Tees and Cees

Welcome to Humdrum Side Quests! Side Quests is a pilot feature available in our mobile application (Humdrum App) that enables users to engage in community-based activities. Upon completion of these activities, users earn points which can be redeemed for prizes at various levels (Side Quests), as set out in more detail on our website (Site).

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say Humdrum, we, us, or our, we mean The Basic Company Pty. Ltd t/as Humdrum (ACN 622 465 150).

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot engage in Side Quests unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

Email: info@humdrum.au

Our disclosures

Please read these Terms carefully before you accept. We draw your attention to:

• our privacy policy (on the Site) which sets out how we will handle your personal information;
• clause 1.4 (Variations) which sets out how we may amend these Terms; and
• clause 9 (Liability) which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link in Side Quests, or for featuring certain goods or services in Side Quests.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Engagement and Term

1. These Terms apply from the time you agree to these Terms or start using Side Quests, until the date these Terms are terminated in accordance with their Terms (Term).
2. Subject to your compliance with these Terms, we will provide you with access to Side Quests.
3. We will not be responsible for any other services unless expressly set out in these Terms or on our Site.
4. Variations: We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to engage in Side Quests after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease engaging in Side Quests.

2. Side Quests

1. You acknowledge that because of the developmental nature of Side Quests, you use them at your own risk and we have no obligation to maintain or provide error corrections. We may discontinue them at any time at our sole discretion, including changes to the types of activities, user interface, points or Prize structures.
2. Participation in the Side Quests is entirely at your discretion. You engage in all Side Quests at your own risk.
3. Participation in the Side Quests involves voluntary engagement with the features in our Humdrum App and community activities at no cost to you. No purchase, payment or consideration is required to participate in Side Quests. While we strive to always make Side Quests available to you, we do not make any promises that these will be available 100% of the time. Side Quests may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

3. Points and Prizes

1. You may earn tokens and points by completing verified Side Quests as displayed in our Humdrum App.
2. Tokens and points have no monetary value and cannot be transferred, sold, or assigned to other users.
3. We may, subject to availability and our discretion, conduct monthly raffles where Prizes will be awarded on a random basis. Prize redemption is subject to the availability of prizes.
4. Unclaimed Prizes may, at our discretion, be added to subsequent month's Prize pools.
5. We reserve the right to:
   • modify the tokens and points system and prize structure at any time by giving notice to you;
   • verify completion of Side Quests through reasonable means including image recognition, location verification, or manual review. Where consent is required, we will obtain this from you before verification is conducted; and
   • refuse prize redemption if we reasonably suspect fraudulent activity.
6. Prizes are provided "as is" without warranty, and we are not liable for any defects in prizes or their suitability for your purposes.
7. Prizes are awarded on a random basis and are decided by chance. Where necessary, the Prize may be subject to separate terms and conditions in order to comply with trade promotion regulations. On occasion, certain prizes may be awarded based on your completion of certain challenges based on skill or other criteria set out on the Humdrum App from time to time.
8. All information collected as part of our points verification process will be treated in accordance with our Privacy Policy and relevant privacy laws.

4. Account

1. You must sign up for an Account in order to access and engage in Side Quests.
2. While you have an Account with us, you agree to:
   • keep your information up-to-date (and ensure it remains true, accurate and complete);
   • keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
   • notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
3. If you close your Account, you will lose access to Side Quests.

5. Your Obligations

You must not:

• access or use Side Quests in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• interfere with or interrupt the supply of the Side Quests, or any other person's access to or use of the Side Quests;
• conduct unsafe and appropriate contact with other users engaging in Side Quests via our Humdrum App or in the real world;
• engage in unsafe practices and prioritise your safety and the safety of others when engaging in Side Quests;
• trespass, or in any manner attempt to access any property or location where you do not have a right or permission to be while engaging in Side Quests;
• when submitting Side Quests Content in accordance with clause 6, submit content that falsely represents your completion of the Side Quest;
• use any unauthorised or modified version of the Side Quests, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Side Quests; or
• access or use the Side Quests to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

6. Intellectual Property, Data and Side Quests Content

1. We own all intellectual property rights in the Side Quests. This includes how the Side Quests look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Side Quests.
2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

1. We do not own any of Your Data, but when you use the Side Quests, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Side Quests (and for a reasonable period of time afterwards) to:
   • supply the Side Quests to you (for example, to enable you to access and use the Side Quests), and otherwise perform our obligations under these Terms;
   • verify completion of Side Quests;
   • improve, develop and protect the Side Quests including diagnosing problems with the Side Quests; or
   • send you information we think may be of interest to you based on your marketing preferences.
2. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.
3. You are responsible for (meaning we are not liable for):
   • the integrity of Your Data on your systems, networks or any device controlled by you; and
   • backing up Your Data.
4. When you use the Side Quests, we may create anonymised statistical data from Your Data and usage of the Side Quests (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Side Quests, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
5. If you do not provide Your Data to us, it may impact your ability to receive the Side Quests.

