Terms of Use

This Terms of Use Agreement (the “Agreement”) is between you (referred to as “you”, “your”, “they” or “their”) and Starred Pty Ltd trading as Ramen Life (ABN 166 142 167 41) (referred to as “Ramen Life”, “we”, “us” or “our”), collectively referred to as the parties and each a party. The access and use of our website (ramenlife.co) (the “Site”), its subdomains, platforms, content, tools, and services (together, the “Platform”) are offered to you subject to the terms of use set forth in this Agreement.

If you are agreeing to this Agreement not as an individual but on behalf of your company, then “you” or “your” means your company, and you are binding your company to this Agreement.

By using the Platform, you acknowledge that you:

(i) have read, understood and accepted the terms in this Agreement;

(ii) have the authority to act on behalf of any person or entity for whom they are using the Platform, and;

(iii) are deemed to have agreed to the terms in this Agreement on behalf of any entity for whom they use the Platform.

The Site and the Platform are owned and operated by Ramen Life. By accessing or using the Site or Platform, you accept this Agreement and any modifications that we may make to this Agreement from time to time. We may update the Agreement at any time. You may view the most recent version at https://ramenlife.co/terms. It is your responsibility to review the most recent version of the Agreement frequently and remain informed about any changes to it. By continuing to use the Platform, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and Ramen Life regarding the Platform.

If you do not agree to any provision of this Agreement, you should not use the Platform.

Upon registering your Account, or by using or accessing our Platform or services, you indicate your assent to be bound by this Agreement.

1. The Platform

The service made available through the Platform is a cloud-based startup community management web application that helps to connect, engage, support and track entrepreneurs and their startups.

The Platform is as described throughout the Site as may be amended from time to time. This Agreement is applicable to users who initially set up a Ramen Life community and manage it (“Administrators”) as well as Members (e.g. entrepreneurs, mentors, investors, company representatives) who are invited by Administrators to join or choose to join a community on the Platform (“Member”). The term “user” encompasses all users, including both Administrators and Members (“User”).

2. Eligibility to Use our Services

If you are a User, than you hereby warrant the following:

(i) you are over 18 years of age, or if you are a corporation, the corporation is valid and allowed to enter into this Agreement. By using the Platform you agree and warrant to use the Site in accordance with this Agreement.

(ii) 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 and Platform;

b) assume all risks associated with the Minor's use of our Platform 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 and Platform are suitable for the Minor;

d) assume liabilities resulting from the Minor's use of our Platform 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.

(iii) If you are under 13 years old, do not use the Platform or the Site.

3. User Accounts

The services made available on the Platform require you to register an account; you must complete the registration process by providing current, complete and accurate information as prompted by the applicable registration form (“Account”).

Any registration and Account information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your Account.

When you register and activate your Account, you will provide us with personal information such as your name, email address and password. You may also choose to complete your profile which includes but is not limited to details of your education background, telephone number, work experience details, skills, awards, group affiliations, achievements, interests, opportunities sought, networking objectives, a bio and individuals and businesses that you follow. You may also choose to add business and/or startup details including but not limited to industry, year founded, opportunities sought, status, funding, type of business, location, staff numbers, business model, goals, announcements and awards/ achievements. You must ensure that this information is accurate and current. We will handle all personal information we collect in accordance with our Privacy Policy (https://ramenlife.co/privacy).

When you register your Account, we will provide you with a user name (your email address) and password. You are responsible for keeping this user name and password secure and are responsible for all use and activity carried out under this user name. You agree to notify Ramen Life immediately of any unauthorised use of your Account or any other breach of security. Ramen Life will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. You may not use anyone else’s Account at any time.

4. Collection Notice

We collect personal information about you in order to process your registration, create your Account and provide you with features and functions of the Platform. The features and functions of the platform are intended to assist you in finding and connecting with opportunities, information, founders, employees, mentors, investors or professionals; and to assist other founders, employees, mentors, investors or professionals and business opportunities to find and connect with you and for purposes otherwise set out in our Privacy Policy at (https://ramenlife.co/privacy).

