WEBSITE, GEM APP AND GENERAL TERMS AND CONDITIONS

Last updated 17 July 2022

GEM is a subscription-based platform which offers its customers exclusive access to rewards, discounts, cashback offers and exclusive offers and deals in Australia (Deals) to its members through its website and downloadable digital software application (GEM Rewards Program).

This website and/or mobile application is owned and operated by Giving Even More Pty Ltd (ACN 656 165 589) of C/- MBC Accountants Suite 2, Level 1, 28 Young Street, Moonee Ponds, Victoria 3039 (“GEM”, “We”, “ Our” or “Us”).

By engaging with GEM through the GEM App or Website, you acknowledge and agree that your access to, and use of, this website is STRICTLY subject to these Terms and Conditions. This will apply for all person and entities, engaging, using or accessing the GEM App or Website, and the content thereupon, including but not limited to any person or entity who is a customer, client, browser, merchant, vendor, associate or commercial partner, or prospective commercial party intending to be engaged in dealings with GEM.

GEM operates the GEM Rewards Program, GEM App and the Website under grant of licence from Giving Even More Holdings Pty Ltd (GEM Holdings) for the use of all intellectual property, assets, data and database and entitlements contained therein (or accessed therefrom), and by engaging with GEM, you agree that these Terms and Conditions are at all times subject to the condition of the such licence and that all aforementioned rights to data exchanged through the GEM App and Website are owned by and retained by GEM Holdings. You acknowledge and accept that GEM Holdings is entitled to be assigned or novated all GEM’s rights, entitlements and obligations under these Terms and Conditions. To the fullest extent permitted in law (including as a deed poll by you), you agree and acknowledge that GEM Holdings is vested and granted all rights, entitlements benefit held by GEM in this agreement and in connection with all terms, conditions, covenants or authorisations provided herein, notwithstanding that GEM Holdings is not a party to the agreement. You agree that GEM Holding may exercise all rights and entitlements under this agreement, on its own behalf, in the place of GEM or on behalf of GEM at its sole discretion.

If you do not understand the following Terms and Conditions and require further assistance, please contact us support@thegem.com between 8am-3pm AEST Monday to Friday (excluding public holidays) and GEM will use its best endeavours to respond within 48 hours.

These terms and conditions may be referred to as the “Website and General Terms and Conditions” from time to time (including but not limited to any trade promotion terms and conditions, our Privacy Policy and our Cookies Policy)

1. TERMS AND CONDITIONS

1.1 These Terms and Conditions govern your use of the Website and GEM App, your engagement with GEM and your entitlements under, and access to the GEM Rewards Program.

1.2 In these Terms and Conditions:

a. we may refer to you as “you”, “your” or “User”;

b. “Deal/s” mean the rewards, promotions, discounts and deals from third parties suppliers to which GEM provide its Package Holders and Members access as part of the GEM Rewards Program.

c. “Foundation Members” are Members who subscribe for Membership prior to 7:20PM, 31 July 2022, and are subject to Special Promotion Terms and Conditions applying at that time, or such other period of time as GEM may determine at its discretion.

d. “GEM App” or “App” means the web app, web application, mobile application, app and any other like software utilised by GEM from time to time;

e. “Members” mean subscribers of Memberships (as described hereunder and in Schedule 1) provided by GEM;

f. “Package Holders” means purchasers of Packages (as described hereunder and in Schedule 1) provided by GEM; and

g. “Related Parties” includes “Associate”, “Related Body Corporate” and “Related Entity” within the meaning given to that term in the Corporations Act 2001 (Cth), including but not limited to GEM Holding, in addition to their affiliates, directors, officers, employees, agents, sub-agents, contractors, sub-contractors, partners, principals, parent company, licensors, licensees, representatives, successors and assigns of a party and expressly includes any call centre engaged or used by the party, and where the context permits includes persons who may become, or who have ceased to be, such persons;

h. “Website” or “Site” means the internet website www.thegem.com, and all its pages (excluding third party pages and sites);

1.3 GEM reserves the right to change these Terms and Conditions anytime without providing any notice. However, each order placed on this Website will be governed by the Terms and Conditions in force on the date of the transaction.

2. ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE

2.1 TAKE NOTE: PLEASE READ THESE TERMS AND CONDITIONS BEFORE SUSBCRIBING FOR A GEM PACKAGE OR MEMBERSHIP, ACCESSING THE GEM REWARDS PROGRAM OR USING THE GEM APP OR WEBSITE. BY ACCESSING AND USING THE GEM APP OR WEBSITE, REGISTERING OR SUBSCRIBING WITH GEM AND/OR PLACING AN ONLINE ORDER WITH GEM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS and our Privacy Policy, Cookies Policy and any other policies GEM introduce from time to time (“Policies”). IF YOU DO NOT AGREE TO ADHERE TO THESE TERMS AND CONDITIONS AND POLICIES, YOU MUST IMMEDIATELY EXIT THE GEM APP AND WEBSITE AND DO NOT CONTINUE TO ACCESS THE GEM APP AND WEBSITE’S CONTENT OR USE IT TO PURCHASE GEM SERVICES, INCLUDING BUT NOT LIMTIED TO REGISTERING OR SUBSCRIBING WITH GEM FOR ANY PACKAGES OR MEMBERSHIPS, OR IN ANY WAY ACCESS OR USE ANY DEALS PRESENTED AS PART OF THE GEM REWARDS PROGRAM OR PARTICPATING IN A TRADE LOTTERY PROMOTION CONDUCTED BY GEM. IN ADDITION, YOU MUST ALSO DELETE AND UNINSTALL THE GEM APP FROM YOUR ELECTRONIC DEVICES.

2.2 In accessing, registering or using the GEM App or Website, including any and all its webpages, the services and products, information, text and images, offered or provided on the GEM App or Website, you are deemed to have read and personally agreed to the Terms and Conditions.

2.3 GEM may provide you with trade promotions or promotional offers including in-app or additional purchases or entitlements from time to time which will be subject to separate terms and conditions to be read in conjunction with these Terms and Conditions.

3. SERVICES

3.1 In consideration of paying the Subscription Fee when due, GEM provides its customers with access to a platform through which it can exclusively access to third party rewards, discounts and deals in Australia (“ the GEM Rewards Program”).

3.2 Your entitlements under the GEM Rewards Program are determined by the Packages and Membership purchased by you, depending on the option to which you subscribe. Within each option, your entitlements are further determined by the tier that you choose and payment of the Subscription Fee.

3.3 You agree that by subscribing to the GEM Rewards Program, GEM may modify, alter, change, suspend or discontinue any part of the GEM Rewards Program in its sole discretion, and you agree to be bound by any such altered, changed, suspended or discontinued part of the GEM Rewards Program as a condition of your subscription thereto.

4. SUBSCRIPTION AND REGISTRATION

4.1 In order to access the Deals, you must pay the Subscription Fee, and subscribe and register as a Member or Package Holder in the GEM Rewards Program under the terms of these Terms and Conditions.

4.2 In completing your registration and subscription, GEM will require you to provide personal information which shall be handled and collected in accordance with our [Privacy Policy – insert hyperlink].

4.3 In providing your personal information for the registration and subscription to the GEM Rewards Program, you warrant that all such information is true and accurate in every particular. As part of the registration and subscription process, you will be required to provide a username as your personal identifier, and a password in order for you to set up and access an account with GEM. You are solely obligated to keep safe your username and password, and GEM will not be held responsible for any loss of your username and password. By registering and subscribing to the GEM Rewards Program, you agree that all activity with the use of the username selected by you represents activity carried out by you personally. You are solely liable and responsible for the actions taken under your username.

4.4 By registering, subscribing and creating an account with the GEM Rewards Program, you declare and warrant that you:

(a) are at least eighteen (18) years of age;

(b) are of a legal capacity enter into a legally binding agreement with GEM;

(c) will use the GEM Rewards Program, Website and GEM App in accordance with these Terms and Conditions.

