Web: https://www.sallyrays.com/
Phone: +61 1300 308 648
Email: [email protected] 

Thank you for your custom with Sallyrays. All Terms & Conditions must be accepted for you to proceed with the use of all Sallyrays Portals Apps or any other marketplace facility provided by Sallyrays. By proceeding with the use of the site you imply total acceptance of Sallyrays Terms & Conditions of Use. If you have any questions in regards to any of Sallyrays policies or procedures – please direct your enquiry to [email protected].

1. Parties

1.1 Sallyrays and its corporate affiliates: (i) operate online marketplaces, including Sallyrays, its Online Portal and all (“Sallyrays Marketplace Apps”) that may be available as native apps for operating systems like Android or iOS, or on standard or mobile web; (ii) develop and provide other services and products. In this policy we refer to Sallyrays and its corporate affiliates as “Sallyrays” or “we” or “us.” We refer to end users as “you” and the entities that list and sell products and services as “Merchant(s).”

1.2 Your location determines the Sallyrays entity with whom you have a contract:

You are contracting with Sallyrays an Australian business, and these Terms govern your use of the Services.
The Sallyrays entity you contract with may change as we expand our business.

1.3 The Marketplace Apps allow sellers (“Merchants”) to set up stores that list and sell products and services (“Products”) to end users. When you purchase a Product, the contract for sale is solely between you and the Merchant. That means that when you purchase a Product on Sallyrays or another Marketplace App, your transaction is with the Merchant who listed the Product and the Merchant is responsible for fulfilling your order. Sallyrays provides the technology platform for the Marketplace Apps and acts as a payment collection agent for the Merchant solely for the limited purpose of accepting funds from you, on behalf of the Merchant, upon your purchase of a Product from the Merchant via a Marketplace App.

1.4 Some Products may be available for pickup or receipt at a physical location near you. See the Pickup Policy for additional details and restrictions.

2. Services

2.1 Sallyrays operates marketplaces that allow Merchants and users to share information and complete purchases. Merchants are responsible for their stores, their Products, their Product listings (including any original or strike-through prices), and fulfillment of your order. Merchants may be located in your country or region or elsewhere. If they are located elsewhere, this may have an effect on taxes, customs or the applicability of consumer protection rules.

2.2 Although we are not a party to the contract formed between you and a Merchant when you purchase Products sold by Merchants, we may, in relation to providing our Services or in relation to our role as a limited payment collection agent for Merchant, assist with payment processing, returns, refunds, and other customer service. Sallyrays does not guarantee: (i) the existence, quality, safety, suitability, or legality of Merchant Products or Product listings; (ii) the truth or accuracy of any Product listings, descriptions, or other content provided by Merchants; (iii) the truth or accuracy of ratings, reviews, or other User Submissions; or (iv) the performance or conduct of Merchants or other third parties. Except where we clearly indicate otherwise, Sallyrays does not endorse any Merchant, store, Product, or Product listing. Please read all labels, warnings, and directions provided with a purchased Product before using or receiving it, and consider doing your own research prior to making a purchase.

2.3 You acknowledge and agree that Sallyrays acts as the Merchant’s payment collection agent solely for the limited purpose of accepting payments from you on behalf of the Merchant. Upon your payment of funds to us, your payment obligation to the Merchant for the agreed-upon amount is extinguished, and Sallyrays is responsible for remitting the funds to the Merchant in the manner described in the Merchant Terms of Service and Agreement, which constitutes Sallyrays agreement with the Merchant. In the event that Sallyrays does not remit any such amounts, the Merchant will have recourse only against Sallyrays and not you directly.

2.4 Please check all details and any restrictions regarding each service thoroughly before you place your order with a Merchant. Please note that it is solely your responsibility (or the responsibility of the person receiving the service) to inform the Merchant of any medical or health conditions and/or special needs that may affect or be affected by the service (including, but not limited to, information regarding allergies and health problems).

