Terms & Conditions

Terms of Use

Introduction

https://www.socialsoup.com/and all associated pages, websites and sub-domains (“Site”) and the Social Soup mobile application (“App”), are owned and operated by The Little Corporation Pty Limited (ABN 77 123 825 669) trading as Social Soup (“SOCIAL SOUP”, “we”, “our” or “us” as the context may require). SOCIAL SOUP offers and supplies the Service (as defined below) on the Site, the App and via other methods, including via third-party platforms such as CreatorIQ (“Platforms”).
SOCIAL SOUP has created the service (including the SOCIAL SOUP member program) as a survey panel and permission marketing database for individuals (“Members”) who have opinions and want to share them and gives Members access to products and services and encourages members to share their views and experiences as well as branded content via the Site, the App, the Platform, social media (including, but not limited to, Instagram, Facebook and Snapchat), and in person (“Service”). In these Terms of Use, Members are collectively and individually referred to as “Members” or “you” as the context requires.
The Site, the Platform and the App are the main mediums SOCIAL SOUP uses to interact with Members, including delivering messages, inviting Members to apply for and participate in projects and surveys, to communicate with other Members, to respond to surveys and, if applicable, to access rewards and prizes.
To use all features of the Service, you must have an internet connect and/or enable 3G or 4G and/or WiFi data connection and grant the device permissions requested as and when notified on your compatible mobile device (where appliable). Any costs associated with the Service remain your responsibility and depend on the service provider used.
SOCIAL SOUP makes no representation that the Site, the Platform, the App or the Service (or any element of the Site, the Platform, the App or the Service) is appropriate or available for use in all locations.
You understand that the Service is governed by these Terms of Use. You also understand that your participation in the Service (including participating in any Service via the Platform) may be subject to your agreement to third party terms of use (including, but not limited to, terms of use of social media sites and the terms of use of the Platform). You are encouraged to review the terms of use of all third parties before participating in the Service and understand that SOCIAL SOUP is not sponsored or endorsed by any third party site including social media sites and the Platform, nor does SOCIAL SOUP own or operate any third party site or the Platform.

Acceptance of Terms

Your access to and use of the Site and/or App and your participation in the Service (including via the Platform) as well as being part of SOCIAL SOUP’s community is conditional upon your agreement to and acceptance of the Terms of Use. Each time you use the Site and/or App or participate in the Service (including via the Platform) or join SOCIAL SOUP’s community, you agree to be bound by the Terms of Use. If you do not wish to be bound by the Terms of Use, do not use the Site and/or App or participate in the Service and do not join SOCIAL SOUP’s community.
The Service is conditional upon acceptance and compliance with the Terms of Use. The Terms of Use must be read in conjunction with any other notices, disclaimers and policies displayed elsewhere on the Site, the Platform and/or App governing use of the Site, the Platform and/or App or participation in the Service. Information about how to join and use the Service and SOCAL SOUP’s community forms part of the Terms of Use.
You should check these Terms of Use periodically for changes, as we reserve the right to modify them at any time. Amendments will become effective immediately upon notification on the Site, the Platform and/or App. Your use of the Site and/or App (as applicable) and participation in the Service (including via the Platform) and/or SOCIAL SOUP’s community following any modifications to the Terms of Use will represent an agreement by you to be bound by the Terms of Use as amended.
You are responsible for making all arrangements necessary for you to have access to the Service. You are also responsible for ensuring that all persons who access our Site, the Platform and/or App through your internet connection are aware of the Terms of Use and that they comply with them accordingly.
SOCIAL SOUP reserves the right to modify the Site and/or App and withdraw the Service from time to time, for any reason, and without notice, including the right to terminate the Service as well as your access to SOCIAL SOUP’s community. Social Soup will not be liable to any person if for any reason the Site, App and/or Service is unavailable at any time or for any period.

