchased Mucudu Money from (and not at another Venue).
9.2 Mucudu Money Redeemed will be deducted from your Mucudu Money Balance.
9.3 Each Venue Operator on the Mucudu App has a unique QR Code. To Redeem Mucudu Money for food and beverages at a Venue, the user must display the QR Code on the Mucudu App to the Venue Operator at the point of sale who will scan the QR Code using their point of sale system to Redeem the Mucudu Money.
9.4 The purchase price displayed at the Venue or on the Mucudu App are current at the time of issue. The purchase price and availability of food and beverages at the Venue and any other ancillary products or services made available to you on, or via, the Mucudu App, are subject to change at any time. You agree to pay the purchase price for food and beverages at the Venue at the time of Redemption.
9.5 The purchase price food or beverages or fees for products and services displayed on third party websites which are linked to Mucudu App may not be correct and Mucudu is not bound by them.
10.1 You acknowledge that we, or our licensors, are the owner of the Mucudu App and the Services (or any Intellectual Property Rights contained therein) including any information, data or Content that may be provided to, or accessed by, you in connection with your use of the Mucudu App and the Services (including any modifications, enhancements of the foregoing (collectively, the Mucudu IP). Accessing and using the Mucudu App and the Services do not give you (or anyone else) ownership of, or any right, title or interest in the Mucudu IP.
10.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Mucudu App and the Services will automatically vest in, and are assigned to, Mucudu (Developed IP).
10.3 Ownership of any User Data will vest in the creator of that User Data, but excluding Mucudu IP and Developed IP.
11.1 Subject to your compliance with the terms of this agreement, Mucudu shall use reasonable endeavours to provide you with access to and use of the Mucudu App and the Services as further described on the Mucudu App or our Website.
11.2 In the event that we fail to provide you with access and use of the Mucudu App and the Services accordance with clause 11.1, we will use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 11.1
11.3 The undertaking in clause 11.1 shall not apply in the event of:
(a) any non-conformance which is caused, or contributed, by use of the Services and the Mucudu App contrary to our instructions or the terms of this agreement;
(b) modification or alteration of the Services and the Mucudu App by any party other than us or our duly authorised Personnel;
(c) the unsuitability or malfunction of the computer hardware or computer software in conjunction with which the Mucudu App and/or the Services are used;
(d) Force Majeure Events; and
(e) the unsuitability or malfunction of the Mucudu App and/or the Services when used in conjunction with any software, platforms, applications and tools supplied by a third party provider.
12.1 To the maximum extent permitted by Relevant Laws, we exclude all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the Mucudu App and the Services.
12.2 Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
12.3 You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, we make no representation, warranty or guarantee in relation to the availability, continuity, legality, completeness, reliability, accuracy, currency or security of the Mucudu App and/or the Services (including any User Data, Third Party Content, food and beverages, products or services provided in connection with the Mucudu App and the Services) and we will not be liable if the Mucudu App and/or the Services is, or becomes unavailable for any reason, including directly, or indirectly as a result of:
(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) negligent, malicious, wilful acts or omissions of third parties (including third party service providers) or other users;
(c) maintenance (scheduled or unscheduled) carried out by us or any third party service provider, including in respect of any of the systems or network used in connection with the provision of the Mucudu App and the Services;
(d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or
(e) a Force Majeure Event.
12.4 You acknowledge that, to the maximum extent permitted by Relevant Laws, we do not make any warranty or representation that:
(a) any information (including any Venue Profile, User Data, or Third Party Content) posted, uploaded, published, shared or made available to you by us, another user, a Venue Operator, advertiser or anyone else on, or via the Mucudu App is accurate, complete, reliable, current or error-free, virus free or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis;
(b) a Venue Operator has the necessary permits and licences to offer, distribute, sell or supply any food and beverages at the Venue, including, but not limited to, food business licence and liquor licence or permit;
(c) any food or beverages purchased by you from a Venue Operator on, or via, the Mucudu App will be: (i) fit for purpose and in accordance with the standard of professional care customarily observed by independent contractors rendering similar services; and (ii) of a certain standard or quality or accurately described in the Mucudu App (including with respect to ingredients, portion size and nutritional information);
(d) all food and/or beverages supplied by a Venue Operator to you will be prepared, handled, packaged and labelled in accordance with all Relevant Laws and Food Safety Standards;
(e) any Voucher purchased by you for food and/or beverages can be redeemed at the Venue during the Venue's normal business hours; and
(f) the Venue Operator has the ability or willingness to redeem the Vouchers in exchange for food and beverages, provide hospitality services to you or grant you access to the Venue.
12.5 Mucudu shall use reasonable endeavours to make the Mucudu App and the Services available 24 hours a day, 7 days a week, except for:
(a) planned maintenance carried out at times advised in advance by Mucudu; and
(b) unscheduled maintenance which may need to be performed from time to time. Mucudu will, where practicable, use reasonable endeavours to conduct any unscheduled maintenance outside of Business Hours.
