Terms of Use

Effective date: 11 May 2023

1 Acceptance of Terms of Use

1.1 This Terms of Use and the Privacy Policy (“Terms of Use”) is between you (“you”, “your”) and Starred Pty Ltd trading as Ramen Life (ABN 166 142 167 41) “we”, “us” or “our”), collectively referred to as "the “parties” and each a “party”.

1.2 If you are agreeing to the Terms of Use not as an individual but on behalf of your company, then “you” or “your” means your company, and you are binding your company to the Terms of Use and representing that you have authority to bind your company to the Terms of Use.

1.3 We provide a platform for our clients (“Hosts”) to create and manage online communities (“Communities”) using our technology (“Platform”). The access and use of our general website (https://www.ramenlife.co/) and any other Community or website powered by the Platform (the “Sites”), are offered to you subject to the Terms of Use.

1.4 The Terms of Use constitute a binding legal agreement between you and us, and your continued use of the Site constitutes your acceptance and acknowledgement of the Terms of Use, our Privacy Policy at (https://www.ramenlife.co/privacy-policy), and any other policy displayed on the Site, all of which constitute a part of the Terms of Use. If you do not agree to the Terms of Use, you must not use the Site.

1.5 We may amend or modify the Platform or any Site, the Terms of Use and/or the Privacy Policy at our sole discretion and at any time.  Any amendments are effective 14 days after publication on the Site. Your continued use of the Site indicates your continued acceptance of the Terms of Use as modified.

1.6 The Terms of Use will prevail over any other terms or agreement between you and us, except if you are a Host, in which case the Host Terms (https://www.ramenlife.co/hosts-terms/) prevail over these Terms of Use to the extent of any inconsistency.

2 Preconditions to use

2.1 Access to and use of this Site is subject to you being at least 18 years old and having the legal capacity to enter into binding contracts. Accordingly, by using the Site you warrant the above to us.

2.2 If you are 13 or older but under the age of 18, you represent that you have reviewed this Agreement with your parent or legal guardian to make sure that you and your parent or legal guardian understand this Agreement. If you are a parent or guardian permitting a person under the age of 18 (a Minor) to create an account, you agree to:

    (a) exercise supervision over the Minor's use of our Site;

    (b) assume all risks associated with the Minor's use of our Site and their Account, including the transmission of content or information to and from third parties via the Internet;

    (c) ensure that the content and information that the Minor may encounter on our Site are suitable for the Minor;

    (d) assume liabilities resulting from the Minor's use of our Site and their account;

    (e) ensure the accuracy and truthfulness of all information submitted by the Minor; and

    (f) provide the consents contained in this Agreement on behalf of the Minor.

2.3 If the above conditions are not satisfied, please cease using the Site immediately.

3 Registration, Membership and Communications

3.1 You may be required to register as a member (“Member”) to access certain features of the Site. If you choose not to register as a Member, you may still access certain features of the Site as a “Visitor.” Any Member or Visitor using the Site is referred to in these Terms of Use as a “User”.

3.2 When you register and activate your Member account (the “Account”), you will provide us with personal information such as your name and email address and other personal details. You must ensure that this information is accurate and current. We will handle all personal information we collect in accordance with our Privacy Policy.

3.3 You will create a username (being your chosen email address) and password. You are responsible for keeping this username and password secure and are responsible for all use and activity carried out under this username. You must not share your Account credentials with any third party. We do not authorise anyone to use the service on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your Account.

3.4 You may use your Account to join multiple Communities hosted on the Site. You acknowledge that each Community you join may be managed by different Hosts.

3.5 You must not impersonate some other individual, business or company. In case you try to present yourself as another individual or company, your Account may be suspended and/or terminated.

3.6 You acknowledge that there may be different types or classes of membership, which may provide the relevant Member different privileges or features which may not be available to other Members.

3.7 You agree to receive email communications from us and Hosts. The purpose of such communication may be, but is not limited to, service updates, marketing communications, Community updates, and other notifications relating to our Site or your Account. 

3.8 You acknowledge that you can manage your notification settings via your Account or opt-out of receiving marketing materials from us by using the opt-out facilities provided (e.g. an unsubscribe link) or contacting us at hello@ramenlife.co.

4 Community Managers

4.1 Each Site is managed by one or more Members with additional privileges appointed by the Host (“Community Manager/s”). By using the Site each Member acknowledges the Community Manager’s authority to:

    (a) add, remove or suspend any Member to or from the Community at the Community Manager’s discretion;

    (b) vary the privileges of the Member, including adding or removing certain privileges of the Member (which may affect what the Member is able to do on the Site or the Community);

    (c) edit, moderate, delete, remove or export any content, text, files, data, documents, communications, video, images, code, media or other materials of any type that you upload, submit or otherwise transmit to or through the Site (the “Uploaded Content”), at the Community Manager’s sole discretion;

    (d) discontinue the use of the Community and Site;

    (e) access, use and export your personal information for the Host’s internal business use, for purposes related to the Community, or for the Members’ reasonably assumed interests of the Members. This includes, without limitation, to communicate with you via the Community or email. However, the Community Managers and Hosts must not sell your personal information to a third-party or use or disclose it for commercial purposes unrelated to the Community;

    (f) any other action that the Community Manager deems necessary in order to manage the Community or Site, or ensure compliance with these Terms of Use.