3. User Requirements

3.1 In order to use the Services, you must be 13 years old or older (or the age of consent set by applicable law) and be of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). Products for children’s use may be sold by Merchants; however, these Products are intended for sale to adults. Certain Products may be intended for individuals of certain ages or “mature audiences” only. By ordering such Products, you certify that you are old enough to view, use, own, or receive them. Sallyrays has no liability to you for third-party content that you find to be offensive, indecent, or objectionable.

3.2 You are not permitted to use the Services if: (a) you cannot enter into a binding contract with Sallyrays; (b) you are located in a country embargoed by the United States or if you are on a U.S. Agency list of prohibited persons or entities, such as the Treasury Department’s list of Specially Designated Nationals or the Australian Department of Foreign Affairs and Trade Consolidated List; or (c) you have previously been banned from using any of our Services, unless we have reversed that ban, in our sole discretion.

3.3 You may be required to create an account, and select a password and user name. You promise to provide us with accurate, complete, and updated registration information about yourself, including contact information. You may not select as your user name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

3.4 The Marketplace Apps may allow you to sign in using a social network account and its credentials. The settings on the Marketplace App and the social network may allow certain activity to be published.

4. Rules & Restrictions

4.1 You agree to use the Services for your own internal and personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with these Terms, applicable marketplace policies, and all laws that apply to you. If your use of the Services (including the purchase of any Product on the Services) is prohibited by any applicable laws, then you aren’t authorized to use the Services. We are not responsible if you use the Services in a way that breaks the law.

4.2 You will not share your account or password with anyone, and you must protect the security of your account and your password. You must notify Sallyrays immediately of any unauthorized use of your password or any other breach of the security of your account. You are responsible for all activity associated with your account.

4.3 You must not create multiple accounts and you must not let others use your account.

4.4 Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”)

made available through the Services may be governed by rules that are separate from these Terms of Use. If the rules for a Promotion conflict with these Terms of Use, the Promotion rules will govern.

4.5 When accessing or using the Services, you agree to:

Abide by all laws, rules, regulations, these Terms, and all Sallyrays policies;
Only purchase Products you are legally able to purchase in your jurisdiction;
Only use (or attempt to use) the Services through interfaces provided by Sallyrays; and
Comply with the instructions in any robots.txt file present on the Services.

4.6 When accessing or using the Services, you agree not to:

Infringe or violate the intellectual property rights or any other rights of anyone else, including Sallyrays (see our Intellectual Property Policy for more info);
Violate these Terms, Sallyrays policies, or any law or regulation, including any applicable export control laws;
Engage in activity that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
Circumvent any terms, policies or rules set forth on the Services including those relating to any promotion, contest, or program on the Services;
Collect personal data from users of the Services or use any such information found on the Services;
Engage in activity that jeopardizes the security of your account or anyone else’s (such as allowing someone else to log in to the Services as you);
Attempt, in any manner, to obtain another user’s password, account, or other security information;
Use a third party’s credentials, conceal your true IP address, or otherwise impersonate or misrepresent your identity or your affiliation with any person or entity;
Violate the security of any computer network, or crack any passwords or security encryption codes;
Run a Maillist, Listserv, or any form of auto-responder or “spam” on the Services, any process that runs or is activated while you are not logged into the Services, or any process that otherwise interferes with the proper functioning of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
Copy or store any significant portion of the Content;
Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;
Attempt to buy any Prohibited Products;
Abuse any promotions, discounts, or other benefits offered by Sallyrays or Merchants, including farming or harvesting of discounts or promotion codes;
Schedule, request, or otherwise solicit services from a Merchant where you do not intend to follow through with the receipt of, or payment for, such services, or where you do not meet the Merchant’s requirements as stated in the service description; or
Attempt to do anything, or permit, encourage, assist, or allow any third party to do anything, prohibited in this list, or attempt, permit, encourage, assist, or allow any other violation of these Terms.
In addition to any other remedies available to us, including without limitation monetary and nonmonetary damages, a violation of any of the foregoing may be grounds for the relevant Merchant or us as applicable to take any of the following actions: adjustment of prices/amounts due; cancellation of one or more purchases; and/or suspension or termination of your right to access or use the Services.