Registering an account

In order to access and become a member of the Service, you must register an account in the manner required and as set out in these Terms of Use or as otherwise directed by SOCIAL SOUP.
If you do not agree to the Terms of Use, you must immediately terminate your account by following the instructions provided on the Site and/or App, delete the App from your device (if applicable) and otherwise refrain from using the Site and/or App and not participate in SOCIAL SOUP’s community and/or the Service (including via the Platform).
SOCIAL SOUP may use a “double opt-in system” that requires you to respond to a registration email (if registering via the Site) or access an activation SMS (if registering via the App) before your account is activated. If you do not activate your account and complete any other steps as required your membership will not take effect.
SOCIAL SOUP reserves the right to reject any new Member application from any person with or without cause in its sole discretion. No correspondence will be entered into.
All information provided when registering an account must be current, correct and complete. Incomplete, ineligible or incomprehensible account registrations will not be valid. You must be logged in to your account in the manner required each time you wish to use the Service. You may never use another person’s account without their permission.
You are responsible for maintaining the strict confidentiality of your account details and for any activity under your account (including your account details on the Platform). You agree to immediately notify SOCIAL SOUP of any unauthorised use of your account or any other breach of security. SOCIAL SOUP will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
SOCIAL SOUP retains the right and absolute discretion to terminate your account and/or access to the Site and/or App (or any element thereof) if it believes that you are abusing or tampering with the Site and/or App (or any element thereof) in any way, that you have provided false or misleading membership information at any time, that you are in breach of the Terms of Use at any time, or that you have engaged in any unlawful or other misconduct calculated to jeopardise the proper administration of the Site and/or App (or any element thereof). SOCIAL SOUP’s legal rights to recover damages or other compensation from such an offender are reserved.
You understand that in creating an account you are providing information to SOCIAL SOUP and not to any social media platform. You are solely responsible and liable for any material or information they transmit to other users, including via the Platform and/or the Service. To the extent permitted by law, each Member agrees to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the Member in respect of their use of the Service. Any questions, comments or complaints about the SOCIAL SOUP’s community, the Service, Site or App must be directed to SOCIAL SOUP and not to any media or social media platforms. For the purposes of this provision, SOCIAL SOUP contracts on its own behalf and also as trustee for the social media platforms and, accordingly, may take action in that capacity to recover on behalf of the social media platforms.

Privacy

SOCIAL SOUP collects, uses, holds and discloses personal information in accordance with its Collection Statement (available at [http://www.socialsoup.com/privacy-collection-statement/]), Privacy Policy (available at [http://www.socialsoup.com/privacy/]) and otherwise as set out in these Terms of Use. These Terms of Use prevail to the extent of any inconsistency.
In addition to the purposes of collection set out in its Privacy Policy and Collection Statement, SOCIAL SOUP collects personal information from you for the following purposes: to enable it to administer and provide the Service; to allow you to access and use the Site and App; to share with its clients and customers; to verify your identity; and to improve the Service.

Conditions of Membership

Members must agree to accept project and survey invitations and other communications by email, SMS, via the Platform and in-App messages. In addition, Members may elect to receive email and in-App offers for exclusive access to rewards and gifts and to give their opinion in relation to goods and services offered by third parties, including SOCIAL SOUP’S clients and customers. Any rewards and prizes (if applicable) will be in favour of the relevant Member and will be delivered to the address specified in their account profile (if applicable). Rewards and prizes must be taken as offered and are not transferable to any other person.
SOCIAL SOUP may also communicate with Members from time to time for other reasons and for no reward, including to provide system updates; bulletins; administrative announcements; direct marketing; and special requests. Such notices may be sent via email, via the Platform, in-App notification, SMS, or regular mail or any other medium. Members using the App agree to receive push notifications, which may be turned off in their compatible mobile device settings.
As a condition of membership Members hereby represent and warrant that:
1. They are at least 13 years of age, and if they are under 18 years of age, a parent or guardian has accepted the Terms of Use on their behalf;
2. They are a permanent resident of Australia;
3. All information supplied is complete, true and accurate and not misleading;
4. They understand and agree that if their account is terminated due to a breach of the Terms of Use, they will lose the right to participate in the Service and/or SOCIAL SOUP’s community. Interpretation of what constitutes a breach of the Terms of Use shall be at the sole discretion of SOCIAL SOUP acting reasonably;
5. They understand and agree that where SOCIAL SOUP has a draw for prizes or an offer, competition or promotion, each draw, offer, competition or promotion will be governed by the official terms of that draw, offer, competition or promotion as notified on the Site and/or App. Such terms must be read in conjunction with these Terms of Use and will prevail to the extent of any inconsistency with these Terms of Use;
6. They must not maintain more than one account on the Site and/or App and understand that a limit of 3 Memberships apply to one postal address;
7. They must inform SOCIAL SOUP of any change in their contact details, including email address and street address. Contact details and preferences must be updated using the facility provided on the Site and/or the App.
8. They will not send unsolicited email (SPAM) to promote the Service;
9. They will keep their account username and password details secure and will not allow other people to access their account. In the event that they suspect a security breach they will immediately notify SOCIAL SOUP; and
10. (They will have a cracking time being a Member of SOCIAL SOUP!)