We may disclose that information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of our services or products to you. We may also disclose your personal information to recipients that are located outside of Australia, including to third party suppliers and cloud providers located in the United States of America, United Kingdom and Canada.

Our Privacy Policy explains:

(i) how we store and use, and how you may access and correct your personal information;

(ii) how you can lodge a complaint regarding the handling of your personal information; and

(iii) how we will handle any complaint. If you would like any further information about our privacy policies or practices, please contact us at hello@ramenlife.co.

By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and this Agreement.

5. Administrators

Each Ramen Life community shall be managed by an Administrator. By using the Platform each Member acknowledges the Administrator’s authority to:

(i) add any Member to the Ramen Life community at the Administrator’s discretion;

(ii) remove any Member from the Ramen Life community at the Administrator’s discretion;

(iii) discontinue the use of the Ramen Life community and Platform;

(iv) add a Member as an additional Administrator of the Ramen Life community;

(v) cease your role as an Administrator of the Ramen Life community and appointing another Member as an Administrator instead;

(vi) delete or remove any Content from the community which in the Administrator’s discretion is inappropriate or unsuitable; or

(vii) remove Content or communications which are abusive, illegal, or disruptive, or that otherwise fail to conform with this Agreement.

As an Administrator, you shall be responsible for payment to Ramen Life for the community or communities to which you manage.

As an Administrator, you agree and acknowledge that the Platform and Member Content must only be used for your own lawful internal business purposes, in accordance with this Agreement.

6. Accuracy, Completeness and Timeliness of Information

The information on our Site and Platform is not comprehensive and is intended to provide a summary of the subject matter covered. While we use all reasonable attempts to ensure the accuracy and completeness of the information on our Site and Platform, to the extent permitted by law, including the Australian Consumer Law, we make no warranty regarding the information on this Site or Platform. You should monitor any changes to the information contained on the Site and Platform.

We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of this Site, Platform or a linked website. You must take your own precautions to ensure that whatever you select for your use from our Site or Platform is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.

We may, from time to time and without notice, change or add to the Platform or Site (including the Agreement) or the information, products or services described in it. We are not liable to you or anyone else if errors occur in the information on the Site or Platform or if that information is not up-to-date.

7. Your Content

Content” means any data, documents, content, code, communications, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Platform.

You will retain all right, title and interest in and to your Content in the form provided to Ramen Life. Subject to the terms of this Agreement, you hereby grant to Ramen Life and our assigns, agents, licensees and Administrators a non-exclusive, worldwide, irrevocable and royalty-free right, with the right to sublicense through multiple tiers of sub-licensees, to (a) collect, use, reproduce, distribute, copy, store, transmit, modify and create derivative works of your Content, in each case solely to the extent necessary to provide the Platform and service to you and (b) enable you to share your Content or interact with other people, to distribute and publicly perform and display your Content as you direct or enable through the Platform (c) provide a copy of Content for the Administrators of the communities to which you have joined for the purpose of the Administrator and the company to which they act on behalf of, so that they may continue to provide their internal business services following the Termination of their Ramen Life Account and community. Ramen Life may also access your Account or instance in order to respond to your support requests.

You should not upload any content in which you do not have sufficient rights to grant this license to Ramen Life.

You are solely responsible for your own Content posted to the Platform, the consequences of posting, using, disclosing, storing, or transmitting that Content, and reliance on Content found using the Platform. Ramen Life is not responsible for the consequences of any Content in any of the Ramen Life communities.

If you create or modify any Content on Ramen Life, you agree to:

(i) provide accurate, and current information;

(ii) maintain the security of your Account;

(iii) be fully responsible for all use of your Account and for any actions that take place using your Account.

You represent and warrant that:

(i) you have obtained all necessary rights, releases and permissions to provide all your Content to Ramen Life and to grant the rights granted to Ramen Life in this Agreement and

(ii) your Content and its transfer to and use by Ramen Life as authorised by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised herein is not inconsistent with the terms of any applicable privacy policies.