5. Privacy

5.1 Our Privacy Policy provides information about how we collect, use, and disclose your personal information. By installing our apps, creating an account, viewing Products, making a purchase, or otherwise using the Services, you acknowledge that we will collect, use, and disclose your personal information as described in our Privacy Policy.

5.2 Your purchases are fulfilled by Merchants. In order to fulfill your purchases, Merchants need information about you, such as your mailing address. Merchants may be located in your country or region or elsewhere. You acknowledge that when you make a purchase, Sallyrays treats it as a request from you to share your information (including your name, street address, and phone number) with the relevant Merchant to, for example facilitate shipping or the provision of Products to you, and that such sharing may cause a transfer of personal data from one region to another.

5.3 You acknowledge and agree that Sallyrays may access, preserve, and disclose your account or user information (if such information exists) as described in our Privacy Policy, including without limitation, if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any of your acts violate the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Sallyrays, its users, or the public.

6. Communications

6.1 Sallyrays may communicate with you using email or autodialed or prerecorded calls and text messages, at any telephone number that you provide us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you.

6.2 If you would like to receive marketing via mobile texts and alerts, you may sign up to do so, including on a checkout page for purchasing a Product in the Marketplace Apps. By signing up, you provide your consent to receive recurring autodialed marketing texts or other mobile messages from or on behalf of us at the mobile number you’ve provided. You understand that consent to receive marketing is not a condition of purchase. Message and data rates may apply. If you would like to be removed from the Sallyrays marketing text list, you can follow the instructions provided in those messages or reply STOP to any Sallyrays sms/text. If you have any questions, you may reply HELP to Sallyrays sms/text alerts or contact customer care at [email protected].

6.3 Sallyrays may route communications with you through a third-party service provider, and subject to applicable law we or the service provider may record or monitor telephone conversations you have with Sallyrays or its agents for quality control and training purposes, or for our own protection. Unless you let us know at the start of or during the telephone conversation, you will be taken to have consented to such recording and monitoring. Sallyrays may also track communications between you and Merchants (using a service provider or through other methods) so that Sallyrays and the Merchants can access certain details about your communications with Sallyrays or Merchants. As part of this process, Sallyrays and the service provider will receive and store data about your communication, including the date and time of the communication, your contact information, and the content of the communication. You consent to these practices by Sallyrays and the service provider. The information is subject to our Privacy Policy.

7. User Submissions

7.1 Anything you post, upload, share, store, or otherwise provide through the Services is a “User Submission.” User Submissions may include suggestions, comments, ideas, improvements, or other feedback or materials, and may be viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions.

7.2 For all User Submissions, you hereby grant Sallyrays a royalty-free, perpetual, non-exclusive, transferable, sublicensable, worldwide license to use, store, display, reproduce, save, modify (e.g. for technical purposes, such as making sure your submission is viewable on an iPhone as well as a computer), create derivative works, perform, distribute, translate, or otherwise act with respect to such User Submissions as we determine is necessary to operate, market, and advertise the Services, including to present, display, or perform such User Submissions in accordance with your preferences.

7.3 If you choose to submit a User Submission, Sallyrays will consider such Submission to be non-confidential and non-proprietary to you. Sallyrays shall have no obligations concerning the User Submission, and Sallyrays will be free to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit the User Submissions in any manner, without any restriction or compensation to you.

8. Ratings, Reviews and other User Feedback

8.1 Ratings, reviews, photos, videos, and other content about Products, Merchants, and stores (“Feedback”) generated by users on our Services are User Submissions that are not endorsed by Sallyrays and do not represent the views of Sallyrays. Sallyrays does not assume liability for Feedback or for any claims for economic loss resulting from such ratings and reviews. Because we expect users to maintain a high level of integrity with respect to ratings and reviews posted through the Services, you agree to: (i) base any rating or review you post only on your firsthand experience with the applicable Merchant or Product; (ii) not provide a rating or review for any Merchant or Product with respect to which you have a competitive, ownership, or other economic interest, employment relationship, or other affiliation; (iii) prominently indicate if your review was sponsored or paid for in any way; and (iv) ensure your review complies with these Terms. We reserve the right to exclude Feedback for any reason or no reason, without notice to you. For example, we may exclude Feedback if we determine, in our sole discretion, that any rating or review could diminish the integrity of the ratings and reviews.

8.2 You agree that if you participate in a Sallyrays community or group and get special access to features or Products or receive free Products directly from Sallyrays, and you want to post publicly about those free Products and your experiences with them, then you must comply with the Sallyrays Endorsement Guidelines, including without limitation that you shall: (a) write honestly about your actual experience with the Product; and (b) disclose all material information, such as (where applicable) that you received the Product for free.

9. Content License

9.1 Materials displayed, performed, or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, Feedback (all of the foregoing, the “Content”) may be protected by copyright and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and to not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell ,or otherwise exploit for any purpose any Content not owned by you (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s rights (including Sallyrays).

9.2 Sallyrays and the W logo are trademarks of Sallyrays Inc., registered in the U.S. Patent and Trademark Office and in other countries. All rights reserved.

9.3 You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Services, except as expressly provided in this section 9.

9.4 Subject to your compliance with these Terms and all applicable policies, rules, and guidelines, and your payment of any applicable fees, you are permitted to make personal and non-commercial use of the Services. All rights not expressly granted to you in these Terms or any policies or guidelines are reserved and retained by Sallyrays or its licensors, suppliers, publishers, rightsholders, or other content providers. The permissions granted by Sallyrays terminate if you do not comply with these Terms or any applicable policies, rules, or guidelines.

10. Copyright

10.1 We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. To review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, click here.

11. Responsibilities

11.1 Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such information or Content originated. You access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for your having acquired or not acquired Content through the Services. We cannot guarantee the identity of any user with whom you interact while using the Services and are not responsible for which users gain access to the Services.

11.2 You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

11.3 The Services may contain links or connections to third-party websites or services that are not owned or controlled by Sallyrays. When you access third party websites or use third-party services, you accept that there are risks in doing so, and that Sallyrays is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

11.4 Sallyrays has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Sallyrays will not and cannot monitor, verify, censor, or edit the content of any third-party website or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

11.5 Your interactions with organizations and/or individuals found on or through the Services, including communications, payment (other than as set out in Section 2.3), performance, and delivery of Products, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties. You agree to take reasonable precautions in all communications and interactions with these third parties and with other persons with whom you communicate or interact as a result of your use of the Services, particularly if you decide to meet offline or in person to receive Products from a Merchant. You agree that Sallyrays will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

11.6 If there is a dispute between participants on this site, or between users and any third party, you agree that Sallyrays is under no obligation to become involved. In the event that you have a dispute with one or more other users, including a Merchant, you release Sallyrays, its officers, employees, agents, and successors from all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

12. Changes to Products Services & Platform

12.1 We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

12.2 Sallyrays reserves the right to alter change move or delete any price, product or service at anytime at its sole discretion.

13. Costs and Fees

13.1 It is currently free to access and browse the Marketplace Apps and sites and other aspects of the Services. However, you may choose to purchase Products through the Services, and you alone will be responsible for paying the purchase price of any such Products, in addition to any taxes and shipping costs, where applicable. We may cancel or limit quantities of Products purchased, and we reserve the right to refuse any order. In the event we need to make a change to an order, we will attempt to notify you by messaging you in the relevant Marketplace App or contacting the email address, billing address, and/or phone number provided at the time the order was made. Prices are subject to change at any time. Due to separate and applicable tax jurisdictions, your purchases may be subject to specific sales, use, customs, or value-added taxes, and the shipping time and associated cost may increase accordingly. As tax rules evolve, Sallyrays may calculate and collect taxes applicable to some purchases. See our Tax Policy page for additional information.

13.2 Sallyrays reserves the right to require payment of fees for certain or all Services, in addition to the fees charged for the purchase of Products. You shall pay all such fees, as described on the website or Marketplace Apps in connection with such Services selected by you. Sallyrays reserves the right to change prices and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Services. Your use of the Services following such notification constitutes your acceptance of any new or increased charges.

14. Purchases Pricing

14.1 You are responsible for reading the full Product listing before purchasing a Product. By confirming your purchase, you agree to pay all applicable fees, taxes, and other amounts associated with your use of the Services. Further, you acknowledge your responsibility for GST and customs duties. Please note that GST, customs duties, and similar charges collected at the time of purchase (if any) are estimated values and may be subject to change depending on local laws. If additional amounts are assessed, you are responsible for them. Sallyrays cannot be liable if a Product is delayed or denied customs clearance as a result of your failure to pay such amounts. For more information about GST, customs dutiessee our Tax Policy page.

14.2 Sallyrays (and any third-party service providers that we may utilize) may charge you fees for purchases made through the Marketplace Apps and any applicable fees will be disclosed to you via the Marketplace Apps. You must timely pay all fees or amounts associated with your use of the Services, including for any purchases. TO THE EXTENT PERMITTED BY LAW, YOUR PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN APPLICABLE POLICIES AND THE AUSTRALIAN CONSUMER LAW OR OTHER APPLICABLE LAW.

14.3 In order to make purchases, you must provide accurate and complete information for a valid payment method, such as a credit card, that you are authorized to use. You must promptly update your account with any changes related to your payment method. BY PROVIDING INFORMATION FOR A PAYMENT METHOD, YOU AUTHORIZE SALLYRAYS OR ITS AGENTS OR PAYMENT SERVICE PROCESSORS TO CHARGE THE PAYMENT METHOD FOR: (A) AMOUNTS DUE FOR PURCHASED PRODUCTS; (B) ANY AND ALL APPLICABLE TAXES; AND (C) ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR USE OF THE SERVICES.

14.4 Each final price is determined by or based on a price supplied by the Merchant offering a Product for sale. Merchants provide the other information in the Product listings, including any reference or strike-through prices. Merchants are obligated to provide accurate information, but we have no way to guarantee the truth or accuracy of information in Product listings. Sallyrays does not represent, warrant, or guarantee that the Merchant actually offered or sold the Product at the strike-through price. You should not rely on the strike-through price in connection with making any decision to purchase. If comparison price is an important factor in your purchasing decision, you should do your own research and comparisons before making a purchase.

14.5 Pricing or availability errors may occur from time to time. Sallyrays reserves the right to cancel any orders containing pricing or availability errors, with no further obligations to you other than to refund any amount received for that order, even after your receipt of an order confirmation or shipping notice. Pricing for Products may be different in different apps or platforms that we operate and also vary based on other factors, including location, time, and purchase patterns.

15. Refunds, Exchanges and Related

15.1 We want you to be satisfied with your purchases on the Services. If you have a problem with an order or purchase, please contact us as described in the Refund & Returns Policy. You agree that: (i) Sallyrays may, in accordance with its Refund & Returns Policy, issue a refund to resolve any problems with your order, including the contents of a Product listing or the delivery, condition, performance, or quality; and (ii) if you Sallyrays to pursue any other remedy, you must seek that remedy directly from the applicable Merchant. If you accept a refund, your ability to seek another remedy from the applicable Merchant may be affected.

15.2 Except as described in the Refund & Returns Policy or as otherwise provided for under law including the Australian Consumer Law, Sallyrays cannot refund, reimburse, cover, or otherwise be responsible for any fees, including without limitation those not paid to Sallyrays, such as customs, taxes, or any return shipping costs you may incur in the refund process.