13.1 To the maximum extent permitted by Relevant Laws, we will not be liable to you, your friend any other user or any third party for any:
(a) Consequential Loss; or
(b) loss of, or damage to, any property or any personal injury or death to you, any other user or any third person,
arising out of, relating or connected to, the provision or consumption of food and/or beverages at a Venue, access to, and use of, the Mucudu Money, Mucudu App and the Services (including any User Data, Third Party Content, content and any products or services published, advertised, displayed or provided in connection with the Mucudu App and the Services) and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.
13.2 All risk in using the Mucudu App and the Services passes to you upon downloading the Mucudu App, or otherwise accessing or using the Mucudu App and the Services (whichever is earlier). We do not control or direct what User Data is uploaded, shared, published, posted or otherwise transmitted by other users of the Mucudu App, and we are not responsible to you or anyone else for any actions, activities, conduct or transactions (whether online or offline) that occur as a result of, or in connection with your access to, and use of, the Mucudu App and the Services.
13.3 To maximum extent permitted by Relevant Laws, under no circumstances will our aggregate liability to you, any other user or anyone else, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the amount of Mucudu Money purchased by you on, or via, the Mucudu App under this agreement in the preceding 1 month of the claim.
13.4 You agree to defend, indemnify and hold us, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out, of:
(a) the consumption or use of food and beverages purchased by you on, or via, the Mucudu App and the Services;
(b) the access to, and use of, the Mucudu App and/or the Services by you or any third party (including, the use of any User Data, Third Party Content, products or services published, advertised, displayed or made available to you on, or via, the Mucudu App and the Services);
(c) any breach of any third party's Intellectual Property Rights or other rights caused by you; or
(d) any breach by you of this agreement.
All Personal Information you provide to us to download, access and use the Mucudu App and the Services, are subject to our Privacy Policy, which is incorporated into this agreement. You warrant that, in relation to any Personal Information comprising User Data or any other information disclosed to us on, or via, the Mucudu App and the Services:
(a) it has been collected in accordance with Privacy Laws;
(b) you have the authority to upload, post, publish or otherwise transmit such information on, or via, the Mucudu App; and
(c) you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for us to use, disclose, store, transfer, process or handle it.
15.1 You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):
(a) your Mucudu Money Balance;
(b) your Account and/or password;
(c) the Website;
(d) the Mucudu App and/or the Services; and/or
(e) any social media pages, products and/or services offered on, or via the Mucudu App and/or the Services.
15.2 You may terminate this agreement at any time by deleting the Mucudu App from your mobile phone or other device.
15.3 We may terminate this agreement or discontinue any function or feature of the Mucudu App and/or the Services at any time (without liability to you or your friend) by 7 days' written notice to you.
15.4 Mucudu may suspend or terminate this agreement by giving you notice with immediate effect if you:
(a) commit any serious or repeated breaches or violations of this agreement, our policies and guidelines (including our Privacy Policy and Acceptable Use Policy) and any other agreements entered into between the parties;
(b) serious or repeated breaches or violations of another person's Intellectual Property Rights or privacy rights;
(c) your activities, reporting, conduct or transactions on, or, via, the Mucudu App and/or the Services, brings, or has the capacity to bring, Mucudu, our Personnel and Affiliates and the Mucudu App into disrepute;
(d) requests by law enforcement or other government agencies.
15.5 Except as otherwise stipulated in this agreement, you agree that all such suspensions or terminations shall be made at our sole discretion and that we shall not be liable to you, your friend or any third party for any such suspension or termination.
Upon termination of this agreement for any reason:
(a) we may (without liability to you or any third party) delete, de-identify or otherwise dispose of your Account and any or all of your User Data in our possession in accordance with any limitation periods and records retention obligations that are imposed by Relevant Laws. Any User Data you have published or submitted in a private chat or Venue group chat will not be deleted, except your profile (including Personal Information) on the Mucudu App will be de-identified and so will not be visible to other users of the Mucudu App.
(a) all licences to use the Mucudu App and the Services and rights of access granted under this agreement will immediately terminate; and
(b) your Mucudu Money Balance will not be transferred or refunded to you (or your friend).
We shall not be responsible to you (or anyone else) if we are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, epidemic, pandemic or mandatory government shut-down or lockdown, acts of terrorism, fire, explosion, flood, an act or omission of a third party, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).
18.1 Without notice to you, we may, at out absolute discretion, from time to time:
(a) change, add or delete the functions, features, performance, or other characteristics of the Mucudu App and/or the Services; or
(b) apply or install updates to, or new versions of, the Mucudu App.
18.2 You acknowledge that the Mucudu Data on the Mucudu App are subject to change at any time and may be out of date at any given time. We are under no obligation to:
(c) update, correct or fix any Content, the Mucudu App and/or the Services; or
(d) notify you of any changes to the Content or the Mucudu App and/or the Services unless required by law to do so.
18.3 Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the Mucudu App. Any changes are effective immediately upon posting to the Mucudu App. Your continued use of the Mucudu App and the Services thereafter constitutes your acceptance of all such changes to the agreement.
