The terms and conditions stated herein (collectively, the “Agreement”) constitute a legal agreement between you and Scorpio Solutions Private Ltd (hereinafter referred to as Scorpio)., a private limited liability company registered in Australia
bearing registration number 618361087. In order to use the Scorpio services, you must agree to the terms and conditions that are set out below.
……………………… (i.e. web and mobile services, which includes web sites operated by Scorpio such as www.turtletrippin.com, mobile applications, however accessed and/or used via personal computers, mobile devices or otherwise) and “offline” (i.e. collection of data through electronic or surface mailings, telephone, or in person) activities owned, operated, provided, or made available by the company. Scorpio “online” and “offline” activities are collectively termed as the “Services”.
By using or receiving any services supplied to you by the company, you hereby expressly acknowledge and agree to be bound by the terms and conditions of the agreement, and any future amendments and additions to this agreement as published from time to time through the services.
Scorpio reserves the right to modify the terms and conditions of this agreement or its policies relating to the service or software at any time, effective upon posting of an updated version of this agreement on the service or software. You are responsible for regularly reviewing this agreement. Continued use of the service or software after any such changes shall constitute your consent to such changes.
REPRESENTATIONS AND WARRANTIES
Scorpio services are not available to persons under the age of 18. By using the software or services, you represent and warrant that you are at least 18 years old. By using Scorpio services, you represent and warrant that you have the right, authority and capacity to enter into this agreement and to abide by the terms and conditions of this agreement. Your participation in using the services is for your sole, personal use.
You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity. You may only access the services using authorized means.
INTERACTIONS WITH OTHER MEMBERS
You are exclusively responsible when interacting with other Members. Our Services provide a platform for members to list their shipping requests, items they wish to have delivered to them, or to identify items to be shipped on their commute path. Scorpio is not a party to, has no involvement or interest in, makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other member, person or organization. We reserve the right, but have no obligation, to monitor interactions between you and other members of our Services. Scorpio offers you a platform to identify requests and to interact with other members, and we urge you to use good judgment and keep safety in mind at all times when you use our Services.
We do not investigate or verify any member's criminal background at the current time, nor any information members may submit to the Services. We encourage you to take precautions when interacting with other members, particularly when meeting a stranger in person.
Because our Services are merely a platform, in the event that you have a dispute with one or more members, you release us (and our officers, directors, members, employees, agents and affiliates) from claims, demands and damages (actual, compensatory, liquidation, punitive, nominal and/or restitutionary) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You also understand and agree that any action or inaction by Scorpio or any of our officers, directors, members, employees, agents and affiliates to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms is undertaken voluntarily and in good faith, and you expressly agree that we shall not be to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms.
You are exclusively responsible for any Member Content that you submit, post or transmit via our Services. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish Content that we believe, in our sole discretion:
is unlawful, libelous, defamatory, harassing, threatening, invasive of privacy or publicity rights, or that would otherwise create liability or violate any local, state, national or international law;
contains nudity, sexually explicit content or is otherwise obscene, pornographic, indecent, lewd, suggestive or sexually exploitative of minors;
may disparage any ethnic, racial, sexual or religious group by stereotypical depiction or is otherwise abusive or inflammatory;
depicts or promulgates the use of illicit drugs;
contains offensive language or images or is otherwise objectionable;
incites violence or characterizes violence as acceptable, glamorous or desirable;
contains unsolicited promotions, political campaigning, advertising or solicitations, without our prior written consent;
contains private or personal information about another person, unless such person has agreed to the disclosure of this information;
contains viruses, corrupted data or other harmful, disruptive or destructive file viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting Member Content, you represent and warrant that you have the lawful right to distribute and reproduce such Member Content; or
would constitute, encourage or provide instructions for a criminal offense or violate the rights of any third party.
Scorpio is not responsible for any Member Content that you or other members post, transmit or store through the Services. We have no obligation to post Member Content from you or anyone else and we may, in our sole discretion, edit, remove or delete any Member Content without notice. Enforcement of these Terms, however, is solely in our discretion and the absence of enforcement in some instances does not waive of our right to enforce the Terms in other instances. In addition, these Terms do not create a private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
By accessing or using the Services, you agree to act responsibly, exercise good judgment and comply with the Community Guidelines. In addition, you agree not to:
use the Services in violation of any applicable law or regulation, including promoting or encouraging any illegal activity;
infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity or contractual rights;
use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other members from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
use our Services in connection with the distribution of spam (which we define as unsolicited bulk e-mail or any other unsolicited messages of a commercial, religious, romantic, political or other nature not within the intended purposes of the Services);
stalk, intimidate, threaten or otherwise harass or cause discomfort to any other member of our Services;
collect or store any information about any other member other than as permitted on our Services;
use our Services for any commercial purpose whatsoever, unless with prior written consent from;
register for more than one member account;
commit or assist in the commission of a crime in the jurisdiction from which you are using the Services;
impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, whether by providing or omitting to provide information;
circumvent or attempt to defeat any security or verification measure relating to use of the Services;
hold yourself out as an agent, representative, employee or affiliate of Scorpio; or
assist any third party in doing any of the foregoing.
DISCONTINUANCE OF SERVICES
Scorpio may, in its sole and absolute discretion, discontinue, suspend or modify your and /or any other user's access to the company's services or any portion thereof at any time with or without notice and/or for any other reason. The company reserves the right to terminate this agreement should you be using the services with an incompatible or unauthorized manner.
