Terms of Service (Qdooh Media Partners)

  1. Introduction

    We appreciate your interest in Qdooh advertising platform, www.qdooh.com (the "Services"). By using our Services, you agree to these Terms of Service (the “Terms"). These Terms will take precedence over any other terms. Please read these Terms carefully. As used in these Terms of Service, "you" or "Media Owner" means the individual or entity using the Services. "We," "us" or "Realworld" means Realworld Advertising Pty Ltd, owner and operator of the Services, and the "parties" means you and Realworld.

  2. Access to the Services

    Your use of the Services is subject to your creation and our approval of a Media Owner Account (an "Account"). We have the right to refuse or suspend access to the Services. In order to verify your Account, we may ask for additional information from you. By signing up to the Services, you permit us to serve advertisements and other content ("Ads”) to your advertising sites (each a “Site”) when available. In addition, you grant Realworld the right to access, index and cache the Sites, including by automated means.

  3. Use of Services

    You may use our Services only as permitted by these Terms. You may discontinue your use of any Service at any time by removing the relevant code and/or Ads from your Sites.

  4. Changes to the Terms

    We are always modifying and improving our Services. We may add or remove features or functionalities at any time, and we may suspend or stop a Service altogether. We may amend or change the Terms at any time to account for new functionality, new features or new legislation. We'll notify you of any amendments to the Terms on your account page or by email. If you don't agree to any amendments to the Terms, you may stop using the Services and cancel your Account.

  5. Payment

    Subject to this Section and Section 6 of these Terms, you will receive a payment related to the number of valid QR-code scans (“Clicks”) on Ads displayed on your Sites, or other valid actions performed in connection with the display of Ads on your Sites. We will pay you within thirty (30) days of the end of the calendar month in which the revenue was generated. To ensure correct payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. Payments will be calculated based on Realworld analytics which will be displayed on your Account.

    If we suspect that you have not complied with the Terms, we may withhold or delay a payment for the period for which payment is made. You acknowledge and agree that, whenever Realworld is required to provide refunds or credits to an Advertiser, you will not be entitled to receive any payment for any associated use of the Services. Additionally, Realworld reserves the right to withhold or adjust payments to you to exclude any amounts Realworld determines arise from invalid activity.

  6. Termination

    Realworld may at any time temporarily suspend or terminate your use of the Services, because of invalid activity or your failure to comply with the Terms. If Realworld closes your Account due to inactivity, we will pay you any remaining balance owed to you, subject to Section 5. If you dispute any payment made or withheld relating to your use of the Services, or, if Realworld terminates your Account and you dispute your termination, you must notify Realworld within thirty (30) days by email. If not, you waive any claim related to the disputed payment or termination. You may terminate your use of the Services at any time by cancelling your Account. Your Account will. If you terminate your Account we will pay you any balance remaining on your Account, subject to Section 5, within sixty (60) days of your cancellation.

  7. Taxes

    Realworld is responsible for all taxes associated with the transactions between Realworld and advertisers in connection with Ads displayed on the Sites. You are responsible for all taxes associated with the Services. All payments to you from Realworld in relation to the Services will be treated as inclusive of tax, if applicable.

  8. Platform maintenance

    You authorise Realworld to periodically conduct maintenance work that may affect your use of the Services. From time to time we may perform maintenance work without notice.

  9. Intellectual Property

    Neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party, other than as expressly set out in these Terms. Realworld grants you a non-exclusive, non-sublicensable license for use of our software in connection to the Service. This licence is for the sole purpose of using the Services as permitted by these Terms. Other than distributing Ads, you may not copy, modify, distribute, sell, or lease any part of our Services or software, or reverse engineer or attempt to extract the source code of that software. We grant you a non-exclusive, non-sublicensable license to use Realworld's trade names, logos, domain names, solely in connection with your use of the Services and in accordance with the Terms. We may include your name and logo in our marketing materials.