5. COLLECTION NOTICE

5.1 By registering, subscribing and creating an account with the GEM Rewards Program GEM will collect personal information about you for the purpose of identifying you, contacting you, processing your registration and subscription, and providing you with the benefits attached to your subscription to the GEM Rewards Program, and for purposes otherwise set out in our Privacy Policy. By providing your personal information, you agree that GEM may provide such information to third parties in the delivery of the benefits and services offered as part of the GEM Rewards Program (including the provision of such information to our information technology suppliers, communication suppliers and business partners) or as otherwise required by law.

5.2 GEM will otherwise collect your personal information and use it in accordance with our Privacy Policy.

5.3 You will be able to access your personal information provided to us upon written request to GEM.

5.4 If you have any further questions with regard to the Collection Notice, please contact GEM at support@thegem.com.

5.5 The main consequence for you if you do not provide all or part of the information requested of you as part of the registration, subscription and membership with the GEM Rewards Program, is that you may not have access or enjoy the benefit of some or all of the benefits and services provided to you by us through the Program.

5.6 By providing your personal information to us, you consent to the collection and use of that information in accordance with these Terms and Conditions and our Privacy Policy.

6. PERMISSIONS WE ASK FOR

6.1 By agreeing to our Terms and Conditions including our Policies, you are allowing GEM to:

(a) Send you push notifications;

(b) Access your location including your GPS information to get your exact location, the wireless network you are using, local cell tower information, current WI-FI points as well as access to your compass;

(c) Allows us to show you notifications on your app icon;

(d) Access information about your device hardware and software including, for example: which operating system version you are using, advertising identifiers, device identification, device type and model, size of screen, language, microphone, time zone you are in and generally other information available on your device.

6.2 Sensors in your phone, watch or tablet including:

(a) Accelerometer;

(b) Digital Compass (Magnetometer);

(c) Gyroscope Sensor;

(d) Ambient light Sensor;

(e) GPS Sensor (Global Positioning System;

(f) Proximity Sensors;

(g) NFC Sensors (Near Field Communication).

6.3 GEM may use the above information to activate different features in the GEM App and for gathering information to provide the best experience when using the same.

7. MEMBERSHIP AND PACKAGES

7.1 The amount of time you have access to the GEM Rewards Program is determined by the tier of Package or Membership for which you subscribe.

7.2 By subscribing, registering and paying the Subscription Fee in accordance with these Terms and Conditions, and complying therewith, you will be provided with the entitlements associated with each tier on the terms set out in Schedule 1, subject to these Terms and Conditions.

7.3 All Member’s and Package Holder’s entitlements are subject to the continued operation of business by GEM in providing the GEM Rewards Program, such that if for any reason GEM ceases it business and services herein described, all entitlements will be cancelled and forfeited, and you agree to release GEM and its Related Parties from all claim and liability in connection with such cancellation or forfeiture.

8. SUBCRIPTION FEE AND PAYMENTS

8.1 In these Terms and Conditions, the “Subscription Fee” for the Packages and Memberships are the fees last published on the GEM Website and/or GEM App and/or Schedule 1 at the time of subscription, and renewal thereof. You acknowledge and agree that the Subscription Fee is subject to binding change from time to time, at GEM’s absolute discretion.

8.2 If the Subscription Fee set out on the GEM Website, GEM App and/or Schedule 1 conflicts, the fee stated at Schedule 1 shall prevail.

8.3 The Subscription Fee for a Membership is due monthly at the start of each billing cycle in advance.

8.4 A billing cycle shall be monthly, commencing on the day that you first subscribe to a Membership and pay the Subscription Fee (“billing cycle”), except for Foundation Members whose billing cycle shall commence on the 1 August 2022;

8.5 From the due date of each Subscription Fee, GEM may, but is not obligated to, attempt to debit your nominated payment method once every five (5) calendar days until GEM receives the amount due to it pursuant to your subscription or membership.

8.6 All Subscription Fees and prices on the GEM App, Website and Schedule 1 are in Australian dollars and are inclusive of GST. Subscription Fees and prices are subject to change without notice. In respect of any order made by you on the GEM App or Website, GEM will charge you, and you agree to pay, the stated Subscription Fee, purchase price (if applicable) and the delivery fee as at the time the order was placed.

8.7 GEM accepts payment by the way of Visa and MasterCard. By ordering any Packages or Memberships from the GEM App or Website, you authorise GEM to charge all fees relating to your order to your nominated credit card. If payment is not received from the card issuer or its agents for any given reason, you agree to pay GEM all amounts due on demand.

8.8 Packages and Memberships must be paid in full at the time of purchase, unless otherwise agreed between you and GEM in writing. GEM is under no obligation to deliver or honour, or provided access and entitlement in accordance with any Packages or Memberships until payment for those Packages or Memberships have been paid for in full and payment is received.

8.9 GEM undertakes thorough planning to ensure it holds sufficient merchandise stock levels to satisfy orders, however you acknowledge and agree that GEM does not guarantee that it will always have sufficient stock to satisfy all orders. If the requested products are unavailable at the time of purchase, GEM will offer a similar alternative or provide you with a credit for the value of that item. You will be notified if this occurs however, to the extent permitted by law, cash refunds will not be given.

8.10 If GEM decides that the product was not damaged on arrival or faulty, and it is not covered by a manufacturer’s warranty, a replacement or exchange may not be offered. GEM will not accept cancellations of orders.

8.11 The cost of returns will be at your own expense unless the products are damaged or faulty.

8.12 If you intend to seek a replacement or exchange, you must email us at support@thegem.com and we will endeavour to respond within 48 hours.

9. DELIVERY – MERCHANDISE & GEM STORE

9.1 GEM delivers within Australia to all major capital cities and towns and internationally. GEM also provides fixed-price shipping for all international orders. A GEM team member will endeavour to provide you with a delivery estimate at the time an order is placed and payment is received in full. The estimated time of delivery ultimately depends on where your order is being shipped to and the volume of the order, and the capacity of the delivery company at the time of shipment.

9.2 GEM endeavours to deliver the goods within 1-7 business days however you may request express post at your own, additional expense.

9.3 Whilst GEM always endeavours to meet the delivery date on the scheduled days, you acknowledge and agree that GEM is not and will not be liable for any loss or damage, howsoever it arises, if the products are not delivered by the scheduled delivery day.

9.4 You or your authorised recipient must be available to collect the products at the estimated delivery time at the nominated delivery address. If you are unable to collect the products at the estimated time and location, GEM reserves the right to charge an additional delivery fee. A re-delivery fee will be determined once you have made contact with GEM to arrange the products to be re-delivered.

9.5 It is your responsibility to ensure correct delivery address details and contact numbers are provided to GEM, where delivery is made to an incorrect address, an additional delivery fee will be charged to you for re delivery to the correct address.

9.6 Orders returned to GEM due to incorrect address, failure to collect from Australia Post Outlet, or failure to contact courier after an attempted delivery, will incur a re-shipping AND re-delivery fee. All GEM deliveries will be made on business days only.

9.7 Refunds will not be given for late delivery. GEM will not be held liable for late delivery outside of our stipulated delivery time frames. We endeavour to ship your delivery on time and without any delay. If a delay does occur, it is often during transit, which is out of GEM control. In the rare case you do not receive your parcel within the anticipated and estimated time frame, please contact us at info@timandterry.com.au and we will follow up with the courier service.

9.8 Please note that during peak times (November-December) standard delivery times may be greater than 1-7 business days. Accordingly, orders during these times should be placed as early as possible to avoid delays.

10. REFUNDS AND RETURNS

When purchasing a Packages and Membership from the Website or GEM App, please order carefully. GEM does not provide a refund or exchange if you change your mind or choose a Package or Membership by accident or mistake.

11. ADDITIONAL TERMS

11.1 You acknowledge that most Deals have their own additional terms and conditions which may apply. By accessing and using such Deals, you must agree to the relevant terms and conditions applicable to those Deals. In case of any inconsistency between such terms and conditions and these Terms and Conditions and Policies, these Terms and Conditions will prevail insofar as they relate to the use of the Website, GEM App, and your entitlements regarding the GEM Programs, Membership or Packages.

12. THIRD PARTY DEALS

You acknowledge all Deals are controlled, operated and offered by third parties. By subscribing and paying the Subscription Fee, you agree that GEM is a referrer and/or an notifier of the Deals only, and must not be held responsible for any liabilities in connection with Deals whatsoever, including but not limited to the availability of the Deal, or the terms or particulars of any Deals (or any inaccuracies in connection thereto).

13. THIRD PARTY RETAILERS AND WEBSITES

13.1 As a Package Holder or Member, GEM will provide you with the opportunity to access Deals given by Third Parties (“ Third Party Retailer”) which may be exclusive to GEM Members and Package Holders.

13.2 GEM may include links on the GEM App and Website to websites owned and operated by Third Party Retailers (“Third Party Websites ”). GEM is not responsible for the content on any Third Party Websites, the availability of goods or services, the quality or suitability in relation to any Deals or Third Party Retailer, the terms or availability of any Deals, nor is GEM responsible for any damages, offence, loss, cost or damage suffered as a consequence of engaging with or using Third Party Websites, Third Party Retailers or any Deals. The parties agree that there must be no implication of association or endorsement of the action, information and materials on a Third Party Website, nor in relation to any activity thereupon by you or any other user of the site.

13.3 You acknowledge that there is no endorsement by GEM of Third Party Retailers and their conduct and activities.

13.4 All Deals are presented as benefits that may possibly be accessed by a Member or Package Holder, and at all times subject to your due diligence and enquiry of the Deal with the Third Party Retailer offering the Deal.

13.5 Nothing in these Terms and Conditions, or the GEM Rewards Program shall be construed to mean that GEM guarantees any of the Deals in any way or particular whatsoever.

13.6 When using a Third Party Retailer, you must read and agree to the Third Party Retailer’s terms and conditions and privacy policy.

13.7 GEM takes no responsibility for the security or any other risk associated with using the Third Party Retailer or using or accessing, or attempting to use and access the Deals or any Third Party Websites.

13.8 You agree to release and indemnify GEM and its Related Parties for and against any and all claims, liability, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, legal fees) arising from or in connection with any Third Party Websites or any Third Party Retailers, the Deals they may offer, and/or their products or services.

13.9 You acknowledge and agree that prices published in connection with any Deals or Third Party Retailer may vary, for reason which include but are not limited to the type of purchase and the region in which you are located.

14. TITLE AND RISK

Title and risk regarding products offered for sale on or through this GEM App or Website and purchased by you, will be at your sole risk and subject to your entitlement with the Third Party Retailer only, except to the extent of any GEM merchandise sold by GEM.

15. DISCLAIMER, WARRANTIES AND LIMITATION OF LIABILITY

15.1 GEM makes no representation or warranties as to the use and content of the Website and GEM App.

15.2 You agree to indemnify GEM and its Related Parties for any liability, loss, cost or damage incurred by you (directly or indirectly incurred) in connection with the access or use of the GEM App, Website and GEM Rewards Program, any Deals, or third party products or services, howsoever and whensoever incurred.

15.3 You agree to release and hold harmless GEM and its Related Parties against any claim or demand made by you or any third party, emerging out of or in connection with the access or use of the GEM App, Website and GEM Rewards Program, any Deals, or third party products or services, howsoever and whensoever incurred.

15.4 You acknowledge and agree that your use of this Website and GEM App is at your sole risk. The Website, GEM App the GEM Rewards Program and their Content, including any Deal, our Packages and Memberships, are provided on an “as described” and “as available” basis without any representation, warranty or conditions of any kind, neither express or implied, as to the availability or validity of any Deals, or the quality, fitness for a particular purpose or durability of any content or products displayed therein.

15.5 By subscribing and paying the Subscription Fee and accessing the GEM Rewards Program you agree that you do so at your sole risk in consideration of the following:

(a) That the Deals, and any entitlements, offers and benefits presented in the GEM Rewards Program may be limited, removed, changed or altered, in whole or in part, whether in their availability or their detail or specifications, and at any time at GEM’s sole discretion;

(b) That your Fee is in consideration for opportunity of accessing the Deals in the GEM Rewards Program and for discount merchandise (if relevant) only .

15.6 You acknowledge and agree that GEM will not be liable for any loss, damage or expense, directly or indirectly incurred, howsoever arising, in connection with your use of, or access to the GEM App or Website, the Deals and Content contained therein, including those which you may suffer in connection with your inability to access the GEM App or Website and/or as a result of any Content contained in them being incorrect, incomplete or not up-to-date.

15.7 You acknowledge and agree that GEM and its Related Parties, will not be liable for damages of any kind, including without limitation any compensatory, incidental, direct, indirect, special punitive or consequential damages, loss of use, loss of data, loss of income or profit, loss of damage to property, loss of opportunity, legal costs, claims of third parties or other losses of any kind, arising out of or in connection with the use of the Website or GEM App, Deals, content, products displayed on the GEM App or Website, the use of the GEM App or Website or any third party website that it is linked to, including but not limited to any such loss or damage congenital of any viruses, inaccurate information, interruption of use of the Website or GEM App, and security of the same, to the fullest extent permitted in law.

15.8 GEM’s limitation of liability to you for any loss or damage relating to the GEM Rewards Program, Membership, Package, GEM App, Website or Deals is reduced to the extent of (if any) contribution by you to that loss or damage and our liability shall be limited to the maximum extent permitted by law.

15.9 You agree that GEM may restrict, limit, suspend, terminate your access and use of the Website, GEM App and the GEM Rewards Program and the content or feature therein, at any time at GEM’s sole discretion, and GEM must be held harmless for any liability, loss, cost or damage occasioned as a result thereof, and notwithstanding GEM’s discretionary entitlement such reasons may include your engagement in unlawful activities or misconduct or conduct which threatens the fair, intended and proper operation of the GEM Rewards Program, Website and GEM App.

15.10 GEM is entitled to seek all remedies available at law or in equity for any breaches of these Terms and Conditions by you, and may suspend or terminate your account and ultimately block access from a particular internet address to this site. GEM’s failure to enforce or pursue any one or more of these rights under these Terms and Conditions will not constitute a waiver of such rights.

15.11 In addition to the foregoing, you agree to indemnify and hold harmless GEM and its Related Parties and agents of these entities, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, legal fees) arising from or in connection with:

(a) your violation of any term of these Terms and Conditions; and

(b) your violation of any third party right, including without limitation any copyright, property, or privacy right.

16. ACCURACY, ERRORS AND OMMISSIONS

16.1 Whilst GEM makes every effort to ensure the accuracy of the GEM App or Website content, you acknowledge that periodically omissions or errors may occur in relation to some or all the content of the GEM App or Website. If you believe that an error or omission exists on the GEM App or Website, we kindly request that you immediately notify us of the error or omission.

16.2 You acknowledge and agree that GEM is not in any way liable to you for any direct or indirect loss, damage, cost or expenses suffered or incurred by you as a result of any error or omission appearing on the GEM App or Website, including legal costs and loss of opportunity.

16.3 Occasionally information on the GEM App or Website may contain typographical errors, inaccuracies or omissions that may relate to any Deals, product descriptions, pricing, product availability, delivery charges, and delivery times. GEM reserves the right to correct any errors, inaccuracies or omissions, and to change or update information if any information related to a Deal or products, the GEM App or Website or on any Third Party Website is inaccurate and it may be done so at any time without notice, including after you have placed an order therewith.

16.4 GEM are under no obligation to update, amend or clarify any information related to the Deals, products, the Website, GEM App or on any Third Party Website, including without limitation, pricing, particulars of a Deal or any other information relating to a Deal or possible Deal, except as required by law.

