Welcome to Ocean Mingle! Our App allows users to connect with other users of similar interests and provides useful information about the Cruise you are onboarding (Services), as set out in more detail on our app (App).

In these terms and conditions (Terms), we distinguish between two types of users:

• Passengers: users who will be using the App as a passenger of a Cruise; and
• Crew: users who will be using the App as a crew member of a Cruise.

When we say you or your, we mean you as an individual (either as a Passenger or a Crew member) if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean OceanMingle Pty Ltd (ACN 689 562 909).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use the Services unless you agree to these Terms.

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

Email: support@oceanmingle.com

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

• Our privacy policy (on the App), which sets out how we will handle your personal information;
• Clause 1.8 (Variations) which sets out how we may amend these Terms;
• Clause 4 (Fees) which sets out important information about payments and recurring services, including whether you can cancel the Services and whether any of the Services auto-renew; and
• Clause 11 (Liability) which sets out exclusions and limitations to our liability under these Terms.

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

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

1. Engagement and Term

1. These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).
2. Subject to your compliance with these Terms, we will provide you with access to the Services.
3. Where we require access to your premises or computer systems in order to provide the Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
4. We will not be responsible for any other services unless expressly set out in these Terms or on our App.
5. If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
6. Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us, and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.
7. We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services. If you have paid upfront for recurring access to any of the Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access, and we will issue you a pro-rata refund for such Services.

2. Services

• Our App allows users to connect with other users of similar interests and provides useful information about the cruise. Information about the Cruise may change at the discretion of the Cruise.
• Passengers and Crew cannot connect on the App. You will only be able to connect and communicate via the App’s privacy messaging functions with the same user type (e.g., Passengers can only connect with other Passengers).

Safety Features

• The App includes various safety features, including SOS buttons, lost child emergency alerts, “I’m Safe” check-ins, and identity verification via QR codes (Safety Features).
• When you use Safety Features, alerts may be sent to emergency contacts and other users as appropriate to the specific safety feature used.
• You acknowledge that Safety Features are designed to assist in emergency situations but do not guarantee response times or outcomes. You remain responsible for your own safety and should contact appropriate emergency services when required.

Identity Verification

• We may provide optional identity verification features using QR codes to help verify user identities for enhanced safety and trust. The users who have passed the identity verification process will be permitted to use a verification symbol on the App. By allowing users to operate with verified status, we are not guaranteeing or endorsing that such users will not engage in misconduct, and you should do your own due diligence before engaging with such users.

Referral Program

• We may provide you with referral codes that you can share with friends (who are not current users of the App) to invite them to use the App (Referral Program).
• When a friend successfully signs up for an Account using your referral code, you will receive 1 week of complimentary access to our Paid Services.
• If the friend purchases the Paid Services, you may receive additional access to the Services, as set out on the App.

Tips

• If you are a Passenger on a Cruise, you may send digital tips to Crew members who are also users of the App (Tips). This is the only form of direct interaction permitted between Passengers and Crews via the App.
• Tips are processed through our third-party payment processors.
• All Tips are final once processed. Tips cannot be refunded except where required by law.
• Crew users acknowledge that Tips received through the App may be subject to taxation in their jurisdiction, and where you are a Crew member, you are solely responsible for meeting any applicable tax obligations.
• As a Passenger, you must not use the tipping feature for any purpose other than genuine appreciation for services provided by Crew members, including not using it to circumvent other restrictions in these Terms.