16. Rewards, Credits, Sallyrays Cash

16.1 Your account may contain rewards, credits, Sallyrays Cash, or virtual currency in one of our apps or platform environments. These may be used for discounts on or payment for eligible purchases made on the Services (but note that not all Products may be eligible). Rewards, credits, or Sallyrays Cash cannot be redeemed for cash, except in jurisdictions where required by law. Sallyrays Cash is issued and may be used as described in the Sallyrays Cash & Gift Card Policy. Sallyrays Gift Cards are governed by the Sallyrays Cash & Gift Card Policy.

17. Ending our Relationship

17.1 You’re free to stop using the Services at any time. Any unpaid amounts you owe Sallyrays (for our fees) or Merchants (for Products purchased) will remain due. Sallyrays is also free to terminate, or suspend access to, your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Sallyrays has the right to decide in good faith whether you are in violation of any of the restrictions set forth in these Terms. Even after your right to use the Services is terminated, these Terms will remain enforceable and unpaid amounts you owe to Sallyrays (for our fees) or Merchants (for Products purchased) will remain due.

17.2 Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

17.3 Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: (i) any obligation you have to pay us or indemnify us; (ii) any limitations on our liability; (iii) any terms regarding ownership or intellectual property rights; and (iv) any terms regarding arbitration and class action waiver.

18. iOS Apps & Special Terms [app coming soon]

18.1 If you access or use a Marketplace App on an Apple device or operating system, please review these additional iOS terms.

19. Changes to Terms

19.1 We’re constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we make any material changes, we will attempt to bring it to your attention by placing a notice on the Services, by sending you an email, or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

19.2 Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

20. WARRANTY DISCLAIMER. THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS

20.1 NEITHER SALLYRAYS NOR ITS LICENSORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, INTELLECTUAL PROPERTY COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. WE (AND OUR LICENSORS AND SUPPLIERS) MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.

20.2 USE OF THE SERVICES, AND PRODUCTS OFFERED AND PURCHASED ON THE SERVICES, IS AT YOUR OWN RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES, PRODUCTS AND SERVICES OFFERED AND PURCHASED ON THE SERVICES, OR OTHER CONTENT ARE MADE AVAILABLE TO YOU IS ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTIES OR ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SALLYRAYS EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

20.3 YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SALLYRAYS IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE SERVICES.

20.4 IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

20.5 CERTAIN LAWS INCLUDING THE AUSTRALIAN CONSUMER LAW DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR OTHER RIGHTS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

21. LIMITATION OF LIABILITY

21.1 NOTWITHSTANDING SALLYRAYS APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF MERCHANT SOLELY FOR THE PURPOSES OF COLLECTING PAYMENTS FROM USERS THROUGH THE MARKETPLACE APPS, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SALLYRAYS (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR (C) YOUR USE OF THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY INABILITY TO ACCESS OR USE OR THE PURCHASE AND USE OF PRODUCTS OFFERED FOR SALE THROUGH THE SERVICES, EVEN IF SALLYRAYS, ITS SUPPLIERS, OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR PERSONAL INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

21.3 YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT SALLYRAYS SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY MERCHANT OR USER OF THE SERVICES.

21.4 TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SALLYRAYS (OR ITS LICENSORS OR SUPPLIERS) WILL THE TOTAL AGGREGATE AMOUNT THAT SALLYRAYS IS LIABLE TO YOU FOR ALL CLAIMS IN THE AGGREGATE EXCEED THE GREATER OF (I) US $100.00 OR (II) THE AMOUNTS PAID BY YOU TO SALLYRAYS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF SALLYRAYS FOR (1) DEATH, TANGIBLE PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY SALLYRAYS’S GROSS NEGLIGENCE OR FOR (2) ANY INJURY CAUSED BY SALLYRAYS’S FRAUD OR FRAUDULENT MISREPRESENTATION.