You will defend, indemnify and hold harmless Ramen Life from and against any loss, cost, liability or damage, including legal fees, for which Ramen Life becomes liable arising from or relating to any claim relating to your Content, including but not limited to any claim brought by a third party alleging that your Content, or your use of the Platform is in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving:

(i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice);

(ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and

(iii) all reasonable necessary cooperation of Ramen Life at your expense.

We may remove or delete your Content within a reasonable period of time after the termination of your Subscription Term.

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

"Sensitive Information" means (a) 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; (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’; and (c) any commercially sensitive information including but not limited to financials and intellectual property including patents or trade secrets.

8. Acceptable Use

You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to our Site or Platform, including but not limited to:

(i) any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals;

(ii) using the Site or Platform to defame or libel us, our employees or other individuals;

(iii) uploading files that contain viruses that may cause damage to our property or the property of other individuals;

(iv) posting or transmitting to the Site or Platform any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security.

By using the Platform, you agree not to take any of the following actions:

(i) using the Platform for any purpose in violation of local, state, national, or international laws;

(ii) act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;

(iii) use an image that is not your likeness or a head-shot photo for your profile;

(iv) create a false identity or misrepresent your identity, including but not limited to the use of a pseudonym;

(v) create an account for anyone other than yourself (a real person);

(vi) use or attempt to use another’s account;

(vii) harass, abuse or harm another person;

(viii) send spam or publish other unwelcomed communications or Content to others;

(ix) post anything that contains software viruses, worms, or any other harmful code, or post any unsolicited or unauthorised advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unauthorised by Ramen Life;

(x) act in an unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable manner;

(xi) violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;

(xii) violate the intellectual property or other rights of Ramen Life;

(xiii) manipulate identifiers in order to disguise the origin of any message or post transmitted through the Platform;

(xiv) copy or use the information, Content or data of others available on the Platform (except as expressly authorised);

(xv) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology, or any part thereof;

(xvi) share or disclose information of others without their express consent;

(xvii) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” on the Platform or any related data, Content or information;

(xviii) use bots or other automated methods to access the Platform, or override any security feature of the Platform;

(xix) create profiles or provide Content that promotes escort services or prostitution;

(xx) copy or use the information, Content or data on Ramen Life in connection with a competitive service;

(xxi) rent, lease, loan, trade, sell/re-sell access to the Platform or any related Content, information or data;

(xxii) sell, sponsor, or otherwise monetise any feature of the Platform, without our consent;

(xxiii) remove any copyright, trademark or other proprietary rights notices contained in or on our Platform;

(xxiv) monitor the Platform's availability, performance or functionality for any competitive purpose;

(xxv) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform;

(xxvi) override any security feature of the Platform; and/or,

(xxvii) interfere with the operation of, or place an unreasonable load on, the Platform (e.g., spam, denial of service attack, viruses, gaming algorithms).

Ramen Life has no obligation to monitor any Content uploaded to the Platform. In case of breach of this Agreement Ramen Life may, at its sole discretion, take any or all of the following actions:

(i) record the dialogue and Content in the Ramen Life community on the Platform;

(ii) investigate an allegation that Content does not conform with this Agreement and determine in its sole discretion to remove or request the removal of such Content;

(iii) remove Content or communications which are abusive, illegal, or disruptive, or that otherwise fail to comply with this Agreement;

(iv) terminate or limit a user’s access to the Platform or to certain Ramen Life communities upon any breach of this Agreement;

(v) monitor, edit, or disclose any Content or communication in any Ramen Life community;

(vi) edit or delete any Content or communication(s) posted using the Platform, regardless of whether such Content or communication(s) violate this Agreement; and/ or,

(vii) Ramen Life or its licensors have no liability or responsibility to Users or any other person or entity for performance or non-performance of the activities set forth in this Section.