18.4 Please read this agreement before using the Mucudu App and the Services as the agreement may have changed since the last time you accessed and used the Mucudu App and the Services. If you do not agree to any change, then you must immediately stop using the Mucudu App and the Services.
If any provision in this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the reminder of this agreement which will continue in full force and effect.
No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this agreement.
This agreement, any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).
22.1 The Mucudu App is created and controlled by us in the State of Victoria, Australia. As such, the laws of the State of Victoria will govern this agreement.
22.2 By using the Mucudu App and the Services you submit to the exclusive jurisdiction of the courts of Victoria and agree that any legal action will only be commenced in this forum.
In this agreement, the following words shall have the following meanings:
(a) Acceptable Use Policy has the meaning in clause 7.1.
(b) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.
(c) Business Day means any day which is not a Saturday, Sunday or public holiday in Victoria.
(d) Business Hours means 9:00am to 5:00pm local time on Business Days.
(e) Commencement Date has the meaning in clause 3.
(f) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties at the Commencement Date as a likely result of breach of the agreement:
(i) direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense;
(ii) loss of revenue, profit, income, bargain, opportunity, use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data;
(iii) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by another user of third party; or
(iv) loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.
(g) Content means all the content, information, text, data, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Mucudu App.
(h) Developed IP has the meaning in clause 10.2.
(i) friend means a person who purchases you Mucudu Money or tops-up your Mucudu Money Balance on the Mucudu App.
(j) Food Safety Standards means the Food Safety Standard Codes Australia New Zealand Food Standards Code and any other legislation, regulations and by-laws in relation to the preparation, cooking, storage, labelling and delivery of food and beverages.
(k) Force Majeure Event has the meaning in clause 17.
(l) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world.
(m) Minimum Balance means a currency amount that is not a negative value.
(n) Maximum Balance means $2,000.
(o) Mucudu, we, our or us has the meaning in clause 1.1, and where the context permits, includes our Personnel and Affiliates.
(p) Mucudu App means the mobile application owned, operated and managed by Mucudu, including any systems, Content and server software, the computer hardware, tools, application, database, systems, and all Intellectual Property contained therein, provided or otherwise made available by us.
(q) Mucudu IP has the meaning given to it by clause 10.1.
(r) Mucudu Money means the currency amount paid to the Venue Operator and recorded as value on the Mucudu App.
(s) Mucudu Money Balance means the currency amount recorded as a value on the Mucudu App at any time, which cannot be a negative value.
(t) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including legal and other professional costs and Consequential Loss.
(u) Personnel means any director, officer, employee or contractor of the party.
(v) Personal Information means data by which a person may be personally identified, including a person's name, postal address, email address, telephone number and any other information a party collects, including that which is defined as personal or personally identifiable information under any applicable Privacy Laws.
(w) Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended) and the Australian Privacy Principles, and any other legislation, codes and policies relating to the handling of Personal Information applicable to the jurisdiction in which the user is located.
(x) Privacy Policy means our privacy policy available on the Mucudu App, our Website or any other internet site notified by us from time to time, which is incorporated into this agreement.
(y) Redeem means to the reduce the Mucudu Money Balance by using the Mucudu App to purchase food and beverages at the Venue and Redeemed and Redemption have the corresponding meaning.
(z) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy laws, anywhere in the world.
(aa) Services has the meaning in clause 2.1.
(bb) Service Fee has the meaning in clause 8.4.
(cc) Subscription Term has the meaning in clause 3.
(dd) Third Party Content means all data, content, materials and information (including text, images, graphics, logos, video and audio clips and links) that are provided or published by Venue Operators, advertisers or other third parties or are identified as belonging to, or sourced from a Venue Operators, advertisers or other third parties.
(ee) Third Party Payment Processor means Square and any other a third party payment processor permitted by Mucudu from time to time.
(ff) Venues means bars and restaurants who have created a Venue Profile on or via, the Mucudu App.
(gg) Venue Operator means the owner or operator of the Venue, and where the context permits, includes their Personnel.
(hh) Venue Profile means the virtual shopfront on the Mucudu App which contains Third Party Content about the Venue and Venue Operator (including, but not limited to, information about the location and operating hours of the Venue and photographs of the Venue) as posted, published or displayed on the Mucudu App by Mucudu on behalf of the Venue Operator.
(ii) Website means the website located at www.mucudu.com and any other website notified by us from time to time.
(jj) user, you or your has the meaning in clause 1.3.
(kk) User Data means all data, content, materials and information (including location information, text, images, graphics, logos, video and audio clips and links):
(i) uploaded to, or stored on, the Mucudu App by a user;
(v) transmitted by the Mucudu App at the instigation of the user;
(vi) supplied by the user Mucudu for uploading to, transmission by, or storage on, the Mucudu App; or
(vii) generated by the Mucudu App as a result of the use of the Services by the user (including content created using the chat function in the Mucudu App).