16.5 By engaging with GEM via the GEM App or Website, you acknowledge that the internet is an unsecured public network and by interacting the GEM App or Website you will be providing information across such network. GEM will undertake all reasonable measures to protect the security of information transmitted by you and/or to you, however such information may be unintentionally displayed, intercepted, corrupted or modified by third parties. Furthermore, files acquired through or from the GEM App or Website may contain computer viruses or potentially other harmful codes or defects. For more information regarding your privacy, please see our PRIVACY POLICY [Insert Hyperlink here].

16.6 By engaging the GEM App or Website and providing and receiving such information, you acknowledge these risks, and any losses or damages that may unintentionally occur.

17. INTELLECTUAL PROPERTY

17.1 GEM's intellectual property includes the entire content included in the GEM App and Website including, but not limited to text, designs, photographs, images, logos, graphics, audio, video or code (“ GEM’s Intellectual Property”). GEM’s Intellectual Property is used under licence by GEM. Where content on the GEM App or Website is provided by persons other than GEM or its affiliates or Related Parties, including but not limited those in association with the Deals, then that content may be deemed to be owned by the third party providing the content and protected by Australian and international copyright laws.

17.2 These trademarks, logos and other proprietary rights forming a part of GEM’s Intellectual Property may not be used in relation to any other product or service without GEM’s written consent.

17.3 You must not post, broadcast, copy, edit, adapt, transform, publish, distribute, use or share GEM's Intellectual Property on the GEM App and Website without the express permission of GEM. If you post copyright material which violates GEM’s rights, GEM may remove the content or disable your account if necessary.

17.4 Except in regard to your own user-generated content, you agree that you have no right, title or interest in or to any content that appears on this GEM App or Website. Reproduction of any content, design, layout, look, appearance or graphics contained in the GEM App or Website is prohibited and may infringe our rights under the Copyright Act 1968 (Cth).

17.5 Where any content of the GEM App or Website is downloaded or printed you agree that such content is to be used solely for private and non-commercial purposes or to evaluate and/or purchase of any GEM services.

17.6 Where not owned by GEM, GEM may license from third parties rights, title and intellectual property (including copyright, designs, patents, trademarks and other intellectual property rights) appearing on the GEM App and Website and its contents.

17.7 By using the GEM App or Website you agree and acknowledge that you are not granted or transferred any rights, title or interest in relation to any content thereupon. You are however permitted a limited and conditional right to access the GEM App and Website, and to view the content thereupon subject to these Terms and Conditions.

17.8 If you infringe GEM's intellectual property rights, GEM reserves the right to disable your account and revoke all entitlements thereunder with no refund provided, indefinitely if necessary.

18. NOTIFICATIONS AND MESSAGES FROM THE GEM APP

18.1 By downloading and using the GEM App, you acknowledge that you are providing your express consent to receive commercial messages and notifications from GEM, for the purposes of advertising, promoting and providing special offers relating to GEM pursuant to the requirements of the Spam Act 2003 (Cth).

18.2 By subscribing to a Membership or Package, you agree to receive and accept all notices and service by SMS and email to the contact details provided by you upon sign-up, or as changed by you in your account from time to time.

19. USING THE GEM APP AND WEBSITE

19.1 The GEM App and Website are online applications and web pages used by you to view and access your Account, GEM Rewards Program, the Deals, and any other terms and conditions, information or notifications provided by GEM.

19.2 When using the GEM App and Website, you acknowledge and agree that you must set up a user account which may require you to provide the following information:

(a) Your full name;

(b) A nominated available username;

(c) contact information;

(d) residential address;

(e) A nominated available passwords;

(f) IP Address;

(g) Profile Picture; and

(h) any other information GEM deems necessary from time to time.

(“Personal Information”)

19.3 You are responsible for maintaining confidentiality of all your Personal Information.

19.4 You agree to accept full responsibility for all your activities on the GEM App and Website.

19.5 The GEM App and Website must only be used by persons over the age of eighteen (18) years. GEM reserves the right to refuse service, terminate your access to the GEM App and Website, or cancel your account without any further notice to you.

19.6 In making the GEM App and Website available for use, you acknowledge that GEM:

(a) does not provide you with any goods or services other than the provision of access to the GEM Rewards Program and any merchandise available for sale from time to time;

(b) does not guarantee that the GEM App and Website systems will be error free or any errors will be corrected;

(c) does not guarantee that the GEM App and Website will be free from any viruses, harmful components or any other unintended third-party interference; and

(d) reserves the right to alter or remove any corrupted content that subject to or was caused by a software fault, error or malicious attack.

20. USERNAME

When you as a User becomes a Member or Package Holder, you will be asked to create a Username for your account. You are solely responsible for selecting your username in relation to using the GEM App and Website.

21. PROFILE PICTURE LICENCE

21.1 You may be required to provide a profile image (“ Profile Picture”) to use the GEM App or Website and to access the GEM Rewards Program.

21.2 When you upload your profile picture to GEM, you:

(a) absolutely and unconditionally grant a non-exclusive, world-wide licence to GEM in perpetuity, for nil consideration to use your Profile Picture on the GEM App and Website for the purpose of identifying you within your user profile;

(b) You covenant to GEM that you own all right, title and interest in the copyright or any other intellectual property rights of your Profile Picture and/or have the right, or express permission of the right owner to upload and use the image on the GEM App and Website; and

(c) any Profile Picture found to be infringing copyright or intellectual property right that belongs to third party will be immediately taken down by GEM without notice, and you will indemnify GEM against any liability, loss, cost or expense in connection with such infringement.

22. ACCESS AND RESTRICTIONS

22.1 You acknowledge and agree that from time to time access to the GEM App and Website may be denied for any one or all of the following reasons:

(a) maintenance and/or repairs;

(b) upgrades and enhancements;

(c) GEM server down time or failure;

(d) GEM systems down time or failure; or

(e) software utilised by GEM is corrupt or has failed,

and you accept the interruption, and to the fullest extent permitted in law, release GEM and its Related Parties from any loss, cost or damage that you may suffer as result of such interruption, including but not limited to your interrupted access to the GEM Rewards Program and any Deals.

23. LICENCE TO USE THIS APP

23.1 Subject to these Terms and Conditions, GEM hereby grant to you, and you accept, a personal, non-exclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license to download and use the GEM App on your mobile telephone, device or tablet solely for the limited purpose of your internal non-commercial use, and for no other purpose, strictly in accordance with these Terms and Conditions and any applicable law.

23.2 For the avoidance of doubt, these Terms and Conditions do not convey to you an interest in, or to GEM’s Intellectual Property but only a limited revocable right of use in accordance with these Terms and Conditions. Nothing in these Terms and Conditions constitutes a waiver of GEM’s Intellectual Property under any law.

24. YOUR OBLIGATIONS WHEN USING THE GEM APP OR WEBSITE

GEM requires you as the User, to agree and acknowledge the following:

24.1 You will not upload a virus or malicious malware to the GEM App or Website.

24.2 You will not collect any GEM content via any electronic, digital or any other means without written consent of GEM.

24.3 You will not hack anyone other User’s content or account.

24.4 You will not “troll” against any other GEM’s users.

24.5 You will not use any robot, spider, scraper or other automated means to access the Website or GEM App for any purpose without our express written permission.

24.6 You will not take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the GEM App or Website or any activities conducted on the GEM App or Website, or bypass any measures GEM may use to prevent or restrict access to the GEM App or Website.

24.7 You will not operate any motorised transportation including but not limited to motor cars, motor bike, moped, or trucks, heavy machinery, boats, marine vehicles, cranes bikes, motorbikes or other engine, battery recreational equipment or devices whilst using or visiting our GEM App or Website.

24.8 You will not be distracted from any activity you are currently or were doing prior to checking the site, your feed or viewing video content, advertisements or anything posted on our site.

24.9 You will not leave children, the aged, disabled, special needs persons, pets, friends or any other person or animal unattended whilst they are left in your care, when you are using our GEM App or Website.

24.10 Please do not walk, run, jog or exercise whilst viewing our GEM App or Website. Take all care in protecting yourself and others whilst using our site or any site associated with GEM. Your safety and the safety of others is your responsibility and lies solely in your hands. Be responsible. LOOK WHERE YOU ARE GOING!