9. Security

Ramen Life implements certain security measures to help protect your Content from security attacks. However, you understand that use of the Platform necessarily involves transmission of your Content over networks that are not owned, operated or controlled by us, and we are not responsible for any of your Content lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Content will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third party service providers.

10. Electronic Communications

By creating an Account, you agree that Ramen Life, Administrators and our carefully selected business partners may send you direct marketing communications, notifications about actions taken on the platform by you or other Users, community updates, and information about the Platform, services or products. This may take the form of emails, SMS, system notifications, mail or other forms of communication, in accordance with the Spam Act and the Privacy Act. You may opt-out of receiving marketing materials from us by contacting us at hello@ramenlife.co or by using the opt-out facilities provided (e.g. an unsubscribe link).

We will communicate with you about your Account by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

When you contact us by sending emails to us, you are communicating with us electronically and you consent to receive communications from us electronically.

11. Orders

Ramen Life’s Site or Platform ordering documentation, order form or purchase flow (“Order”) will specify your authorised scope of use for the Platform, which may include: (a) number and type of authorised Users, (b) storage or capacity, (c) the length of the Subscription Term (as defined below) and/or (d) other restrictions or billable units (as applicable, the “Scope of Use”). The term “Order” also includes any applicable product, service or support renewal, or purchases you make to increase or upgrade your Scope of Use.

12. Service

Subject to the terms and conditions of this Agreement, Ramen Life grants you a non-exclusive, non-transferable, revocable right to access and use the Platform during the applicable Subscription Term (as defined below) in accordance with this Agreement. You acknowledge that our Platform is an on-line, subscription-based service and that we may make changes to the Platform from time to time.

The Platform is provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription by emailing admin@ramenlife.co. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination unless you meet the criteria of our Return Policy (Section 18).

Administrators will not be given access to the Account to use the Platform until payment is made, unless otherwise agreed by the Ramen Life.

You acknowledge that the Platform is hosted by Ramen Life (or a third party contracted by the Ramen Life); that Users access the Platform using the internet or other connection to the Ramen Life’s servers (or third party servers contracted by Ramen Life); the Platform is not available locally from your system, and that no back-end access to the Platform is available to the Users. You acknowledge that Ramen Life will modify the Platform from time to time, including by adding, modifying or deleting features and functions, in an effort to improve your experience. Whilst we endeavour to not make changes that materially reduce the functionality provided to you during the Subscription Term, we cannot guarantee the Platform will continue to meet your business needs as a result of these modifications.

13. Beta Products and Features

You understand that any pre-release and beta products or features of the Platform we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available products or Platform features. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions.

14. Your Obligations

You warrant that all information provided to us is true, accurate and complete.

When making an Order, you must provide us a valid email address, name and mobile number for the lead Administrator for the Account. You must also provide valid billing details, including company name, ABN or ACN, head office address, mailing address and billing contact name and email address. You acknowledge that we will use these contact details to send important information to you from time to time and it is your responsibility to ensure that this information is correct and up to date.

You acknowledge and agree that:

(i) you are authorised to use the Platform and to access any information or Content that you input into the Platform;

(ii) the service offered using the Platform must only be used for your own lawful internal business purposes, in accordance with this Agreement;

(iii) all usernames and passwords required to access the Site and Platform are kept secure and confidential;

(iv) if you become aware of any unauthorised use of the your password, Account or any other breach of security, you will immediately notify us;

(v) it is your responsibility to determine that the services offered using the Platform meets your needs and business requirements, and is suitable for its purposes;

(vi) in the event of a defect in the Platform or error in the documentation, you shall notify us of any such defect or error and provide us with a documented example of any defect promptly after it is detected; and

(vii) you will cooperate with us in diagnosing any reported Platform defect including the timely provision of access, information, Content, data, decisions and approvals as reasonably requested by us.

Access to and the use of the Platform, the Site, any services using the Platform or any services offered through the Site is at your own risk.

You remain solely responsible for complying with all applicable laws. It is your responsibility to ensure that the storage of and access to the Content via the Platform and the Site comply with laws which are applicable to you, including any laws requiring you to retain records of the Content.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform and the Site, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, Account, passwords (including but not limited to Administrator and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.