Member Content

Members using the Service will be able to contribute reviews, photographs, comments and other materials as part of the Service (“Content”), which may be posted or published on the Site, the Platform, the App and/or on the Member’s own social media channels.
You agree that SOCIAL SOUP is not responsible for, and does not endorse, any Content posted via or on the Site, the Platform and/or App or otherwise using the Service or SOCIAL SOUP’s community. SOCIAL SOUP does not have any obligation to pre-moderate, monitor, edit or remove any Content. If your Content violates these Terms of Use, you bear legal responsibility for that Content.
SOCIAL SOUP has two categories of Members, Soupers and Brand Ambassadors. Brand Ambassadors are Soupers who have a significant social media following of more than 1,000 followers on a particular social media channel.
Where any Member has received any benefit, payment or consideration for any Content, including value in kind from a SOCIAL SOUP client or customer, Members must clearly disclose their relationship with the relevant third party in the Content.
SOCIAL SOUP requires that you make such disclosures in such a way so that it is clear to the ordinary consumer viewing your social media channels that there is a relationship between you and the third party. For Soupers, this might be by thanking the relevant brand in your post or making it clear that your post is a review of a particular product. For Brand Ambassadors, this may be achieved through the use of the hashtags #ad; Paid Partnership tag, or through other means suitable to your particular circumstances or as directed by SOCIAL SOUP.
SOCIAL SOUP reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all Members in relation to particular posts or your Content generally and to require greater levels of disclosure (for example, via the social media platform’s official ‘paid partnership’ notification tool and via hashtags such as #ad; Paid Partnership tag; or any other disclosure as directed by SOCIAL SOUP) or, if you do not agree to the required levels of disclosure, to remove you from the Site, the App and/or Service.
You warrant, in respect of all Content you upload to the Site, the Platform and/or App or otherwise create as part of your use of or in association with the Service that:
1. You own the intellectual property rights in the relevant Content and have the right to assign or licence the Content to SOCIAL SOUP in the manner set out in these Terms of Use;
2. The relevant Content does not violate the privacy rights, contract rights or other rights (including intellectual property rights) of any person, corporation or entity;
3. The relevant Content does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;
4. The Content will not contain indecent, defamatory, menacing, offensive or unlawful content, or otherwise bring SOCIAL SOUP, the Site, App or the Service into disrepute;
5. Any and all opinions and views stated in the relevant Content are genuinely held by you;
6. Any and all statements in the relevant Content regarding your use and experience of a product or service are true and correct and fairly represent that use and experience and you will promptly notify SOCIAL SOUP if your opinion of the product or service changes from that which you have expressed to date;
7. The relevant Content does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
8. The relevant Content is original and does not contain materials that have been previously broadcast, streamed, published or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party;
9. If you are a member of any guild, union or industrial organisation, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to the Terms of Use, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest;
10. If the relevant Content contains images or references to third parties or third party property, that the third party (or third party property owner) has been informed and agrees in writing that such images or references may be used by SOCIAL SOUP (and its successors, assigns and licencees) in accordance with the Terms of Use without remuneration or compensation to the third party (or third party property owner); and
11. The mere use of the Content and the exercise of the intellectual property rights in the relevant Content by SOCIAL SOUP (and its successors, assigns and licencees) will not infringe any legal rights, copyright or other intellectual property rights of any person or entity nor give rise to a liability to pay compensation.
You acknowledge and agree that SOCIAL SOUP has the right at any time to moderate any Content after publication and that you will immediately make any reasonable modification or amendment requested by SOCIAL SOUP, subject to compliance with the Terms of Use.
You acknowledge and agree that SOCIAL SOUP has the right at any time to request that you remove any Content posted via the Service from your social media channels and that you will comply with such a request immediately upon receipt of notification.