5 Uploaded Content

5.1 In relation to any Uploaded Content, you:

    (a) represent and warrant to us that you have all right, title, interest and authority in the Uploaded Content, or a valid Licence to the Uploaded Content;

    (b) represent and warrant to us that you have the permission to use the name and likeness of each person whose image appears in any Uploaded Content in the manner contemplated by these Terms of Use;

    (c) represent and warrant to us that the use or exploitation of Uploaded Content will not infringe the rights of any third party (including, but are not limited to, intellectual property rights and privacy rights); and

    (d) agree and undertake to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Uploaded Content to or via the Site.

5.2 While you retain ownership of all Uploaded Content, you give us and any Host or Community Manager a non-exclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, and otherwise use the Uploaded Content in connection with the operation or management of the Site or related Community. This includes, without limitation:

    (a) the right to make Uploaded Content available to others, including other Sites or Communities, partners and third-parties;

    (b) the right to make Uploaded Content available to third-party suppliers, service providers and integrations which we, or our Host’s, use in order to operate the Site, our business or to provide services to you;

    (c) to comply with any applicable laws or legal obligations;

    (d) to enforce these Terms of Use; or

    (e) to respond to claims that any Your Content violates the rights of third parties.

5.3 Please be aware that certain Uploaded Content and other information you upload into the Sites (including personal information) may be accessible to the public, including through search engine searches. You are advised that you should not upload any information to the Sites that you do not wish to be accessible to the public.

5.4 It is your responsibility to back up any Uploaded Content to your own systems. We do not guarantee that the Site or the Uploaded Content will always be available at all times.

6 Your conduct

6.1 In using the Site, you must:

    (a) always act courteously and politely with us and any User;

    (b) strictly comply with any policy or guidelines displayed on the Site;

    (c) obey all laws whatsoever (including international law) which may apply in respect of your use of the Site.

    (d) not take any action that is likely to impose upon the Site (or our servers, or the servers of our or third-party suppliers) a disproportionately large load;

    (e) not interfere with the proper working of the Site or any activities conducted via the Site, including by using any automated or manual software or process to "crawl", "spider" or engage in similar conduct in relation to the Site;

    (f) not copy, scrape or use any Uploaded Content in connection with a competitive service;

    (g) except to the extent the Copyright Act 1968 (Cth) allows you to do so, not reverse engineer or otherwise seek to obtain any source code forming part of the Site;

    (h) not to do anything or add any Uploaded Content:

        (i) that may result in you, us or any other User breaching any law, regulation, rule, code or other legal obligation;

        (ii) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, profane, in breach of confidence, in breach of privacy or harassing;

        (iii) that would bring us or the Site into disrepute;

        (iv) that you know (or ought reasonably to suspect) is false, misleading, untruthful or inaccurate; or

        (v) that contains or constitutes unsolicited or unauthorised advertising (including junk mail or spam),

and we reserve the right to restrict, suspend, or terminate your Account and membership of the Communities and the Site if you breach the above conduct rules or in any other way misuse the services provided in the Communities or on the Site.

6.2 You acknowledge that we have absolute discretion to limit how you interact on the Communities and the Site.

6.3 You agree not to use the Site to collect, manage or process Sensitive Information (as defined below). We will not have any liability that may result from your use of the Site to collect or manage sensitive information.

6.4 In this clause:

    (a) "Sensitive Information" means:

        (i) credit or debit card numbers; personal financial account information; Tax File or Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other financial or health information, including any information subject to other regulations, laws or industry standards designed to protect similar information; 

        (ii) any information defined under EU data protection laws as ‘Sensitive Personal Data’; and; 

        (iii) any commercially sensitive information including but not limited to financials and intellectual property including patents or trade secrets.

7 Intellectual Property Rights

7.1 Except as otherwise stated below, you agree that we are the sole owners or licensees of all intellectual property rights whatsoever related to the Platform (including all features of the Platform, code and design elements), and nothing in the Terms of Use constitutes a transfer of any intellectual property rights in or related to the Platform. This includes any enhancements or modifications of the Platform, and the “Ramen Life” name and logo.

7.2 You are granted a limited, revocable licence to use the Site for the purposes contemplated in these Terms of Use, subject to your compliance with the Terms of Use.

7.3 Any names or logos clearly associated with a Host are and will remain the sole property of the Host.

7.4 You must not do anything which breaches or otherwise interferes with our intellectual property rights, the intellectual property rights of any of our third-party licensors, or the intellectual property rights of any Host. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform or any Site without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.

7.5 You acknowledge and agree that damages may not be an adequate remedy for a breach of this clause 7 and that equitable or injunctive relief may be necessary.

8 Third party sites and content

8.1 The Site may contain links to websites that are owned and operated by third parties. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.

8.2 You acknowledge and agree that when you access a third-party website available via a link contained on the Site:

    (a) you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;

    (b) we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and

    (c) you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Site.