15. Restrictions

You must not, whether by itself or through any affiliate, agent or third party (including any User), except as otherwise expressly permitted in this Agreement or with Ramen Life’s prior written consent:

(i) adapt, distribute, encumber, reproduce, modify, create derivative works of, sell, rent, lease, loan, sub-license or otherwise transfer, publish, provide access to or disclose the Platform to any third party;

(ii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Platform, except as permitted by law;

(iii) attempt to circumvent or disable the Platform or any technology features or measures in the Platform by any means or in any manner;

(iv) publicly disseminate information regarding the performance of the Platform;

(v) copy the Platform in whole or in part;

(vi) use the services offered through the Platform or on the Site in any manner to aid in the violation or infringement of any third-party Intellectual Property, including but not limited to copyrights, trade secrets, and patents;

(vii) take any action that interferes in any manner with our rights with respect to the Platform;

(viii) attempt to remove, tamper with, undermine, attempt to override or otherwise interfere with the security or integrity of our computing systems, the Platform or any location at which the Platform is hosted by a third party or that third party’s computing systems and networks;

(ix) use, or misuse, the service offered through the Platform in any way which may impair the functionality of the Platform, the Site or other systems used to deliver the Platform or impair the ability of any other User to use the Platform or the Site;

(x) transmit or input into the Platform or the Site any files that may damage any other person's computing devices or software, content that may be offensive, or material or Content in violation of any law (including any content protected by copyright or trade secrets which you do not have the right to use); or

(xi) remove, destroy, or obscure from view any copyright, trade mark or confidentiality notice or legend appearing on or within the Platform.

16. Ownership and Feedback

The Platform is made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “Order”, “purchase” or “sale”. Ramen Life and its licensors, successors and permitted assigns have and retain all right, title and interest, including all intellectual property rights, in and to the Platform (including all Beta Version products and features), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Ramen Life, including without limitation as they may incorporate Feedback (“Ramen Life Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Ramen Life, including in the course of receiving services, support and maintenance (“Feedback”). Ramen Life may in connection with its Platform or any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Ramen Life's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

Nothing in the Site or Platform grants any license or right to use any marks displayed therein without the written permission of the owner of the mark. Your misuse of the marks displayed on the Site, the Platform or any other content on this Site is strictly prohibited.

All improvements to the Platform will vest in Ramen Life upon creation.

17. Payments

You agree to pay us the applicable fees and taxes as set forth in your Order (“Subscription Fee”). Failure to pay the Subscription Fee may result in the termination of your Account. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

In making payments, you acknowledge that you are not relying on future availability of the Platform beyond the current Subscription Term or any Platform upgrades or feature enhancements.

A valid credit card is required for paying your Subscription Fee. You authorise us (or a third party contracted by the Ramen Life) to store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your service (e.g. subscriptions) and to facilitate easy payment for new services.

You must pay us for applicable fees and taxes unless you cancel the service, in which case you agree to still pay these fees through the end of the applicable Subscription Term unless you are eligible for a Return (see Section 18 – Return Policy).

Payment is billed in advance on an annually or monthly basis, depending on the account chosen by the Administrator. Prices of all services, are subject to change upon 30 days’ notice from Ramen Life. Such notice may be provided at any time by posting the changes to the Site or Platform.

All Subscription Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only our Australian (federal or state) income taxes.

18. Return Policy

As part of our commitment to customer satisfaction, it is our customary business practice to allow customers to cancel an Order within 100 days of payment for any reason or no reason and to receive a refund of the amount paid (“Return”). A return means that we will disable access to the Platform. We will not accept returns after the 100-day return period. You understand that Ramen Life may change this practice in the future.

19. Cancellation and Termination

Administrators

You are solely responsible for properly cancelling your Order or Subscription Term. Notice of cancelation should be on the company letterhead, signed by an authorised person and be delivered to our nominated contact email admin@ramenlife.co.