Social Soup Community

SOCIAL SOUP encourages authentic engagements, whether between people, between Members, between a brand and its advocates, or otherwise. SOCIAL SOUP is committed to creating a community whereby users can connect to each other authentically. While we encourage everyone to communicate and share experiences, beliefs and opinions openly, we have developed specific terms in these Terms of Use to help protect you and discourage specific behaviour that SOCIAL SOUP believes to be objectional and against SOCIAL SOUP’s values, or that is otherwise likely to offend. For this reason, these Terms of Use strike a balance between promoting open communication while ensuring safety, dignity and promoting our values. By being a part of SOCIAL SOUP’s community, you agree to the following:
1. You are solely responsible for all of your interactions with any individual (including Members), and agree that SOCIAL SOUP are not responsible for your conduct or the conduct of any individual. If you become aware of any conduct that you consider breaches our Terms of Use, please bring it to our attention immediately so that we may investigate. While SOCIAL SOUP endeavours to monitor and actively oversee the SOCIAL SOUP community and the Service in its entirety, it is a reality that we may not be able to see offending material as quickly as you do, so we encourage you to flag these concerns with us;
2. You will follow these Terms of Use and, by failing to follow these Terms of Use, we reserve the right, in our absolute discretion, to delete any Content as well as restricting, disabling or deleting the user account of any Member or user or conduct any other course of action we deem to be appropriate;
3. You will not threaten to kill, attack, assault, hurt, harm, injure, inflict any pain or promote any violent action against an individual or group, or imply or encourage any individual to do the same;
4. You will not harass or incite any harassment against any individual and/or Member including using profanities or language of a rude or offensive nature. This also includes sending any abusive material or Content or inciting abusive behaviour targeted at an individual or group;
5. You will not shame, degrade, bully, blackmail or extort, or incite any individual to shame, degrade, bully, blackmail or extort any individual or group;
6. You will not promote any hateful behaviour or behaviour that targets an individual or group based on their race, ethnicity, sexual orientation, gender, religion, age, disability, condition or disease. This includes using insults, hate speech, slang or slurs that promotes hateful or objectional behaviour;
7. You will not promote any activity that is unlawful or encourages others to undertake an activity that is unlawful. This includes, but is not limited to, buying or selling illegal goods and/or services;
8. You will not engage in sexual advances or use language of an explicit or overt sexual nature or transmit any content that sexually objectifies or encourages others to sexually objectify an individual or group. This includes sending images, videos or other media that is, in our sole discretion, explicit or of an overtly sexual nature;
9. You will not use your account or SOCIAL SOUP’s community to engage in any behaviour that impersonates any Member or individual including using another Member or individual’s real name, user name, information or image in order to trick, mislead or confuse other users, Members or individuals;
10. You will not engage in any behaviour which undermines SOCIAL SOUP or any of our employees, directors, clients, affiliates or related bodies corporate. This includes any behaviour that we believe, in our sole discretion, has the potential to cause reputational damage or bring these entities into disrepute;
11. You will not repeatedly contact or solicit another individual or group for the purpose of commercial gain without receiving their express consent. This includes offering money or giveaways in exchange for goods or services;
12. You will not send high volumes of correspondence to another individual or group, either manually or using automatic software. You will also not send correspondence to a Member, an individual or group which, in our opinion, is unsolicited and/or unwanted;
13. You will not disclose any Member or individual’s personal information or information which we consider to be private. This includes a Member or individual’s phone number, home address or place of work. You will not encourage any other Member or individual to disclose the personal or private information of an individual without obtaining express consent from the person whose personal information is being disclosed;
14. You agree not to release any information about an individual or group that will jeopardise their account, including their password or passcode; and
15. You agree not to release any information or documentation about another Member or individual that, in the opinion of SOCIAL SOUP, is classed as confidential or private including, but not limited to, passport information, health information, biometric data or financial data.

Social Soup Clients

As part of the Service, Members may be presented with promotions, gifts, and testing ads from our clients (“Third Party Promotions”). All Third Party Promotions are paid for or authorised by the advertiser and do not represent an endorsement or recommendation by SOCIAL SOUP or its affiliates, or their directors or employees. Any dealings with any advertiser as a result of Third Party Promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, goods or services, are solely between the relevant Member and the advertiser or other third party. Members hereby agree that SOCIAL SOUP will not be held responsible or liable for any part of any such dealings.