3. Account

• You must sign up for an Account in order to access and use the Services
• You must be at least 18 years of age to sign up for an account.
• While you have an Account with us, you agree to:

1. keep your information up-to-date (and ensure it remains true, accurate and complete);
2. keep usernames and passwords secure and confidential, and protect them from misuse or being stolen;
3. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account;
4. interact with other users in a respectful and appropriate manner, refraining from harassment, obscene, hatespeech, or any form of abusive behaviour;
5. use the App for its intended purposes, including connecting with other users and not for commercial activities, spam, or fraudulent purposes;
6. respect the privacy and personal boundaries of other users, including not sharing their personal information without explicit consent;
7. accurately represent yourself in your profile, including using recent and authentic photos;
8. comply with all applicable laws and regulations while using the App;
9. report any suspicious or inappropriate behaviour from other users to our moderation team;
10. not use automated system or bots to interact with the App or others;
11. not solicit money, goods, or services from other users (except where you are a Passenger providing Tips to users) or attempt to sell or promote products or services through the App;
12. not use the Services to arrange any meetings or encounters for commercial sexual services;
13. not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
14. not use the Services to distribute unsolicited promotional or commercial content, or to send chain letters, junk email, spam, or other bulk communications; and
15. not post or share prohibited content, including content which is obscene, pornographic, violent or otherwise mayoffend human dignity, or contains nudity or which is abusive, insulting or threatening, discriminatory or thatpromotes or encourages racism, sexism, hatred or bigotry.

• If you close your Account, you will lose access to the Services.

4. Fees

• Once you have created your Account, you may use our basic Services without payment (Free Tier), subject to usage limitations as set out on our App. You may also choose to purchase a premium access membership (Paid Services) for enhanced features and functionality, as set out on our App.
• Paid Services may include:

1. one-time purchases for specific periods; or
2. recurring membership Services.

• You must pay all amounts due under these Terms in accordance with these Terms or as set out on our App (as applicable).
• Details of our Paid Services, including features, limitations, fees and billing cycles (for recurring services) are set out on our App. For recurring membership services, you will be billed on a regular basis, as set out on our App, at the beginning of eachbilling cycle. All other Paid Services must be paid for at the time you order the Service.
• Cancellation: All recurring Paid Services continue for the agreed Paid Service term (that you selected when purchasing theService) (Paid Service Term). At the end of each Paid Service Term, provided you have paid all fees owing, your recurring Paid Services will be automatically renewed for the same term. If you wish to cancel your recurring Paid Services, you may do so through your Account. Your cancellation will take effect at the end of your current Paid Service Term, and the recurring Paid Services will not be renewed (meaning you will need to continue paying all fees due up until your currentPaid Service Term ends).
• Our payments methods will be set out at the time you purchase the Paid Services. If you choose to pay your fees using one of our third-party payment processors (e.g., the mobile app stores), you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).
• You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder.
• If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:

1. suspend your access to the Services; and
2. charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly.

• You are responsible for paying any levies or taxes associated with your use of the Services, for example, sales taxes, value-added taxes, or withholding taxes (unless we are required by law to collect these on your behalf).

5. Licence

• During the Term, we grant you a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.
• When you purchase our Paid Services, your access rights will vary based on the type of service. For one-time purchases, we grant you the right to access the purchased Service until the earlier of the specified duration of access, the termination of these terms, or your cancellation of the specific Service. For recurring services, we grant you a right to access the relevant Services only for the duration that you continue to pay for the Service, subject to these Terms. These rights cannot be passed on or transferred to any other person.
• You must not:

1. access or use the Services in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
2. interfere with or interrupt the supply of the Services, or any other person’s access to or use of the Services;
3. introduce any viruses or other malicious software code into the Services;
4. use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;
5. attempt to access any data or log into any server or account that you are not expressly authorised to access;
6. use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
7. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
8. access or use the Services to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

6. Availability, Disruption and Downtime

• While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
• The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
• We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

7. Intellectual Property and Data

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

Your Data

• We do not own any of Your Data, but when you enter or upload any of Your Data into our App, you grant us the right to access, analyze, back up, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

1. supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms;
2. diagnose problems with our Services;
3. improve, develop and protect our Services;
4. send you information we think may be of interest to you based on your marketing preferences;
5. perform analytics for the purpose of remedying bugs or issues with our App; or
6. perform our obligations under these Terms (as reasonably required).