24.11 Do not share any of your password login information with any person. If you share this information to anyone, you are allowing them to access your account and they may post or share illegal or inappropriate content under your account. DON’T GIVE OUT YOUR INFORMATION TO ANYONE.

24.12 As the User, you agree and acknowledge not to violate any local, state, national, foreign or international statute, regulation, rule, order, treaty or other law applicable in that jurisdiction.

24.13 You agrees and acknowledges not to create any account under another person’s name or a false name or impersonate another person, company or organisation when using the GEM App or Website.

24.14 You agrees and acknowledges not to try to hack or gain access to the GEM App or Website nor should you use data mining, robots or similar data gathering or extraction methods for gaining information from our site, nor should you try to gain access to any part of our site, gain access to user Personal Information, accounts information, server or networks as used by GEM through any means whether it be hacking, password mining or any other methods of access to the site or information contained herein.

24.15 GEM uses all possible means to ensure the safety of its Users, however GEM cannot guarantee the safety of information as shared by you.

25. WHAT WE EXPECT FROM OUR USERS

25.1 If GEM believe someone has infringed the rights of another User, GEM reserves our right to remove this content at our discretion.

25.2 No User shall gather information of another User which may be personal or sensitive information about a user whether of a personal or financial manner.

25.3 You must not do anything that may infringe another user or party’s intellectual property in accordance with these Terms and Conditions.

25.4 GEM reserves its rights to delete any User account that GEM believe is infringing other people’s rights.

26. YOUR ACCOUNT SECURITY AND REGISTRATION

As a User of GEM you are providing us with your Personal Information. All Users are required to warrant and guarantee the following:

26.1 You will only provide true information when you are creating your account and you will keep your information current.

26.2 You will not create an account in the name of any other person or use any other person’s information in creating an account which you control.

26.3 If GEM has deleted or restricted your account, you will not create another account in your name or alternative name without the written consent of GEM, given in its absolute discretion.

26.4 You will not transfer your account to anyone without GEM’s written consent, given in its absolute discretion. You also acknowledge and agree that should you transfer your account without our consent, you will be held responsible for any activities, whether criminal or otherwise, of that account.

26.5 Should a dispute arise about a user name that may be subject to copyright or trade mark breach, GEM reserves our right to delete this name or suspect or terminate the account.

27. USE OF APIs & SDKs

27.1 GEM may use APIs and SDKs to allow you to sign into GEM using your credentials from Facebook and other social media applications.

27.2 An application program interface (“API”) verifies your credentials and facilitates authentication for you to use the GEM App and Website without sharing your actual credentials with GEM.

27.3 In relation to Facebook, GEM uses API to interface with the Facebook platform and exchange data about the user such as: device type, OS or Android operating system type and version, your time zone, your carrier, device screen size, processor and disk space (“User Data ”).

27.4 A software development kit (“SDK”) is used to assist GEM to track and measure the actions users take while using this App. It allows GEM to interact with other Apps like Facebook.

27.5 SDK’s also provide us with tracking analytics, data trends and accurate insights on how users interact with GEM to help us enhance user experience.

27.6 If you use Facebook to login to GEM, any use of Facebook by you is subject to Facebook’s terms and conditions, privacy policies and any of Facebook’s supplementary terms.

27.7 By agreeing to these Terms and Conditions, you acknowledge and agree that GEM uses APIs and SDKs. Should you not agree to GEM providing your User Data to Facebook and any other social media application, please contact GEM via the methods set out below or delete the App from your devise.

28. YOUR PRIVACY

28.1 GEM is an organisation that respects and values your privacy and agrees to use all reasonable endeavours to keep your private and Personal Information safely and securely stored at all times to avoid misuse, loss, unauthorised access, modification or disclosure and handle your private and Personal Information in an appropriate manner.

28.2 GEM gathers information in accordance with GEM’s Privacy Policy, our obligations under the Privacy Act 1998 (Cth) and the additional rights provided to Users located in the European Union (EU ) under the General Data Protection Regulations (GDPR).

28.3 The view our Privacy Policy, [please click here – insert hyperlink].

29. COOKIES

From time to time, GEM may use Cookies to us learn more about how you use the GEM App and Website and make it easier for you to use the GEM App and Website on return visits. Please read our Cookies Policy here [insert hyperlink].

30. UPDATES

30.1 GEM will continue to ensure that GEM provide our users with the best service and experience possible. From time to time GEM will need to make amendments to our services or Terms and Conditions or Policies (Updates). GEM will notify you of Updates from time to time. You will have the opportunity to read these and accept them in order to continue using our services.

30.2 GEM recommends you carefully read, each time you visit the GEM App or Website, the Terms and Conditions as they may affect your rights.

30.3 In addition, GEM may from time to time provide enhancements or improvements to the features/functionality of the GEM App, which may include patches, bug fixes, updates, upgrades and other modifications.

30.4 Updates may modify or delete certain features and/or functionalities of the Application. You agree that GEM has no obligation to:(i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

30.5 You further agree that all Updates will be: (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

31. TERMINATION

31.1 If you breach these Terms and Conditions or create a risk to GEM or other users of the GEM App and Website, or do anything unlawful on the GEM App or Website, GEM may notify you by email and disable or terminate your access to the GEM App or Website in its absolute discretion. If GEM terminates your access to the GEM App and Website all of your obligations in these Terms and Conditions which are capable of surviving, shall herein remain in force.

31.2 GEM can terminate your Package, Membership, subscription, access and/or participation in any aspect of this GEM App and Website, or the GEM Rewards Program in our sole discretion if GEM believes you have breached any of the Terms and Conditions and/or you have yourself, or are facilitating the unlawful activity of a third party in respect of the GEM App or Website. In such an event, GEM are at liberty to take any other action necessary to enforce these Terms and Conditions.

31.3 Your Membership must be cancelled by notifying GEM in writing by email to support@thegem.com.

31.4 Terminating your Package or Membership does not remove you from our mailing or text lists; these must be done via the associated links as they are sent via third parties.

31.5 Your Membership, entitlements thereunder and your subscription to the GEM Rewards Program can be cancelled at GEM’s absolute discretion without further notice if you fail to honour or make any payment within ten (10) days from the due date.

31.6 All Memberships are cancelled absolutely without any rights or entitlements of reactivation. Upon cancellation, all accumulated entitlements and benefits, including but not limited to Trade Promotion Lottery Entries, shall be terminated and forfeited.

32. TRADE PROMOTION LOTTERY

If GEM conducts a Trade Promotion Lottery, you agree to the terms and conditions set out in Schedule 2.

33. GENERAL

These Terms and Conditions constitute a legally binding agreement between you and GEM concerning your use of the GEM App or Website.

34. SEVERABILITY

If any provision of these Terms and Conditions is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

35. WAIVER

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

36. CAPACITY TO CONTRACT

By engaging with this Website and registering as an account holder and placing an order for the supply of our service through the GEM App or Website, you represent that you are at least eighteen (18) years of age with capacity to contract with us. You agree to provide truthful and accurate information about yourself as request in any order or registration form. Furthermore, you agree that if GEM suspects that any information provided by you is inaccurate or incorrect, GEM may suspend or terminate your account at any time without notice.

37. JURISDICTION

These Terms and Conditions of Use are governed by the laws of the State of Victoria, and the federal laws of Australia. Any claim or dispute between you and GEM that arises in whole or in part from the website will be decided exclusively by a court of competent jurisdiction located in the State of Victoria.

CONTACT US

We are here to help you enjoy your experience using the GEM App and Website.

Should you have any questions concerning GEM, these Terms and Conditions or any other policy, please feel free to contact us at:

Giving Even More Pty Ltd (GEM)

Attention: Robert Parr

Address: Level 1, 28 Young Street, Moonee Ponds, Victoria 3039

Email: support@thegem.com

Schedule 1

Packages and Membership Tiers and Entitlements

By selecting one of the below options when you complete your subscription and registration with the GEM Rewards Program, you acknowledge that GEM will provide the following entitlements subject to the Terms and Conditions and Policies, in consideration of your payment of the Subscription Fee when due. Entries are subject to claim by you.