This Agreement is in effect for as long as you have a valid Subscription Term, unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Subscription Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Subscription Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to Ramen Life, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Platform Subscription Fees, support or services. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you will no longer have any right to access the Platform, or any information or materials that we make available to you under this Agreement, including Ramen Life Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request.

We may terminate the Agreement immediately, without notice and in our sole discretion, if:

(i) you breaches any of the terms of this Agreement, and do not remedy the breach within a reasonable period after receiving notice of the breach if the breach is capable of being remedied;

(ii) we reasonably suspect that you are attempting to reverse engineer the Platform or attempting to bypass technical restrictions in the Platform or on the Site;

(iii) you use the services offered through the Platform to store data and files unrelated to the features of the services offered through the Platform, or for distributing documents, files, videos or audio to third parties for purposes unrelated to the services offered by us under this Agreement;

(iv) you fail to provide us with clear or timely instructions to enable us to perform our obligations under this Agreement; or,

(v) we are unable to make the services available through the Platform due to an event of Force Majeure for a period of longer than 30 days.

Upon any termination Ramen Life, upon request from an Administrator, will make all Content related to the Ramen Life community Platform to which you manage, available to you for electronic retrieval in JSON format for a period of thirty (30) days, but thereafter Ramen Life may, but is not obligated to, delete stored Content (“Data Export”). Upon receipt of a request for Content, we have a period of ninety (90) days to complete this Data Export in JSON format to you. Accounts with less than 12 months Subscription Fees paid in-full at the time of the Data Export request or that have requested a Return, will incur a $1,000 AUD administration fee for Data Export requests.

On termination or completion of the Subscription Term, we may retain your documents (including copies) as required by law or regularity requirements. Your express or implied agreement to the terms in this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these terms.

All clauses required to give them effect survive termination of this Agreement.

Members

Ramen Life, in its sole discretion, has the right to suspend or terminate Member Accounts and refuse any and all current or future use of the Platform for any reason at any time. Such termination will result in the deactivation or deletion of the Member’s Account or access to the Member’s Account, and the forfeiture and relinquishment of all Content in the Member’s Account. Ramen Life reserves the right to refuse service to anyone for any reason at any time.

Following cancellation or termination of the services and your Subscription Term, Ramen Life may store or delete, at Ramen Life’s discretion, Member’s personal information and Content. If you wish Ramen Life to delete all your Member personal information, please contact us at admin@ramenlife.co and we will delete such personal information within 96 hours. All clauses required to give them effect survive termination of this Agreement.

20. Confidentiality

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Ramen Life Technology and any performance information relating to the Platform shall be deemed Confidential Information of Ramen Life without any marking or further designation. Except as expressly authorised herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document:

(i) was rightfully in its possession or known to it prior to receipt of the Confidential Information;

(ii) is or has become public knowledge through no fault of the Receiving Party;

(iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or

(iv) is independently developed by employees of the Receiving Party who had no access to such information.

The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of the Platform.

21. Links to Other Websites

The Site and Platform may contain links and references to websites of others. Ramen Life may, from time to time, at its sole discretion, add or remove links to other websites. These links are provided solely as a convenience to Users, and access to any such websites is at your own risk. You are recommended to review the information provided by third parties (such as, but not limited to, the terms of service and privacy policy of the relevant website) before accessing such websites. In no event will Ramen Life be responsible for the information contained in such websites, their practices or for your use of or inability to use such websites, or transmissions received from such sites. You expressly relieve Ramen Life from any and all liability arising from such use of any third-party website.

22. Third Party Vendor Products and Applications

Third parties may from time to time make available to you (e.g., through the Ramen Life Resources section on the Platform) third-party products or services. If you procure any of these third party products or services, you do so under a separate agreement (and exchange of data) solely between you and the third party vendor. Ramen Life does not warrant or support non-Ramen Life products or services, whether or not they are designated by Ramen Life as “verified” or otherwise, and disclaims all liability for such products or services. If you install or enable any third party products or services for use with Ramen Life products, you acknowledge that Ramen Life may allow the vendors of those products and services to access your Content as required for the interoperation and support of such add-ons with the Ramen Life products. Ramen Life shall not be responsible for any disclosure, modification or deletion of your Content resulting from any such access by third party add-on vendors.