  10. Privacy

    Our privacy policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Realworld can use such data in accordance with our privacy policy. Where we are required to by law, we will make commercially reasonable efforts to get end user consent on any information we may collect on the end user's device in connection with the Services.

  11. Confidentiality

    You agree not to disclose Realworld Confidential Information without our prior written consent. "Realworld Confidential Information'' includes: (a) all Realworld software, technology and documentation relating to the Services; (b) Clicks or other statistics relating to Site performance as pertaining to the Services; (c) the existence of, or information about, any experimental features in a Service; and (d) any other information made available by Realworld that is marked confidential. Realworld Confidential Information does not include information that was known to you prior to your use of the Services, information in the public domain, information that was independently developed by you, or that was lawfully given to you by a third party.

  12. Indemnity

    You agree to indemnify and defend Realworld, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Sites, your use of the Services, or your breach of the Terms. Realworld's advertisers are third-party beneficiaries of this indemnit.

  13. Representations, Warranties and Disclaimers

    You represent and warrant that (i) you have full power and authority to enter into the Terms; (ii) you are the owner of, or are legally authorised to act on behalf of the owner of, each Site; (iii) you have control over the way in which the Services are implemented on each Site; (iv) all of the information provided by you to Realworld is correct and current.

    OTHER THAN SET OUT IN THE TERMS, REALWORLD DOES NOT MAKE ANY PROMISES ABOUT THE SERVICES OR OUR ABILITY TO MEET YOUR NEEDS. ADDITIONALLY, WE DO NOT MAKE ANY PROMISES ABOUT THE CONTENT WITHIN THE SERVICES, THE FUNCTION OF THE SERVICES, THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO GENERATE REVENUE. WE PROVIDE THE SERVICE "AS IS".

    TO THE EXTENT PERMITTED BY LAW, REALWORLD EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED. REALWORLD EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT SUCH STATUTORY WARRANTIES OR CONDITIONS APPLY AND CANNOT BE EXCLUDED, TO THE EXTENT TO WHICH REALWORLD IS ALLOWED, REALWORLD LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE WARRANTIES OR CONDITIONS TO, AT REALWORLD’S OPTION, THE SUPPLYING OF THE SERVICES AGAIN OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

    Nothing in these Terms, including Sections 11, 12 and 13, shall exclude or limit Realworld's warranty or liability for losses which may not be lawfully excluded or limited to the maximum extent permitted by law.

  14. Limitation of Liability

    TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS OR PROPRIETARY INTERESTS RELATING TO THE TERMS, (i) IN NO EVENT SHALL REALWORLD OR YOU BE LIABLE UNDER THE TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE DAMAGES, OR LOSSES AND EXPENSES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND EXPENSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY'S AGGREGATE LIABILITY UNDER THE TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE TERMS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

    Each party acknowledges that the other party has entered into the Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of negotiation between the parties.

  15. Miscellaneous

    Entire Agreement. The Terms our entire agreement relating to your use of the Services and supersedes any prior agreements on that subject. Terms may be amended in writing, signed by both parties that expressly states that it is amending these Terms, or as set out in Section 4, if you keep using the Services after Realworld amends the Agreement.

    Assignment. You may not assign or transfer any of your rights under the Terms.

    Independent Contractors. The parties are independent contractors and the Terms do not create an agency, partnership, or joint venture.

    No Third-Party Beneficiaries. Other than as set forth in Section 12, the Terms do not create any third-party beneficiary rights.

    No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of these Terms will not constitute a waiver.

    Severability. If it turns out that a particular term of these Terms is not enforceable, the balance of these Terms will remain in full force and effect.

    Survival. Sections 5, 6, 9, 12, 14, and 15 of these Terms will survive termination.

    Governing Law. All claims arising out of or relating to this the Terms or the Services will be governed by New South Wales law. The Parties submit to the exclusive jurisdiction of the courts of Australia located in New South Wales.

    Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, and Internet disturbance) that was beyond the party's reasonable control.

    Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings.