INTVL Platform Terms and Conditions

Disclosures

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

• - we will handle your personal information in accordance with our privacy policy, available on our website;
• - subject to your Consumer Law Rights:
• - (where our Platform 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 Platform again or paying the cost of having the Platform supplied again;
• - our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Platform to which the Liability relates, or if you do not have a Subscription, to AU$1,000;
• - we will not be liable for Consequential Loss or delays or failures in performance caused or contributed to by an event or circumstance beyond our reasonable control;
• - your Subscription is for the Subscription Period and cannot be cancelled early, except where these Terms are terminated;
• - we may amend these Terms at any time, by providing written notice to you, and by clicking “I accept” or continuing to use our Platform 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 may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription and have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining;
• -Marketing and Communications Data including your preferences in receiving marketing from us and our third parties and your communication preferences.
• -Professional data including where you are a worker of ours or applying for a role with us, your professional history such as your previous positions and professional experience.

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

1. Introduction

1.1 These terms and conditions (Terms) are entered into between INTVL Pty Ltd (ACN 672 636 243) (we, us or our) and you, together the Parties and each a Party.

1.2 We provide a cloud-based, software as a service platform where you can track and improve your running and connect with other runners in the community. (Platform).

1.3 You must be at least 16 years old to use our Platform.

2. Acceptance and Platform Licence

2.1 By clicking on “I accept” (or similar button or checkbox) or by using or accessing the Platform, you accept these Terms.

2.2 We may amend these Terms at any time, by providing written notice to you. By accepting or continuing to use the Platform 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 may cease accessing the Platform.

2.3 If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service.

2.4 If you access or download our mobile application from the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

2.5 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

2.6 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

• - (a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
• - (b) using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;
• - (c) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
• - (d) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
• - (e) facilitating or assisting a third party to do any of the above acts.

3. Access to the Platform

3.1 You must sign up for an account in order to access and use our Platform (Account).

3.2 You may register for an Account using your Apple or Google account (Single Sign-On Account). If you sign in to your Account using a Single Sign-On Account, you authorise us to access information from your Single Sign-On Account including your name and contact information.

3.3 While you have an Account with us, you agree to:

• - (a) keep your information up-to-date (and ensure it remains true, accurate and complete); and
• - (b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen.

3.4 To create an Account, you must provide your first name, last name and email. Once you have created an Account, we will request further information from you to further customise your profile. This information includes how often you run, how far you can run, and what your main goal is through using the Platform.

3.5 We may suspend your access to our Platform where we reasonably believe there has been any unauthorised access to or use of our Platform (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Platform, 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 your Account and your access to our Platform will end.

4. Subscriptions

4.1 Once you have created your Account, you must choose a Subscription to have unrestricted access of the Platform.

4.2 The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s features and limitations, Subscription Fees and Subscription Periods

4.3 During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).

4.4 Your Subscription can be upgraded or downgraded at any time through your Account. Any changes to your Subscription will take effect from the beginning of the next Billing Cycle.

4.5 You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).

4.6 You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.

4.7 Cancellation: Your Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed for recurring monthly periods (each of which will be considered a Subscription Period). If you wish to cancel your Subscription, you may do so through your Account. Your cancellation will take effect at the end of your current Subscription Period, and your Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends).

4.8 Late payments: If any Subscription Fees are not paid on time, we may suspend your access our Platform.

4.9 Trial periods: When you first sign up for an Account, we may offer you the option to try a Subscription out for free, for the period of time set out in our offer. At the end of this free trial, you will lose access to our Platform unless you purchase a Subscription before that time.

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

5. Our Intellectual Property

5.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us or our licensors.

5.2 We authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party.

5.3 You must not, without our prior written consent:

• - (a) copy, in whole or in part, any of Our Intellectual Property;
• - (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
• - (c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

6. Warranties

6.1 You represent, warrant and agree that:

• - (a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
• - (b) there are no legal restrictions preventing you from entering into these Terms;
• - (c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
• - (d) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

7. Liability

7.1 Despite anything to the contrary, without limiting any rights you may have as a consumer under the Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law):

• - (a) neither Party will be liable for Consequential Loss;
• - (b) each 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 acts or omissions of the other Party or any of that Party’s personnel, including any failure by that Party to mitigate its losses;
• - (c) (where our Platform is 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 Platform again or paying the cost of having the Platform supplied again; and
• - (d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Platform to which the Liability relates, or if you do not have a Subscription, to AU$1,000.

8. Access

8.1 We may terminate these Terms (meaning you will lose access to our Platform, including access to your Account, and any Subscription will be cancelled) if:

• - (a) you fail to pay your Subscription Fees when they are due;
• - (b) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• - (c) you breach these Terms and that breach cannot be remedied; or
• - (d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

8.2 You may terminate these Terms if:

• - (a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• - (b) we breach these Terms and that breach cannot be remedied, and
• - (c) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

8.3 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 a Subscription, termination will take effect at the end of your current Subscription Period.

9. Consumer Law Rights

9.1 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. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Platform, or paying the cost of having our Platform resupplied.

9.2 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)).

10. Notice Regarding Apple

10.1 To the extent that you are using or accessing our Platform on an iOS device, 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 Platform and any content available on the Platform.

10.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

10.3 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.

10.4 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.

10.5 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.

10.6 You agree to comply with any applicable third-party terms when using our mobile application.

10.7 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.

10.8 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.

11. General

11.1 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

11.2 Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

11.3 Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.

11.4 Governing law: This Agreement is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

11.5 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you sign up to the Platform. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

11.6 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

12. Definitions

12.1 Consequential Loss includes any consequential loss, 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.

12.2 Intellectual Property Rights means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets (including the right to keep confidential information confidential), circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

12.3 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 a party to these Terms or otherwise.

12.4 Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.

12.5 Subscription Fees means the fees you pay to us to access your chosen Subscription.

12.4 Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).

For any questions or notices, please contact us at:

INTVL Pty Ltd (ACN 672 636 243)

Email: admin@intvl.com.au