Packages

1. GEM may offer you the option to purchase the right to access the GEM Reward Program for a pre-determined, set and limited period of time for an upfront payment (“the Packages”).

2. As a purchaser of a Package, you will become a “Package Holder” for the purpose of these Terms and Conditions.

3. The entitlements a Package Holder has for subscribing to each Package tier in GEM’s package offering is set out as follows:

4. These Packages will automatically expire at the end of the designated period for each tier, at which time all access to the Reward Program will cease.

5. A Member who purchases multiple Packages is entitled to accumulated, supplementary or additional periods of access.

6. These entitlements are subject to change at any time, at GEM’s absolute discretion and which shall be binding on you if you choose to re-subscribe for, or renew a Package or Membership, or subscribe for a new Package or Membership.

Membership

7. GEM offers you the option to become a Member by subscribing to a Membership for the unlimited access to the GEM Reward Program until your Membership is cancelled or terminated.

8. The rights and entitlements for Members who subscribed to a Membership is described in the below tiers:

9. A billing cycle shall be monthly, commencing on the day that you first subscribe to a Membership and pay the Subscription Fee (“billing cycle”), except for Foundation Members whose billing cycle shall commence on the 1 August 2022.

10. Memberships automatically renew at the start of each billing cycle on the Website and General Terms and Conditions applying at that time, and will continue to renew accordingly until cancelled or terminated.

11. The monthly Subscription Fee is payable by each Member at the time of subscription (except for Foundation Members) and the start of each billing cycle in advance as renewal of their subscription.

12. From time to time, GEM may offer exclusive Deals which shall be released to Members in accordance with the priority which is attributable to their Package tier. The particulars of the Exclusive Deals and their release shall be at the discretion of GEM, subject to the priority set out in the membership table.

13. If you wish to change your Membership by upgrading or downgrading, this will take effect in the next billing cycle.

14. These entitlements are subject to change at any time, at GEM’s absolute discretion and which shall be binding on you if you choose to re-subscribe for or renew a Package/Membership, or subscribe for a new Package or Membership.

Special Promotions and Entitlements (Special Offers)

15. From time to time, GEM may announce and offer additional entitlements for one or any combination of its Members, Package Holders or any prospective new Member or new Package Holder including anything set out in this schedule, and includes but is not limited to:

a. Additional (or bonus) entitlements and access periods;

b. Upgrades for subscriptions in a specified period of time;

c. Additional incentives, including discounts, bonuses, promotions.

at all time subject to the specific terms and conditions for each special promotion determined at GEM’s sole discretion, including the imposition of certain conditions, which may include but are not limited to making purchases within a certain period or for a certain price, or adhering to certain other requirements as determined by GEM.

16. If any additional entitlements are offered, they are limited by the additional terms upon which each Special Promotion offer is made, which operate in addition to the rights and obligations set out in these Terms and Conditions.

17. Any such additional entitlements offered by GEM may be on the following terms if determined by GEM (without limitation):

a. only be available and open to any combination of its Members, Package Holders or any prospective new Member or new Package Holders during the promotion/offer period who have not previously opened an account with GEM, or purchased a Package or Membership from GEM (directly or indirectly), and such terms, may be more or less favourable than terms previously offered to you; and

18. By becoming a Package Holder or Member, you agree to accept the direct and indirect effects and consequences of such additional entitlements granted by GEM to any combination of its Members, Package Holders or any prospective new Member or new Package Holders, or any other third party and release GEM from any claim, liability, cost, expense howsoever associated with same.

Schedule 2

Trade Promotions

1.1 By subscribing, each Package Holder and Member will also be granted entries into Trade Promotion Lotteries carried out by GEM from time to time, with each tier and the terms thereof determining the number of entries that each Package Holder and Member receives (“ Trade Promotion Lottery”).

1.2 Eligibility to participate in a Trade Promotion Lottery for residents in New South Wales, Australian Capital Territory and South Australia (Permitting States) are strictly subject to the permit/licence/authority number for those Permitting States being published on the GEM Website from time to time, for each Trade Promotion Lottery conducted by GEM from time to time, such that in the event that a permit/licence/authority number is not published on the GEM Website, a resident from the Permitting State that a permit/licence/authority number is not published on the GEM Website, shall not be eligible to enter or participate in that Trade Promotion Lottery, notwithstanding of any term and condition otherwise, and such Member or Package Holder agrees to release GEM from all claim and liability associated with the ineligibility.

1.3 You acknowledge that each Trade Promotion Lottery has their own additional terms and conditions. To be eligible for each Trade Promotion Lottery you must read and accept the terms and conditions associated with each Trade Promotion Lottery or promotion.

1.4 Except to the extent described in clause 1.2, the following shall apply to all Trade Promotion Lotteries carried out by GEM. In the event of inconsistency with the specific Trade Promotion Lottery terms and conditions carried out by GEM, those specific terms and conditions shall prevail over this clause these terms to the extent of such inconsistency.

1.5 By registering, subscribing and creating an account with the GEM Rewards Program, you declare and warrant that you will participate in any Trade Promotion Lotteries in accordance with these Terms and Conditions, and any other terms and conditions in connection with each Trade Promotion Lottery;

1.6 The purpose of the Trade Promotion Lotteries is to promote the GEM and the GEM Rewards Program.

1.7 You can use the GEM App and Website to view any details regarding Trade Promotion Lotteries conducted by GEM from time to time.

1.8 Entries to the Trade Promotion Lottery is available for Members and Package Holders only and they cannot be purchased separately.

1.9 Entry into each Trade Promotion Lottery is free of charge, but subject to the purchase of, and right and entitlements under, Packages and Memberships from GEM.

1.10 Each Trade Promotion will come with its separate and individual set of Terms of Conditions to which you must comply in order to participate in that Tarde Promotion lottery. To the extent that any term in the specific terms and conditions of a Trade Promotion Lottery conflicts with these Terms and Conditions, the specific terms and conditions will prevail.

1.11 In these Terms and Conditions:

“Entrants” mean eligible Entry holders in a Trade Promotion Lottery who satisfies the criteria set out in these provisions, whereby each Entrant warrants that it is an eligible party in accordance with the foregoing clauses.

“Entries” or “Entry” means Entry into the Trade Promotion Lotteries

“Trade Promotion Lottery” is a lottery carried out by GEM from time to time in promotion of the GEM Rewards Program under which prize winners are determined by a draw.

1.12 The following provision is at all times subject to the relevant state permit regulations and authority direction for trade promotions, including but not limited to the Gambling Regulation Act 2003 andGambling Regulations 2015 (Vic) (“ Trade Promotion Regulations”). If anything in these provisions is unenforceable, illegal or void, or otherwise contravenes any Trade Promotion Regulations or causes the lottery to not be defined as a “trade promotion” under any Trade Promotion Regulations in each relevant state, then it is severed, and the rest of this Agreement remains in force. The rights and obligations of each party are not affected by any law that, but for this clause, would affect those rights and obligations.

1.13 If despite the operation of the foregoing provision, the contest/s are considered in law (including the Trade Promotion Regulations) to be not “trade promotions” and cannot be operated without a valid permit, the contest shall be cancelled and be made void in the relevant state, and each Entrant, or prospective Entrant agrees to release GEM and its Related Parties from all claim, liability, loss, cost or damage in connection with the cancellation or voiding of the contest.

1.14 Each Trade Promotion Lottery is subject to GEM obtaining all permits and approvals required in law. If for whatever reason GEM does not have, or is unable to obtain necessary permits and approvals, the Trade Promotion Lottery is cancelled or does not proceed, the Entrants agree to accept the cancellation, and releases GEM and its Related Parties from all claim, liability, loss, cost or damage associated with cancellation.

1.15 Nothing in these Terms and Conditions restricts, excludes or modifies any consumer rights under any statute including the Competition and Consumer Act 2010 (Cth).