8.3 You acknowledge that the Communities and Sites contain access to third-party content (including without limitation, content uploaded by Hosts or other Users) and other interactions over which we have no control. We assume no responsibility for, nor do we endorse, screen, or approve any third-party content, offerings, or materials made available to you within a Community or on the Site, or the conduct of third parties who participate in a Community or on the Site.

9 Limitation of liability

9.1 To the maximum extent permitted by law, we exclude all warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied (the “Warranties”) whatsoever unless expressly stated, including but not limited to in relation to any other User of the Site or any goods or services offered by us or any User, and in relation to any Uploaded Content.

9.2 You acknowledge that we do not vet, endorse or recommend (and exclude all liability for) any particular User, goods or services offered on the Sites. Any rating information displayed on the Sites consists of statements of opinion and not statements of fact or recommendations.

9.3 You acknowledge that any advice or information provided on the Sites is of a general nature only and we do not guarantee that it is true, accurate or current.

9.4 You acknowledge that when you use the Site or the Account in any way, you do so entirely at your own risk and relying on your own enquiries and judgement. We exclude any liability arising in connection with you losing access to your Account or any unauthorised access to your Account. You are solely responsible for maintaining the security of your Account. Likewise, you are solely responsible and liable for any activity on your registered Account, and the security of your registered Account.

9.5 You acknowledge that we will modify the Site from time to time, including by adding, modifying or deleting features and functions, in an effort to improve your experience and may do so without notice to you. Whilst we endeavour to not make changes that materially reduce the functionality provided to you, we cannot guarantee the Site will continue to meet your business needs as a result of these modifications.

9.6 We expressly disclaim any representation or warranty that the Site or goods and services offered by us or any User complies with all applicable laws and regulations outside of Australia. If you use the Site outside of Australia, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Site.

9.7 To the extent that any law restricts our right to exclude Warranties under the Terms of Use, the Terms of Use must be read subject to those provisions and nothing in the Terms of Use is intended to alter or restrict the operation of such provisions. If those statutory provisions apply, notwithstanding any other provision of the Terms of Use, to the extent that we are entitled to do so, we limit our liability pursuant to such provisions:

    (a) in the case of goods:

        (i) to the replacement of the goods or the supply of equivalent goods; or

        (ii) to the payment of the cost of replacing the goods or of acquiring equivalent goods; and

    (b) in the case of services:

        (i) to the supply of the services again; or

        (ii) to the payment of the cost of having the services supplied again.

9.8 Our liability arising in connection with the Terms of Use or the Site is limited as follows:

    (a) we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;

    (b) our total maximum total liability arising in connection with the Terms of Use is capped to the total amount of $1,000;

    (c) our liability is excluded to the extent that you contributed to the liability;

    (d) we exclude all liability for anything you have been aware of for longer than six months and you have not commenced a claim;

    (e) we exclude all liability in relation to any content on the Site including, without limitation, any Uploaded Content; and

    (f) our liability is subject to your duty to mitigate your loss.

9.9 We expressly disclaim any warranties with respect to the accuracy of the data resulting from the Site and/or any actions you may pursue or refrain from taking pursuant to such output.

9.10 We provide the Site on an “as is” and on an “as available” basis without any Warranties as to continuous, uninterrupted or secure access to the Site, that its servers are free of computer viruses, bugs or other harmful components, that defects will be corrected, or that you will not have a disruption or other difficulties in using the Site.

9.11 In the event that we terminate the Site or your access to the Site pursuant to the Terms of Use, you release us from all liability, loss or claims suffered by you as result of or arising out of such termination.

9.12 All subclauses of this clause 9 are cumulative to one another.

10 Release and Indemnity

10.1 To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

10.2 To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.

10.3 In this clause:

    (a) Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

    (b) Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

    (c) Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.

    (d) Relevant Matter means anything in connection with:

        (i) any damage to person, property, personal injury or death;

        (ii) your breach of the Terms of Use;

        (iii) any matter for which we have purported to disclaim or exclude liability for under the Terms of Use;

        (iv) any Uploaded Content;

        (v) your use, misuse, or abuse of the Site; and

        (vi) your breach or failure to observe any applicable law.

11 Termination

11.1 You acknowledge and agree that:

    (a) we may terminate your access to the Site at any time without giving any explanation;

    (b) we may terminate the Terms of Use immediately by notice to you in writing if you are deemed to breach the Terms of Use or associated policies in any way, in our sole discretion; and

    (c) termination of the Terms of Use or your access to the Site does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.

12 General

12.1 You must not assign, sublicense or otherwise deal in any other way with any of your rights under the Terms of Use.

12.2 If a provision of the Terms of Use is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

12.3 The Terms of Use are governed by the laws of New South Wales and each party submits to the exclusive jurisdiction of the courts of New South Wales and all courts of appeal from there.

12.4 Any waiver of any term on the Terms of Use by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.

12.5 The contents of the Terms of Use constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of the Terms of Use, whether orally or in writing.

12.6 A provision of the Terms of Use which can and is intended to operate after its conclusion will remain in full force and effect – including without limitation clauses 5, 7, 9, 10, 11 and all indemnities, disclaimers and releases.