• You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

• You are responsible for (meaning we are not liable for):

1. the integrity of Your Data on your systems, networks or any device controlled by you; and
2. backing up Your Data.

• When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
• If you do not provide Your Data to us, it may impact your ability to receive our Services.
• This clause 7 will survive the termination or expiry of these Terms.

8. User Generated Content

• You own the Intellectual Property Rights in any content you create, upload, or share through the App, including photos, videos, text, and other materials (Your Content).
• By uploading Your Content to the App, you grant us a non-exclusive, royalty-free, worldwide license to use, display, and distribute Your Content for the purpose of us providing the Services to you and other users.
• Where you provide us with consent or otherwise provide explicit consent through the App's consent mechanism, you grant us an additional non-exclusive, royalty-free, worldwide licence to use Your Content for our marketing, promotional, and advertising purposes, including on our website, social media channels, and other promotional materials.
• You may withdraw your marketing consent at any time by contacting us or using the withdrawal mechanism in the App. Upon withdrawal, we will cease using Your Content for marketing purposes, though we may retain copies as required by law or for the continued provision of Services to other users.
• You represent and warrant that you own or have the necessary rights to grant the licences set out in this clause, and that Your Content does not infringe any third party's intellectual property or other rights.
• We may remove Your Content at any time if we reasonably believe it violates these Terms or applicable laws.

9. Confidential Information and Personal Information

• While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
• However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
• We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the App, and applicable privacy laws.
• You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
• We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
• Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
• This clause 9 will survive the termination or expiry of these Terms

10. Consumer Law Rights

• In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
• Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
• If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
• This clause 10 will survive the termination or expiry of these Terms.

11. Liability

• To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

1. the actions of other users of the App;
2. the Safety Features of the App;
3. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
4. any use of the Services by a person or entity other than you.

• Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

1. neither we or you are liable for any Consequential Loss;
2. a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
3. (where the Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
4. our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability, or if you have not paid for the Service, to AU$1,000.

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

12. Notice Regarding Apple

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

13. Suspension and Termination

Suspension

• We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Termination

• We may terminate these Terms (meaning you will lose access to the Services, and any recurring Services will be cancelled) if:

1. you fail to pay your fees when they are due;
2. you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
3. you breach these Terms and that breach cannot be remedied;
4. we receive complaints about your behaviour or inappropriate conduct from other users;
5. we decide to discontinue the Services, in which case we will provide you with at least 90 days’ written notice, and if you have paid upfront for ongoing access to any of the Services (excluding one-time purchases) we will issue you a pro rata refund for such Services; or
6. you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

• You may terminate these Terms if:

1. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
2. we breach these Terms and that breach cannot be remedied, and if you have paid fees for recurring Services upfront, you will be issued a pro-rata refund of any unused part of those fees based on the portion of the then current Services period remaining.

• You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 14.8), and if you have purchased any recurring services, termination will take effect at the end of your current Services period.
• Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
• Termination of these Terms will not affect any other rights or liabilities that we or you may have.
• This clause 13 will survive the termination or expiry of these Terms.

14. General

• Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party or transfer any debt owed by you to us to a debt collector or other third party.
• Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

• Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
• Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.
• Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
• Marketing: You agree that we may send you electronic communications about our products and services. You may opt out at any time by using the unsubscribe function in our electronic communications.
• Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
• Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
• Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

15. Definitions

• In these Terms:

1. AI Systems means any machine-based system that can, for given sets of objectives, generate outputs such as predictions,recommendations, decisions, or content that can influence the environment it interacts with, and includes generative AItools, large language models, chatbots, and AI-assisted productivity tools.
2. Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use, and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise.
   
   However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute “Consequential Loss”.
3. "Cruise" means the commercial cruise that you will be onboarding, whether future or current.
4. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding, or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
5. Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
6. Services means the services we provide to you, as detailed at the beginning of these Terms.
7. Tips have the meaning given to it in clause 2.10.