We may, in its absolute discretion, enable you to use third-party applications in conjunction with the Platform. You acknowledge and agree that:

(i) such third-party applications may only be used through an application programming interface (API) for the Platform;

(ii) we reserve the right to introduce resource restrictions for utilising the API without prior notice;

(iii) we reserve the right to modify, enhance or disable the API;

(iv) we may allow the providers of those third-party applications to access any inputted data or Content as required for the inter-operation of such third-party applications with the Platform; and

(v) we are not responsible for any disclosure, modification or deletion of data or Content resulting from any access to such data by third-party application providers.

23. Publicity Rights

We may identify you as a Ramen Life customer or user in our promotional materials. You may request that we stop doing so by submitting an email to hello@ramenlife.co at any time. Please note that it may take us up to 30 days to process your request.

24. Improving Our Products

We are always striving to improve our Platform. In order to do so, we need to measure, analyse, and aggregate how Users interact with our Platform, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Platform as described in our Privacy Policy (https://www.ramenlife.co/privacy).

25. Warranties and Disclaimers

Each party warrants to the other that it has the right and authority to enter into this Agreement and that this Agreement will be legally binding on it.

Save to the extent required by law, Ramen Life has no special relationship with or fiduciary duty to you. It is understood and agreed that Ramen Life has no control over, and no duty to edit or review for accuracy or appropriateness any Content provided by you or Content provided by any User. Ramen Life does not provide any warranty whatsoever, with respect to any Content provided by you or by any User. It is hereby made explicitly clear that Ramen Life shall not be held responsible for any acts and/or omissions on the part of any User.

The Platform may use third-party hosting services which are provided without any sort of warranties, and we cannot ensure that these third-party hosting services are provided free of defect or without interruption.

We do not warrant that use of the Platform will be uninterrupted or error free. The operation of the Platform is dependent on public telephone services, computer networks and the Internet, which can be unpredictable and may from time to time interfere with the use of the Platform. We accept no responsibility for any such interference or prevention of your use of the Platform, or for any issues caused by Internet connectivity, including the corruption of files in transmission.

RAMEN LIFE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SITE AND PLATFORM “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. RAMEN LIFE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RAMEN LIFE EXPRESSLY DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE ACCURACY OF THE DATA RESULTING FROM THE PLATFORM AND/OR ANY ACTIONS YOU MAY PURSUE OR REFRAIN FROM TAKING PURSUANT TO SUCH OUTPUT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS SITE OR THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR OR VIRUS FREE.

You acknowledge and agree that:

(i) the Platform may not be in final form or fully functional and may contain errors, design flaws or other problems which cannot or will not be corrected by us;

(ii) the Platform and its use may result in unexpected results, loss of Content, project delays or other unpredictable loss or damage to you;

(iii) all risk arising out of the use or performance of the Platform remains with you. You understand and agree that the use of the Platform, material or data downloaded or otherwise obtained through the use of the Platform is at its own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to its computer, system or network. We are not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Platform, any third-party software or operating system;

(iv) we are not responsible for any loss of Content or data caused by your use of the Platform, or by a third party, or any loss of Content or data that occurs outside the scope of backup processes, including Content or data lost between backup intervals;

(v) we may pursue any available equitable or other remedy against you as a result of a breach by you of any Term of this Agreement, and;

(vi) we will not be liable for any non-compensatory damages, including punitive, aggravated, multiple, exemplary, liquated or any other non-compensatory damages or the consequences of non-payment.

We exclude from this Agreement all conditions, warranties and terms implied by statute, general law or custom, except those that cannot be excluded in law (Non-excludable Conditions) such as certain warranties under the Competition and Consumer Act 2010 (Cth).