INTELLECTUAL PROPERTY OWNERSHIP
The company alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the services. The company name, the company logo, and the product names associated with the services are trademarks of the company.
MEMBER'S REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that you have the full power and authority to enter into and perform under these Terms. If you are using our Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf.
You hereby represent and warrant that you will use our Services in a manner consistent with any and all applicable local, state, national and international laws and regulations.
DISCLAIMER OF WARRANTIES;
IF YOU USE OUR SERVICES, YOU DO SO AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
WE DO NOT REPRESENT OR WARRANT THAT;
OUR SERVICES WILL MEET YOUR REQUIREMENTS;
OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
ANY INFORMATION THAT YOU MAY OBTAIN THROUGH OUR SERVICES WILL BE ACCURATE OR RELIABLE;
THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS;
ANY INFORMATION YOU PROVIDE OR WE COLLECT WILL NOT BE DISCLOSED TO THIRD PARTIES; OR
ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.
IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE USE OF OUR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH ACCESS OR TRANSMISSION; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
LIMITS ON LIABILITY
IN NO EVENT SHALL SCORPIO, OR OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO:
THE USE OR INABILITY TO USE OUR SERVICES;
THE COST OF REPLACEMENT OF ANY GOODS, SERVICES OR INFORMATION PURCHASED OR OBTAINED AS A RESULT OF ANY INFORMATION OBTAINED FROM OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES;
DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT;
DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS OR PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF WE KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
STATEMENTS, CONDUCT OR OMISSIONS OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY ON OUR SERVICES;
YOUR OR ANYONE ELSE'S CONDUCT OR ACTS IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, DEATH OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED MEMBERS OF OUR SERVICES OR PERSONS INTRODUCED TO YOU BY OUR SERVICES, WHETHER ON-LINE OR OFF-LINE; OR
ANY OTHER MATTER ARISING FROM, RELATING TO OR CONNECTED WITH OUR SERVICES OR THESE TERMS.
WE SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS, WHETHER OR NOT SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
In the event of any action being instituted against Scorpio due to any action and/or omission on your part, you shall indemnify Scorpio for any claim against Scorpio for any loss and/or damage including expenses for legal services to be obtained and/or obtained to defend any such action against Scorpio by Scorpio and/or any other expenses. If you are obligated to indemnify us, we will have the right, in our sole and unfettered discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.
You acknowledge and agree that any violation or breach of these Terms may cause Scorpio immediate and irreparable harm and damages; consequently, notwithstanding any other provision of these Terms or other applicable legal requirements, Scorpio has the right to, and may in its discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief regarding any violation or breach of these Terms. In addition to any and all other remedies available to Scorpio in law or in equity, Scorpio may seek specific performance of any term in these Terms, including but not limited to by preliminary or permanent injunction.
Any dispute between you and Scorpio or any other member must be referred to Arbitration. Arbitration restricts institution of any action against Scorpio and/or any other member in any other forum other than Arbitration under the Law of Arbitration in Australia . You and Scorpio agree that you will notify each other of any dispute within thirty (30) days of when it arises, that you will attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in Melbourne ,Victoria, Australia. You and Scorpio also agree that the state or federal courts in Victoria, Australia have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration.
This Agreement constitutes the entire contract between the Parties in respect of the matters dealt with in this Agreement and no representations, terms, conditions or warranties not contained in this Agreement shall be binding on the Parties. Scorpio reserves the right to add, amend and/or delete from this agreement with notice to members.
1 Variation and Cancellation
No agreement varying, adding to, deleting from or canceling this Agreement shall be effective unless reduced to writing and signed by or on behalf of the Parties.
14.3 Governing law
This Agreement shall be governed by and interpreted in accordance with the laws of Australia.
Each undertaking contained in this Agreement shall be read and construed independently of the other undertakings herein contained so that if one or more should be held to be invalid as an unreasonable restraint of trade or for any other reason whatsoever then the remaining undertakings shall be valid to the extent that they are not held to be so invalid.
14.5 Inadequacy of Damages
The Parties agree and acknowledge that damages may not be an adequate remedy for any breach by them of any of the provisions of this Agreement and that each Party is entitled to specific performance by the other Party of its commitments contained herein.
14.6 Remedies and Waivers
No delay or omission on the part of any Party in exercising any right, power or remedy provided by law or under this Agreement shall impair such right, power or remedy, or operate as a waiver thereof. No provision of this Agreement shall be deemed waived unless such waiver is in writing and signed by the Parties. A waiver if effective only in the specific instance and for the specific purpose for which it is given. The single or partial exercise of any right, powers or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.
Each notice, demand, request, statement, instrument, certificate, document or other communication given, delivered or made by one Party to another under or in connection with this Agreement shall be in English.
14.8 Force Majeure
If the performance of this Agreement or any obligation hereunder is prevented, restricted, delayed or interfered with by reason of fire, flood, typhoon earth- quakes, epidemics, governmental ordinance, war, civil war, civil disturbances, strike or any other cause beyond their reasonable control, the Parties hereto shall be excused from performance of this Agreement to the extent of such prevention, restriction, delay or interference, provided, however that the party shall resume performance hereunder with the utmost dispatch whenever such cause is removed.
The Parties hereto recognize that it is impracticable to make provisions for every contingency that may arise in the course of performance of the provisions hereof and accordingly declare that this Agreement shall operate between them with fairness and without detriment to the interest of any party and covenant and agree with each other that they shall use their best endeavours to ensure that full effect be given to the terms of this Agreement in the spirit in which it was agreed.