Linked Sites

As noted above, SOCIAL SOUP may provide links to third parties’ websites (“Linked Sites”). Those links are provided for convenience only and may not remain current or be maintained. Unless otherwise notified on the Site or App, Linked Sites are not reviewed, controlled or examined by SOCIAL SOUP in any way. SOCIAL SOUP is not responsible for the content, privacy practices, availability, advertising, products or other materials on any such Linked Sites, or any links on the Linked Sites.
Except as otherwise explicitly stated on the Site or App, SOCIAL SOUP’s link with Linked Sites does not imply SOCIAL SOUP’s endorsement of, or association with, the Linked Sites. It is the Member’s sole responsibility to comply with the appropriate rules and guidelines, if any, applicable to the use of the Linked Sites.
In no event shall SOCIAL SOUP be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of links to the Linked Sites, the Linked Sites themselves, or the information or material accessed through the Linked Sites. Members should direct any concerns to the relevant Linked Site’s administrator or Webmaster. SOCIAL SOUP reserves the exclusive right, in its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or App and/or introduce different features or links to different Members.
SOCIAL SOUP may also utilise social networks or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). Your use of any social media platforms is subject to the particular social media platform’s prevailing terms and conditions of use. By using any social media applications or features on the Service, you consent and agree to be bound to the particular terms and conditions of use of the social media platform. You also acknowledge and consent to the App accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features of the Service. SOCIAL SOUP is in no way sponsored, endorsed or administered by, or associated with, any social media platform.

Disclaimer

You will of course appreciate that SOCIAL SOUP cannot accept responsibility for a number of matters relating to this Site, the Platform, the App, the SOCIAL SOUP community and the Service because – like the conduct of other Members – they are outside of SOCIAL SOUP’s reasonable control.
All information provided by SOCIAL SOUP on the Site, the Platform and the App is provided in good faith. You accept that any information provided by SOCIAL SOUP is general information and is not in the nature of advice. SOCIAL SOUP derives its information from sources which SOCIAL SOUP believes to be accurate and up to date as at the date of publication and SOCIAL SOUP reserves the right to update this information at any time.
This entire clause does not apply to any Consumer Guarantee under the Australian Consumer Law and does not apply to any liability of SOCIAL SOUP for failure to comply with a Consumer Guarantee under the Australian Consumer Law. Whilst SOCIAL SOUP endeavours to take all reasonable steps to ensure that the App, the Site and the Service operates as expected, the App, the Site and the Service and the entire contents of each are provided on an “as is” and “as available” basis without any warranties of any kind either expressed or implied, to the fullest extent permissible pursuant to applicable law. SOCIAL SOUP disclaims all warranties of merchantability, non-infringement and fitness for a particular purpose. SOCIAL SOUP does not make any guarantees and does not provide any undertaking that the Site, the App and/or the Service will be available at all times or that it will be error free, reliable or secure or free from viruses or other harmful components or that any defects will be corrected. You agree that your use of the Site, the App and/or the Service (including via the Platform) are at your own risk and that SOCIAL SOUP disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Site, the App and/or the Service, whether they are direct, indirect or consequential (including loss of profits, loss of business revenue or loss of goodwill). This includes any loss that results from any interference, malfunction, delays, failures or damage that occurs to your device or that results from accessing, installing, updating or using the Site, the App or the Service. You assume total responsibility for your use of the Site, the App and/or the Service, including compliance with all applicable road rules and regulations. Subject to the Consumer Guarantees, your sole remedy against SOCIAL SOUP for dissatisfaction with the Site, the App or the Service or any content is to stop using the Site, the App or the Service or such content. This limitation of relief is a part of the bargain between the parties.
If the supply of any goods or services by SOCIAL SOUP constitutes a supply of goods and/or services to a Consumer then subject to the limitation to this clause below and unless the goods and/or services are Consumer Goods or Consumer Services, SOCIAL SOUP’S and its affiliates’ and related entities’, its servants’, employees’ and agents’ liability for any breach of these Terms of Use, including any liability for any losses or consequential losses which you may suffer or incur because of a failure to comply with a Consumer Guarantee will be limited as SOCIAL SOUP may elect in its sole discretion, in the case of services supplied or offered by SOCIAL SOUP, to either (a) the supplying of the services again; or (b) the payment of the cost of having the services supplied again or, in the case of goods supplied or offered by SOCIAL SOUP, (c) the replacement of the goods or the supply of equivalent goods, (d) the repair of such goods, (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or (f) the payment of the cost of having the goods repaired. This clause does not apply if it is not fair or reasonable for SOCIAL SOUP to rely on it.
In these Terms of Use:
1. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
2. Consumer has the same meaning as given in section 3 of the Australian Consumer Law;
3. Consumer Goods means ‘goods of a kind ordinarily acquired for personal, household or domestic use or consumption’, as that expression is used in section 3 of the Australian Consumer Law;
4. Consumer Guarantee means a Consumer Guarantee applicable to this Services Agreement under the Australian Consumer Law, including any Express Warranty;
5. Consumer Services means ‘services of a kind ordinarily acquired for personal, household or domestic use or consumption’, as that expression is used in section 3 of the Australian Consumer Law;
6. Express Warranty has the same meaning as given in section 2(1) of the Australian Consumer Law;
7. Fair or Reasonable means ‘fair or reasonable’ for the purposes of section 64A of the Australian Consumer Law.