Legislation, including the Australian Consumer Law (“ACL”) contained in Schedule 2 of the Consumer and Competition Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by Ramen Life to you which cannot be excluded, restricted or modified (“Statutory Rights”). Subject to this clause any representation, warranty, condition or undertaking which, but for this clause, would be implied in this Agreement by law is excluded.

Nothing in this Agreement removes your Statutory Rights. You agree that our liability for the Platform provided to consumers is governed solely by the ACL and this Agreement. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.

Nothing in this Agreement is to be read as excluding, restricting or modifying the application of any legislation which by law cannot be excluded, restricted or modified.

26. Limitation of Liability

IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR PLATFORM OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE. Neither Ramen Life nor its affiliated or related entities or its content providers are responsible or liable to any person or entity whatsoever for any direct or indirect loss, damage (whether actual, consequential, punitive, special or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information provided on the Platform or from the use of, or the inability to use any content or thereon. You specifically agree that Ramen Life is not liable for any defamatory, offensive, or illegal conduct of any User. If you are dissatisfied with the Site or the Platform or any materials thereon, or with these terms of use, your sole and exclusive remedy is to cease using the Site and Platform.

WITHOUT DEROGATING FROM ANY OF THE FOREGOING, OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, IF ANY, IN CONNECTION WITH THE SITE, THE PLATFROM OR THE AGREEMENT WILL BE LIMITED TO THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO US, IF ANY DURING THE SERVICES GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN US AND YOU.

To the extent permitted by law, our liability for any claim arising directly or indirectly from a breach of any Non-excludable Condition implied by statute is limited, to one or more of the following:

(i) a refund of any Subscription Fee paid by you to us; or

(ii) resupply to you the service made available using the Platform.

Subject to the clause above, our total liability to you otherwise in connection with this Agreement for loss or damage of any kind whether arising in contract, tort (including negligence), equity, under statute or otherwise is limited to the amount equivalent to the Subscription Fees paid by you. The obligations under this clause will survive termination of this Agreement.

27. Privacy Policy

Information that we collect and use about you is subject to our Privacy Policy located at https://www.ramenlife.co/privacy. By accessing the Site or Platform you consent to the collection and use of information as described in our Privacy Policy, as may be amended by us from time to time.

28. Dispute Resolution and Governing Law

Neither party may start court, tribunal or arbitration proceedings (except proceedings seeking urgent interlocutory relief) if a dispute arises out this Agreement (“Dispute”), unless it has first complied with this clause.

A party claiming that a Dispute has arisen must give written notice to the other party giving details of the Dispute (“Notification”).

Within 14 days (or any longer period agreed by the parties) of receipt by the other party of a Notification, persons of sufficient seniority authorised to settle the Dispute on behalf of each party must attempt in good faith to resolve the Dispute, failing which the parties must seek to agree on an alternative dispute resolution technique to resolve the Dispute.

If the parties fail to agree on the dispute resolution technique to be used within a further 7 days (or any longer period agreed by the parties), the Dispute will be referred to mediation by, and in accordance with the rules of, the Australian Commercial Disputes Centre Limited. The mediation will be conducted in Sydney in the English language.

The parties must continue to perform their respective obligations under this Agreement pending the resolution of a Dispute including payment of Subscription Fees.

Each party must bear its own costs of complying with this clause.

The laws of the New South Wales, Australia, will govern this Agreement, without regard to its conflict of law principles. Any and all legal claims, suits or actions that arise in connection with this Agreement and/or the Site or Platform, claimed against us shall be brought exclusively in the courts located Sydney, New South Wales, Australia.

29. Limitation of Claims

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform, Site, services or the Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

30. Waiver and Severability

The failure of Ramen Life to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any of the provisions of this Agreement are held invalid, unenforceable, or void by a court or other tribunal of competent jurisdiction, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

31. Headings

Headings are for ease of reference only and do not affect interpretation.

32. Questions & Contact

Any questions or requests with respect to this Agreement should be addressed to hello@ramenlife.co.