21.5 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SALLYRAYS AND YOU.

21.6 WE DO NOT LIMIT OR EXCLUDE OUR LIABILITY WHERE OR TO THE EXTENT THAT IT WOULD BE UNLAWFUL. CERTAIN LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU DESPITE THE “GOVERNING LAW” SECTION OF THESE TERMS OF USE, THE ABOVE APPLIES ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AS FURTHER EXPLAINED IN SECTION 23.5.

22. Indemnity

22.1 To the fullest extent allowed by applicable law, you agree to indemnify and hold Sallyrays, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) to the extent arising from or in any way related to any third-party claims relating to: (a) your use of the Services, including without limitation, User Submissions or any actions taken by a third party using your account; (b) your violation of these Terms; (c) your violation of any rights of another party, including without limitation any copyright, property, or privacy right or any third-party agreement; or (d) your violation of any applicable laws, rules, or regulations. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that SALLYRAYS complies with the requirements in these Terms for issuing a notice to you, failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

22.2 Sallyrays reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sallyrays in asserting any available defenses. This provision does not require you to indemnify Sallyrays for any unconscionable commercial practice by Sallyrays or for Sallyrays negligence, fraud, deception, false promise, misrepresentation, concealment, suppression, or omission of any material fact. You agree that the provisions in this section will survive any termination of your account, these Terms, or your access to the Services, including the purchase of any Products on the Services.

23. General

 23.1 Electronic Communications

You agree to receive communications from Sallyrays electronically, such as emails, texts, mobile push notices, and notices and messages on the Services, and to retain copies of these communications for your records. You agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that Sallyrays provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.”

23.2 Assignment

You may not assign, delegate, or transfer these Terms, your rights or obligations hereunder, or your Services account in any way (by operation of law or otherwise) without Sallyrays prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

23.3 Force Majeure

Sallyrays shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

23.4 Choice of Law

These Terms and any dispute of any sort that might arise between you and Sallyrays will be interpreted in accordance with and governed by the laws applying in the State of New South Wales, Australia, without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction.

23.5 Australian Consumer Law

THESE TERMS ARE SUBJECT TO THE AUSTRALIAN CONSUMER LAW AND CONSUMERS’ RIGHTS AND REMEDIES UNDER THE AUSTRALIAN CONSUMER LAW. CERTAIN LAWS MAY PROVIDE YOU WITH MANDATORY RIGHTS AND REMEDIES THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED. FOR EXAMPLE UNDER THE AUSTRALIAN CONSUMER LAW, YOU MAY BE ENTITLED TO A CONSUMER GUARANTEE FOR SERVICES WE PROVIDE AND CERTAIN REMEDIES IF THERE IS A FAILURE WITH THAT GUARANTEE. DESPITE ANY OTHER PROVISION IN THESE TERMS, ANY LIMITATION OR EXCLUSION OF LIABILITY OR WAIVER OR RELEASE IN THESE TERMS EXPRESSED TO BENEFIT SALLYRAYS OR ITS LICENSORS OR SUPPLIERS IS TO BE READ AS ONLY APPLYING SUBJECT TO YOUR MANDATORY RIGHTS AND REMEDIES AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

23.6 Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to a claim for mandatory rights or remedies as contemplated under the Australian Consumer Law or other law.

23.7 Notice

Where Sallyrays requires that you provide an email address, you are responsible for providing Sallyrays with your most current email address. In the event that the last e-mail address you provided to Sallyrays is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, Sallyrays dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Sallyrays at the following address: Sallyrays Unit 2 117 New South Head Road Vaucluse Sydney 2030 Australia. Such notice shall be deemed given when received by Sallyrays by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address (mail must be traceable via a tracking number for the delivery).