Limitation of Liability

In using the Site, the Platform, the App, SOCIAL SOUP’s community or the Service, you may be exposed to material that is harmful, obscene, misleading or inaccurate. Under no circumstances will SOCIAL SOUP be liable in any way for such material, including but not limited to any errors or omissions in such material or any loss or damage of any kind incurred as a result of any use of material posted, transmitted or otherwise made available via the Site, the SOCIAL SOUP community, the Platform, the App or the Service.
SOCIAL SOUP shall not be liable to Members for damages of any kind arising out of the Member’s use of the Site, the SOCIAL SOUP community, the Platform, the App or the Service. Without limiting their foregoing, in no event shall SOCIAL SOUP or any of its associated entities, successors in title, licensees or assigns be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, arising out of, or in connection with, the Site, the Platform, the App or the Service, these Terms of Use or any post, material or Content. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if SOCIAL SOUP or any other party has been advised of the possibility of such damages.
This does not affect SOCIAL SOUP’s or any client’s liability for death or personal injury arising from its or their negligence, or liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
SOCIAL SOUP shall not be obliged to issue any reward or prize that relates to, or arises out of misuse or abuse of the Site, the Platform and/or the App or to any person who has supplied false or misleading personal information.
Members using the Service may have access to third party products and services, including for the purpose of reviewing those products or services or as rewards or prizes. SOCIAL SOUP excludes all liability (including negligence) except for any liability that cannot be excluded by law for any direct or indirect injury, loss and/or damage arising in any way out of a Member’s acceptance and/or use of any such third party product or service. Applicable manufacturers and/or distributors should be contacted in regards to all warranty claims (where applicable) and any claim for loss and/or damage associated with their products and/or service.

Indemnification

Members hereby agree to indemnify, and must defend and hold harmless, SOCIAL SOUP, its related bodies corporate and clients, their officers and employees, from and against all actions, claims, suits, demands, damages, liabilities, costs or expenses, including reasonable legal fees, arising out of, or in any way connected to the use of the Site, the Platform or the App or information or content published therein; their use of the Service; participating in SOCIAL SOUP’s community; by someone using the Member’s username and password (whether or not authorised by the Member); their inability to use the Site, the Platform or the App; a breach of the Terms of Use either by the Member or by any person using the Member’s username and password (whether or not authorised by the Member); any claim against a SOCIAL SOUP client or customer for any reason; any claim by any third party (including any other Member) arising directly or indirectly from the Member’s breach of any of the provisions of the Terms of Use; any claim or allegation that the Member’s content infringes a third party’s rights (including intellectual property rights); the Member’s violation of any applicable laws, rules or regulations; and any misrepresentation made by the Member.

Termination

Members may terminate their membership with SOCIAL SOUP at any time by using the facility provided on the Site or the App. If a Member’s email address becomes invalid or unusable SOCIAL SOUP will suspend that Member’s account for a period of 30 days from the time we become aware of the problem. During the period of suspension, the Member will be able to access their account to update the Member’s email address. Other than a notification on the Site, the Platform or via the App, SOCIAL SOUP will not be responsible for notifying Members that their account has been suspended.
SOCIAL SOUP reserves the right to terminate a Membership without notice or cause, at its sole discretion or for any reason, including if:
1. Member’s account has been suspended for more than 30 days;
2. Member has failed to log in to the Site or the App for a period of more than 6 continuous months;
3. Member has breached the Terms of Use;
4. SOCIAL SOUP believes that any conduct by a Member is deemed to be detrimental to the business interests or reputation of SOCIAL SOUP; or
5. Any action has been taken by a Member that harms or potentially harms SOCIAL SOUP or its relationships with its Members, suppliers, affiliates, clients, partners and/or providers of Third Party Promotions.
If SOCIAL SOUP terminates a Member’s membership, that Member’s access to the Site, the App and the Service will also cease. Once a Member’s membership has been terminated by SOCIAL SOUP, that former Member will be ineligible to re-enrol at any future date.