1.16 There is no Entry fee to enter into the Trade Promotion Lottery, however to be an Entrant you must be a current Member or Package Holder who:

(a) is at least 18 years of age;

(b) has been issued valid Entries from GEM from time to time, for each relevant Trade Promotion Lottery separately;

(c) is not in breach of these Terms and Conditions; and

(d) is otherwise an eligible Entrant under these Terms and Conditions.

1.17 The number of Entries are not limited for each Entrant, subject to Trade Promotion Lottery Ticket availability.

1.18 In the event that a Trade Promotion Lottery cannot proceed or be determined due to reasons beyond GEM’s control, or due to manipulation, tampering or corruption of the administration security, the fairness or integrity or proper conduct of Trade Promotion Lottery, or technical or communications issues, you agree and acknowledge that GEM may in its absolute discretion cancel, suspend, modify or terminate the Trade Promotion Lottery.

1.19 An Entrant must comply with these Terms and Conditions, and not manipulate, tamper, cause someone to tamper or manipulate, benefit from tampering or manipulation, or do anything which affects the fairness or integrity or proper conduct of the Trade Promotion Lottery. For any reason in connection with the aforementioned, GEM reserves the right in its absolute discretion to terminate any Entries, declare them invalid and disqualify (and/or prohibit) any Entrant from participating in the Trade Promotion Lottery, or any future Trade Promotion Lottery.

1.20 GEM reserves the right in its absolute discretion to terminate any Entries, declare them invalid and disqualify (and/or prohibit) any Entrant from participating in the Trade Promotion Lottery, or any future Trade Promotion Lottery if the Entrant:

(a) Breaches or threatens to breach these Terms and Conditions;

(b) Engages in conduct which threatens or harms the reputation and goodwill of GEM;

(c) Engages in conduct which is fraudulent, misleading or deceptive;

(d) Engages in conduct which threatens, abuses, annoys, bullies GEM, its associated partners or other Entrants, Package Holders or Members, or threatens or attempt to do any of those things; and

(e) Engages in conduct which causes any interference to the operation of the Trade Promotion Lottery or GEM Rewards Program.

1.21 Insofar as it may apply, GEM’s decisions in connection with the Trade Promotion Lottery are final without any rights for dispute or review.

1.22 Eligibility in a Trade Promotion Lottery is subject to your acceptance of these Terms and Conditions, and participation constitutes acceptance thereof.

1.23 Prizes cannot be transferred or redeemed for cash unless otherwise provided in the terms and conditions of each Trade Promotion lottery (which may change from time to time).

1.24 Entrants and winners acknowledge that there may be tax implications which could arise from winning and receiving the prize, and they are advised to seek independent financial advice prior to the acceptance of the prize. All tax implications are borne by the prize winner, and the prize winner must release GEM Related Parties from any taxation implications associated with the prize, or the prize winner’s winning or receipt thereof.

1.25 The Entrant acknowledges and accepts any and all risks associated with entering and participating in the Trade Promotion Lottery, and/or winning or claiming a prize. By participating, the Entrant does so at its own risk, liability, cost and expense and may be required by GEM, at its absolute discretion, to provide further assurances by executing an acknowledgement, waiver, release and/or limitation of liability with regard to these risks.

1.26 Entrants are responsible for any and all expenses that they incur in entering or winning the Trade Promotion.

1.27 The prize winner shall be notified by written notice to their GEM account, by phone message and/or email within seven (7) days of the draw for each Trade Promotion Lottery. GEM may use any contact details provided by you in the course of your communication with GEM to contact you, including but not limited to information from your subscription forms or any purchase orders made with GEM. If permitted by Trade Promotion Regulations, GEM may at its absolute discretion, notify the prize winner verbally by telephone.

1.28 GEM will publish the details of the Winner on the GEM Website or other online platform within seven (7) days following each Trade Promotion Lottery. At its absolute discretion or as otherwise required in law, GEM may announce the winning Entry in the newspaper or other publication. By entering into a Trade Promotion Lottery, you agree and acknowledge that GEM shall not be liable for any claim, liability, loss, cost, expense or damage whatsoever, howsoever incurred (directly, indirectly or consequentially) in connection with Entry into the Trade Promotion Lottery or the prize, including but not limited to, as a result of the following:

(a) Tampering or manipulation of the Trade Promotion Lottery by a third party, including by other Entrants;

(b) Damage to the prize in transit or delivery;

(c) Inability or failure to locate or contact the winner of the prize and Trade Promotion Lottery (subject to reasonable efforts to do so);

(d) Delays in delivery;

(e) The inability of the prize winner to accept or take delivery of the prize;

(f) Anything in connection or arising from the prize winner’s acceptance of the prize, and entrance or participation in the Trade Promotion Lottery, to the fullest extent permitted by the Trade Promotion Regulations;

(g) The use or enjoyment of the prize;

(h) The suitability and quality of the prize,

including the release of any liability for any injury, sickness or death, property loss or damage or other direct or indirect loss or damage of any kind in connection with the Trade Promotion Lottery and prizes.

1.29 GEM and Related Parties shall not be held responsible for, and each Entrant shall release GEM and its Related Parties from, any and all claims and liabilities (including in relation to GEM’s compliance with these Terms and Conditions) in connection with any technological/technical, connection or network issues, failures or malfunctions, including but not limited to issues with computer devices and hardware, servers, communication networks, software, internet and online connections and providers, online traffic, electronic platforms and systems of every kind, e-mail systems or mail delivery, telephone network and connections, or incomplete, omitted, deleted, altered, interrupted, corrupt, delayed, lost, damaged, illegible or misdirected electronic communications, or any combination thereof.

1.29

1.30 The winners in each Trade Promotion Lottery will be drawn in one of the the following ways:

(a) By automated electronic raffle or ball system for minor draws; and

(b) Physical raffle draw for all other draws (including major draws).

1.31 The prize will be paid or transferred to the winner within 28 days after the draw. If permitted under the Trade Promotion Regulations, the date by which the Prize is transferred shall be extended by another twenty-eight (28) days if the transfer is prevented, inhibited or delayed by any matter outside GEM’s reasonable control (for example, delay in roadworthy approvals required to transfer a motor vehicle prize into the Winner’s name).

1.32 The prize can be substituted for a prize of the same or greater value than the original prize where the winner either agrees in writing, or the original prize is unavailable due to circumstances beyond the control of GEM and where reasonable attempts to reach agreement with the winner have been unsuccessful.

1.33 In conducting a Trade Promotion Lottery, GEM may draw an additional Entrant's name in a second draw to substitute a winner of a prize if:

(a) a winner of a prize is not readily identified; and

(b) reasonable efforts have made to identify the winner of the prize and were unsuccessful; and

(c) an additional Entrant's name is drawn.

1.34 Subject to the Trade Promotion Regulations, Entrants must present a valid Entry to be eligible to be a prize winner and claim a prize. If an Entrant fails to present the winning Entry to GEM, verify its identity to the satisfaction of GEM and claim the prize within seven (7) days of a draw (or such other reasonable time determined by GEM, having regard to the nature of the prize), such winning Entry shall be cancelled and forfeited, and GEM will be entitled to conduct a redraw. GEM shall not be responsible for late, lost, misdirected, ineligible or illegible Entries (including lost, stolen, forged, defaced or damaged proof of Entry).

1.35 GEM reserves the right to require and conduct security and/or identity verification checks in its absolute discretion to determine the identity and Entrant’s eligibility to enter the Trade Promotion Lottery.

1.36 Each Entrant must keep their contact details up to date and it is the Entrant’s responsibility to ensure that GEM is notified of any change in contact details at any time in connection with a Trade Promotion Lottery. You agree to release GEM and its Related Parties from any liability, loss cost or damage, including but not limited to non-communication of a winning Entry, in connection with your failure to update GEM of your contact details.