23.8 Export Control

In Australia, export control and laws are primarily governed by the following pieces of legislation:

• • • Customs Act 1901: This Act includes provisions for the export of goods and the enforcement of export controls.
    • Defence Trade Controls Act 2012 (DTCA): This Act regulates the supply and export of defense and strategic goods, services, and technologies listed in the Defence and Strategic Goods List (DSGL).
    • Weapons of Mass Destruction (Prevention of Proliferation) Act 1995: This Act controls the export of goods, services, and technologies that could assist in the development or production of weapons of mass destruction.

These legislations are designed to ensure that exports do not compromise national security or violate international agreements and obligations. Compliance with these laws is mandatory for all exporters, including those dealing with items purchased from businesses such as Sallyrays.

Export control laws in both Australia and the United States regulate the export of certain goods, technologies, and services to ensure national security and compliance with international obligations. For goods purchased from Sallyrays, these laws require that exports adhere to specific licensing requirements and restrictions unless otherwise permitted by law. In Australia, the Defence and Strategic Goods List (DSGL) outlines controlled items, and exports must comply with the Australian Department of Defence guidelines. Similarly, in the United States, the Bureau of Industry and Security (BIS) administers the Export Administration Regulations (EAR), which govern the export of commercial items with potential military applications. Both countries enforce stringent penalties for non-compliance, underscoring the importance of adhering to these regulations when exporting goods purchased from Sallyrays.

23.9 Entire Agreement

These Terms and all policies posted through our Services set forth the entire understanding and agreement between you and Sallyrays, and supersede all prior understandings and agreements of the parties. These Terms shall not be modified by any of: (i) course of performance between the parties; (ii) course of conduct or dealing between the parties; or (iii) applicable trade practice.

23.10 Waiver

Our failure to respond to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

23.11 Language of the Terms

If we provide a translated version of these Terms, Privacy Policy, Copyright Dispute Policy, or any other terms or policy, it is for informational purposes only. If the translated version means something different from the English version, then the English meaning will be the one that applies.

23.12 Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Sallyrays may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. Subject to Section 24 (Arbitration), if any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Sallyrays, and you do not have any authority of any kind to bind Sallyrays in any respect whatsoever. You and Sallyrays agree there are no third-party beneficiaries intended under these Terms.

24. Disputes

 24.1 Disputes

“Disputes” shall include, but are not limited to, any claims or controversies between you and Sallyrays against each other related in any way to or arising out of in any way from the Service, the Content, User Submission (Public, Personal, and/or Limited Audience), including but not limited to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and Sallyrays, even if the claim arises after you or Sallyrays has terminated use of Services or a user account or these Terms. Disputes also include, but are not limited to, claims that: (a) you bring against our employees, agents, affiliates, or other representatives; (b) Sallyrays brings against you; (c) in any way relate to or arise out of any aspect of the relationship between you and Sallyrays, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) arose before you assented to these Terms or out of a prior set of Terms with Sallyrays; (e) are subject to ongoing litigation where you are not a party or a class member; and/or (f) arise after the termination of these Terms. Disputes does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property, which shall not be subject to arbitration or the notice and good faith negotiation requirement described below.

24.2 Dispute Resolution.

24.2.1 If a Dispute arises and cannot be resolved through informal and good faith communications between the parties, either party may submit the Dispute to be adjudicated by the exclusive jurisdiction of the Courts in and of New South Wales, Australia.

24.2.2 Nothing in this Section 24.2 is intended to restrict any right you have under law to raise a matter with a regulator.

24.3 Waiver of Class or Consolidated Action.

24.3.1 Despite any other term in this Agreement, Sallyrays and you agree to resolve any dispute in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. Sallyrays and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any dispute with a third party.

24.3.3 This Waiver of Class or Consolidated Actions section will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Sallyrays, or any employee, officer, director, or investor of Sallyrays, and to any claims asserted by any of them against you, to the extent that any such claims is a dispute.

24.3.4 This Waiver of Class or Consolidated Actions Section shall survive any termination of your account or the Services.

24.4 Waiver of Jury Trial

YOU AND Sallyrays HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY REGARDING A DISPUTE.