Viruses, Hacking and Other Offences

Members must not misuse the Site or the App by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Members must not attempt to gain unauthorised access to the Site or the App, the server on which the Site or the App is stored or any server, computer or database connected to the Site or the App. Members must not attack the Site or the App via a denial-of-service attack or a distributed denial-of service attack. If a Member engages in such conduct, their right to use the Site and the App will cease immediately.
Members will report any such conduct to the relevant law enforcement authorities and Members hereby agree to co-operate with those authorities by disclosing their identity to them and providing all reasonable assistance in relation to the inquiries of such authorities.
SOCIAL SOUP will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Member’s computer equipment, computer programs, data or other proprietary material due to use of the Site or the App or to a Member downloading of any material posted on it, or on any website linked to the Site or the App.

Trade Marks

Generally, any word or device to which is attached the TM or ® symbol is a trade mark, which are owned either by us or a third party, including a client. For example, the name “SOCIAL SOUP” and socialsoup.com are trade marks of SOCIAL SOUP. If you use any of SOCIAL SOUP’s trade marks in reference to SOCIAL SOUP’S activities, products or services, you must include a statement attributing that trade mark to SOCIAL SOUP. You must not use any of SOCIAL SOUP’S trade marks:
1. in or as the whole or part of your own trade marks;
2. in connection with activities, products or services which are not SOCIAL SOUP’s;
3. in a manner which may be confusing, misleading or deceptive;
4. in a manner that disparages SOCIAL SOUP or our information, products or services (including this Site or the App).
You must seek permission to use third party trade mark directly from the owner of those trade marks.

Intellectual Property

Members acknowledge and agree that the Service, the Platform and/or the App and the Site contain or incorporate proprietary and confidential information that is protected by applicable intellectual property and other laws. Members may make a copy of the content for their own personal, non-commercial use only, provided that they keep all copyright and other proprietary notices intact. However, Members must, on notice by SOCIAL SOUP, return or destroy any such copies made. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in any intellectual property rights in any SOCIAL SOUP material to a Member.
Members must not post or transmit any material on the Site, the Platform, the App or Service in which the copyright (or other intellectual property rights) is owned by another person or entity without appropriate permission from that person or entity. Members therefore warrant that all material submitted to the Site, the Platform, the App or as part of the Service is that Member’s original work.
Members acknowledge that any information or material submitted by them to the Site, the Platform, the App or as part of the Service, including any discussion forum or on any third party website linked to their account, is and will be treated by SOCIAL SOUP as non-confidential and non-proprietary and SOCIAL SOUP may use such material without restriction or limitation (including passing that material on to our clients for their use without restriction or limitation, including publishing on their own sites and in other media and for marketing purposes) or payment to the Member.
When a Member posts or transmits Content or any material on the Site, the Platform, the App or the Service, that Member absolutely and unconditionally assigns to SOCIAL SOUP all right, title and interest in all intellectual property rights, including copyright, which subsists in such Content or material. For the purposes of this assignment, “intellectual property rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade or business names, domain names, designs, confidential information, trade secrets and know-how and any other similar industrial, commercial and intellectual property rights or obligations whether or not registered or registrable (and includes the right to apply for the registration of such rights) in any country and whether existing in Australia or otherwise.
The Member acknowledges and agrees that the Content and material assigned and all intellectual property rights subsisting in the Content and material irrevocably becomes the property of SOCIAL SOUP. The assignment set out in clause 62 is absolute, worldwide and for all uses and purposes including, without limitation, marketing or promoting SOCIAL SOUP’s or a client or customer’s products or services in any media, the re-assignment to any other person or entity (including SOCIAL SOUP’S clients and customers), licensing to any other person or entity (including SOCIAL SOUP’S clients and customers), the making of any copies, modifications, enhancements, adaptations or versions of the Content or material, creating derivative works, and including any releases of the Content or material in any medium. The Member must, upon request by SOCIAL SOUP, execute all documents and perform all acts necessary to vest all intellectual property rights in the Content or material in SOCIAL SOUP.
In some circumstances, SOCIAL SOUP may create a unique hashtag for use by Members for a certain project or survey. In the event that the Member posts Content or other material using the unique hashtag directly to a social media platform, rather than via the Site, the Platform or the App, the Member grants to SOCIAL SOUP a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence (and agrees to use their best endeavours to procure any relevant third parties to grant to SOCIAL SOUP such a licence) to use the Content or material in any way including marketing or promoting SOCIAL SOUP’s or a client or customer’s products or services in any media, making of any copies, modifications, enhancements, adaptations or versions of the Content or material, creating derivative works, and including any releases of the Content or material in any medium, without the further consent of the Member and without any further compensation payable to the Member.
To the extent necessary, Members consent to any acts by SOCIAL SOUP or SOCIAL SOUP’s licensees or assignees that may infringe that Member’s moral rights in the material that the Member creates (for example, SOCIAL SOUP may not always be able to identify the Member as the author of the material that they create and submit to the Site, the Platform and/or App).
The Member agrees to release SOCIAL SOUP and its successors and assigns, licencees, employees, servants or agents from any claims for remuneration or other compensation associated with any form of damage, whether foreseeable or not, sustained or suffered by the Member (or any other person), associated with the commercial or artistic use of the Content or material. The Member waives any right to inspect or approve the Content or any use of it.
The Member warrants that the Member and any other person featured in the Content consents to SOCIAL SOUP and its successors, licencees and assigns (which may include SOCIAL SOUP’S clients and customers) using the name, image, likeness and/or voice (including photograph, film and/or recording of the same) of the Member and/or other person in any media worldwide for an unlimited period of time without further notification, remuneration or compensation of any kind payable to the Member or other person for any purpose including promoting any products or services manufactured, distributed and/or supplied by SOCIAL SOUP or its successors, licencees and assigns.
Members agree not to at any time claim or assert that any use of the Content by SOCIAL SOUP and/or its successors, licencees and assigns infringes any right (including intellectual property rights) of the Member in the Content.
Members further acknowledge and agree that content contained in sponsorship, advertisements or information presented to Members through the Service or by advertisers may be protected by copyright, trade mark, patent or other proprietary rights and laws. Except as expressly authorised by SOCIAL SOUP, Members agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, App or the Site, in whole or in part.
All right, title and interest in all intellectual property rights in all of SOCIAL SOUP’S brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the App, the Platform, the Site or the Service (the “Brand Features”) are the property of SOCIAL SOUP and will remain or be vested in SOCIAL SOUP at all times. Your use of the Service will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features. SOCIAL SOUP, on a case by case basis and to the extent required, grants to you a limited, non-exclusive licence to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the Site, the Platform, the App or the Service (as applicable).
You may not decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the Site or the App to a human perceivable form; distribute or republish any element of the Site or the App in any way; resell, rent, lease or lend any element of the Site or the App; defeat, disable or circumvent any security feature of the Site or the App; or transfer any element of the Site or the App to any third party.