Side Quests Content

1. When you submit photos, videos, or other content as part of Side Quests (Side Quests Content), you grant us a licence to use, display, and distribute such content for:
   • verification of Side Quests completion;
   • internal leaderboards and recognition;
   • social posts and promotional materials related to Side Quests; and
   • Humdrum App improvement purposes.
2. You warrant that any content you submit:
   • does not infringe any third party rights;
   • complies with privacy laws regarding any individuals featured; and
   • is accurate regarding the completion of the specific Side Quest.

This clause 6 will survive the termination or expiry of these Terms.

7. Privacy and Personal Information

1. We collect location data when you participate in location-based Side Quests and/or images to verify image-based Side Quests in accordance with our privacy collection notice available at https://www.humdrum.au/privacy-policy.
2. We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy available on the Site, and applicable privacy laws.
3. You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).
4. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

This clause 7 will survive the termination or expiry of these Terms.

8. Consumer Law Rights

1. In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
2. If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

This clause 8 will survive the termination or expiry of these Terms.

9. Liability

1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
   • your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
   • any use of the Side Quests by a person or entity other than you.
2. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
   • your participation in real-world Side Quests activities;
   • your interactions with third parties or the community during Side Quests activities; or
   • any physical activities, travel or community engagement undertaken as part of Side Quests.
3. You acknowledge that Side Quests activities may involve physical movement, community interaction, travel, and creative activities. You assume full responsibility for assessing the safety and suitability of any Side Quests activity before participation.
4. Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
   • neither we or you are liable for any Consequential Loss;
   • a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
   • (where the Side Quests are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Side Quests again or paying the cost of having the Side Quests supplied again; and
   • our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to AU$1,000.

This clause 9 will survive the termination or expiry of these Terms.

10. Notice Regarding Apple

1. To the extent that you are using or accessing the Side Quests on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Side Quests and any content available on the Side Quests.
2. Apple has no obligation to furnish you with any maintenance and support services with respect to the Side Quests.
3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party's intellectual property rights.
6. You agree to comply with any applicable third-party terms when using our mobile application.
7. Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
8. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

11. Suspension and Termination

Suspension

1. We may suspend your access to the Side Quests where we reasonably believe there has been any unauthorised access to or use of the Side Quests. If we suspend your access to the Side Quests, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter.

Termination

1. We may terminate these Terms if we decide to discontinue the Side Quests, in which case we will provide you with written notice.
2. You may terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 12.8), and termination will take effect immediately.
3. These Terms can be terminated by either Party (the Non-Defaulting Party) with immediate effect if the other party (the Defaulting Party) fails to fulfill a significant obligation under these Terms. If the Defaulting Party does not correct the breach within 10 business days after receiving written notice from the Non-Defaulting Party, the Non-Defaulting Party has the right to terminate these Terms immediately.
4. Upon termination of these Terms, we will retain Your Data and Side Quests Content (including copies) as required by law or regulatory requirements.
5. Termination of these Terms will not affect any other rights or liabilities that we or you may have.

This clause 11 will survive the termination or expiry of these Terms.

12. General

1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
2. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.If the Dispute is not resolved at that initial meeting:
   • where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
   • where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Perth, Western Australia, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
3. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Side Quests), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
4. Governing law: These Terms are governed by the laws of Western Australia, and any matter relating to these Terms is to be determined exclusively by the courts in Western Australia and any courts entitled to hear appeals from those courts.
5. Illegal Requests: We reserve the right to refuse any request for or in relation to the Side Quests that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
6. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
7. Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
8. Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
9. Professional Services Disclaimer: The Side Quests do not constitute, and are not a substitute for, financial, legal or risk management advice.

13. Definitions

In these Terms:

• Account means an account accessible to the individual or entity who signed up to the Side Quests.
• Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of the Side Quests (including the Side Quests) will not constitute "Consequential Loss".
• Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
• Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
• Prize or Prizes means the rewards available for redemption through the point system in Side Quests such as physical rewards, gift vouchers, merchandise or other items as specified in the Humdrum App.
• Side Quests means the community-based activities we provide to you, as detailed at the beginning of these Terms.
• Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving the Side Quests or stored by or generated by your use of the Side Quests, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Side Quests. Your Data does not include any data or information that is generated as a result of your usage of the Side Quests that is a back-end or internal output or an output otherwise generally not available to users of the Side Quests.

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