1.37 It is your responsibility to check and ensure maintenance of your nominated method of contact and account, and GEM must not be held responsible for your failure thereof, including but not limited to any missed communications which may be directed to your junk email box or spam or blocked lists, or resulting from accidental deletion.

1.38 Each Package and Membership includes an entitlement for a pre-determined number of Entries into each Trade Promotion Lottery arranged by GEM from time to time in addition to any entitlements they may receive from any applicable Special Promotions, including pre-existing, new, current and future entitlements available to a Member which apply to this Trade Promotion Lottery and in relation to the Promotion Period.

1.39 You are entitled to Entries in accordance with terms set out in Schedule 2, however an Entry into a Trade Promotion Lottery is only valid if you receive written confirmation from GEM of your Entries (and the number thereof) for each Trade Promotion Lottery and promotion. It is your responsibility to ensure that you receive the correct number of Entries, and by subscribing, you agree that GEM must not be held liable for your failure to ensure that you receive your entitled Entries. Your failure to ensure the correct number of Entries shall deem all entitlements to the missing Entries forfeited at the time of draw for the relevant Trade Promotion Lottery

1.40 Trade Promotion Lottery Entries for the purchaser of Packages shall be given once for each purchase of a Package for each tier thereof.

1.41 Your entitlement shall accumulate in accordance with your subscribed tier of Membership. Entitlement to Trade Promotion Lottery Entries for Members shall accumulate and increase in accordance with the terms set out in Schedule 2 for each tier of Membership. Upon the termination of any Membership subscription, the Member acknowledges and agrees that the mechanism for increased and accumulated entitlements for Entries into any Trade Promotion Lotteries shall be forfeited, and the re-subscription to a Membership tier shall be treated as a new membership containing the entitlements of a new member (however will not considered a new member for the purposes of Special Promotions, unless expressly stated otherwise).

1.42 The winner for each draw will be published publicly online and/or other publicly distributed publication/s. By entering a Trade Promotion Lottery and holding an Entry, you agree and authorise GEM to disclose and publish your name, suburb and identify you as the winner of the relevant prize in on these mediums if you become a winner of such prize.

1.43 You agree that GEM may restrict, limit, suspend, terminate your participation in a Trade Promotion Lottery, or your access and use of the Website, GEM App and the GEM Rewards Program and the content or feature therein, if you engage, cause engagement or threaten to engage in unlawful activities or misconduct or conduct which threatens the fair, intended and proper operation of the Trade Promotion Lottery, and GEM must be held harmless for any liability, loss, cost or damage occasioned as a result thereof.

1.44 You acknowledge and agree that from time to time access to the GEM App and Website may be denied for any one or all of the following reasons:

(a) maintenance and/or repairs;

(b) upgrades and enhancements;

(c) GEM server down time or failure;

(d) GEM systems down time or failure; or

(e) software utilised by GEM is corrupt or has failed,

and you accept the interruption, and to the fullest extent permitted in law, release GEM and its Related Parties from any loss, cost or damage that you may suffer as result of such interruption, including but not limited to your interrupted access and participation in a Trade Promotion Lottery.

1.45 By being a Member or Package Holder you agree as follows:

(a) That your Fee is in consideration for opportunity of accessing the Deals in the GEM Rewards Program and for discount merchandise (if relevant) only;

(b) The availability of a Trade Promotion Lottery is conducted by GEM from time to time at GEM’s absolute and sole discretion, and for the promotion of the GEM Rewards Program only; and

(c) By participating in a Trade Promotion Lottery you agree that you do so at your sole risk.

1.46 By participating in this Trade Promotion Lottery, you agree and accept that other participants may be entitled to additional and special entitlements to Entries as a result of Special Promotions occurring in the past, present or future but which apply to this Trade Promotion Lottery. You accept and acknowledge that these special entitlements may affect your chances in the Trade Promotion Lottery including but not limited to the dilution of the number of Entries you may hold in the proportion to the total Entries.

Entry Entitlements

PACKAGES

2. A Package Holder has the following entitlements in a Trade Promotion Lottery:

3. Entries granted to Package Holders only entitle the holder to the Major Prize [Mega Draw] of the applicable and relevant Trade Promotion Lottery at the time of purchase . Entries will only be made into one (1) Trade Promotion per Package purchased (Relevant Trade Promotion).

4. These Entries will automatically expire at the end of the Relevant Trade Promotion Entries do not survive beyond the Relevant Trade Promotion and do not accumulate.

5. Package Holders who purchase multiple Packages concurrently are entitled to the accumulated access periods, being the sum of all access periods of each Package purchased.

6. These entitlements are subject to change at any time, at GEM’s absolute discretion and which shall be binding on you if you choose to re-subscribe for, or renew a Package or Membership, or subscribe for a new Package or Membership.

MEMBERSHIP

19. A Member has the following entitlements in a Trade Promotion:

20. At the cancellation, end or termination of a Membership, all entitlements to Standard Entries and accrued Loyalty Entries in any Trade Promotion Lotteries shall reset and forfeited absolutely and in perpetuity.

21. Entries are valid for draws in a Trade Promotion Lottery running at the time of subscription for the remainder of that first month of subscription only, for each draw in each full billing cycle month that a valid Membership is held by the Member, and only for draws up to the day before the date of termination if a Membership subscription is terminated or ended for any reason.

22. If you wish to change your Membership by upgrading or downgrading, this will take effect in the next billing cycle.

23. Members who upgrade directly between tiers retain their accrued Loyalty Entries under the lower tier, and begin to accumulate Loyalty Entries on the accumulation terms of the upgraded tier from the commencement of the next billing cycle but do not carry over their entitlements to Standard Entries. Upgrading Members will be issued new Standards Entries in accordance with their entitlements under the new tier of Membership in the next billing cycle.

24. Members who downgrade directly between tiers retain their accumulated Loyalty Entries under the higher tier, and begin to accumulate Loyalty Entries on the accumulation terms of the downgraded tier from the commencement of the next billing cycle but do not carry over their entitlements to Standard Entries. Downgrading Members will be issued new Standards Entries in accordance with their entitlements under the new tier of Membership in the next billing cycle.

25. From time to time, GEM may:

a) hold more than one Trade Promotion Lottery in a month;

b) not hold Trade Promotion Lottery, or cancel a Trade Promotion Lottery in any given month; or

c) hold a Trade Promotion Lottery that runs across more than one month,

the event of which does not affect the accruing of Loyalty Entries at the commencement of the billing cycle.

26. These entitlements are subject to change at any time, at GEM’s absolute discretion and which shall be binding on you if you choose to re-subscribe for or renew a Package/Membership, or subscribe for a new Package or Membership.

Special Promotions and Entitlements (Special Promotion)

27. From time to time, GEM may announce and offer additional entitlements for one or any combination of its Members, Package Holders or any prospective new Member or new Package Holder including anything set out in this Schedule, and includes but is not limited to:

a. Additional (or bonus) entitlements and access periods;

b. Upgrades for subscriptions in a specified period of time;

c. Additional incentives, including discounts, bonuses, promotions, incentives and additional entries into any/all trade promotion;

at all time subject to the specific terms and conditions for each special promotion determined at GEM’s sole discretion, including the imposition of certain conditions, which may include but are not limited to making purchases within a certain period or for a certain price, or adhering to certain other requirements as determined by GEM.

28. If any additional entitlements or Special Promotions are offered, they are limited by the additional terms upon which each Special Promotion offer is made, which operate in addition to the rights and obligations set out in these Terms and Conditions.

29. Any such additional entitlements offered by GEM may only be available and open to any combination of its Members, Package Holders or any prospective new Member or new Package Holders during the promotion/offer period who have not previously opened an account with GEM, or purchased a Package or Membership from GEM (directly or indirectly), and such terms, may be more or less favourable than terms previously offered to you.

30. By becoming a Package Holder or Member, you agree to accept the direct and indirect effects and consequences of such additional entitlements granted by GEM to any combination of its Members, Package Holders or any prospective new Member or new Package Holders, or any other third party and release GEM from any claim, liability, cost, expense howsoever associated with same.