Governing law

The Terms of Use are governed by the laws in force in New South Wales, Australia.
You accept that any disputes about the Service, the Site or the App or their contents are to be determined by the courts having jurisdiction in New South Wales, Australia in accordance with the laws in force in New South Wales, Australia (except any principle of conflict of laws inconsistent with this requirement).
The Service and SOCIAL SOUP’s community may be accessed throughout Australia and overseas. SOCIAL SOUP makes no representation that the content of this Site, the App, SOCIAL SOUP’s community or the Service, complies with the laws (including intellectual property laws) of any country outside Australia. If you access the Service or SOCIAL SOUP’s community from outside Australia, you are responsible for ensuring compliance with all laws in the place where you are located.

General

SOCIAL SOUP accepts no liability for any failure to comply with these Terms of Use where such failure is due to circumstances beyond SOCIAL SOUP’s reasonable control. You must do all things, including sign such documents, as may be required to assure SOCIAL SOUP’s rights, and those rights of any third party beneficiary, under these Terms of Use. If SOCIAL SOUP waives any rights available to us under these Terms of Use on one occasion, this does not mean that those rights will automatically be waived on any other occasion. If any of these Terms of Use are held to be invalid, unenforceable or illegal for any reason, the remaining provisions of the Terms of Use will nevertheless continue in full force.
Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between SOCIAL SOUP and any Member.
Any clause in these Terms of Use which is illegal, void or enforceable, is only ineffective to the extent of that illegality, voidness or unenforceability, without invalidating the remaining clauses.
If you are the driver of a vehicle (or other form of transport), you must not use the Service while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the Service when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the Service. In the interests of safety at all other times, SOCIAL SOUP recommends that you only use the Service when it is lawful and safe to do so.