End User Licence Agreement
hese are the terms and conditions (“Terms”) provided by WIRL Co Pty Ltd (ABN 63 654 446 045) (we, us or WIRL) which govern the permitted use of and access to the ‘WIRL’ branded application and any and all related documentation (“Application”) by you as licensee (“Licensee”, “you” or “your”). Please read these Terms carefully and if you choose to accept use and access to the Application on the basis of these Terms, you can select the option to “accept” and register for use of the Application. If you do not accept these Terms, you should not register for use of the Application. References to these Terms include all terms and conditions set out in this document and include any amendments made to these Terms from time to time. If the amendments are material changes which affect your rights or obligations, you will be notified of the material changes via the Application, email or other reasonable means. Your continued use of the Application, including after being notified of any material changes to these Terms, will be confirmation of your acceptance of amendments to these Terms.
By using or accessing any part of the Application, you acknowledge that you have read, understood and agree to be bound by these Terms.
- Grant of License
1 Subject to these Terms, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license solely for the purpose of:
(a) accessing, downloading and installing the Application (as modified or updated from time to time) for the purposes of receiving the nutrition services provided by WIRL through the Application (“Services”); and
(b) at all times, lawful use of the Application, (“Purpose”).
1.2 You warrant to the Company that you will only use the Application for the Purpose and in accordance with these Terms.
1.4 We reserve the right to add, remove or update features or functions of the Application without notice to you. When we make any such changes to the Application, or when a new version is released by us, you may be required to update the Application on your device, or this may occur automatically. This may require your review and acceptance of our Terms, in the form current at that time, before you will be permitted to continue use of or access to the updated or new version of the Application. If you do not accept any updates or new versions released by the Application, you acknowledge that we may not continue to support previous versions of the Application and any previous version may cease to be available, used or accessed.
1 You are solely responsible for the information contained in your account created for the purpose of using and accessing the Application (“Registration”). You must maintain accurate, complete and current information for your Registration, including updating your information if you become aware of any error or if it changes.
2.2 Notwithstanding anything else contained in these Terms, you:
(a) are responsible for maintaining the login and password associated with the Registration;
(b) must keep your login and passwords secure and confidential at all times;
(c) are responsible for all acts and omissions carried out using the login and passwords; and
(d) are responsible for all equipment and communication infrastructure necessary to access the Application.
2.3 You will notify us immediately of any unauthorised use of your Registration or any breach of security, including any loss or theft. We may suspend or terminate your Registration if we become aware of or suspect there has been, or may be, unauthorised use of your Registration. We reserve our rights to pursue any legal remedy against you for any such unauthorised access or use. We are not responsible for any loss incurred in connection with any misuse of your Registration.
2.4 the Application Registration is only available to those individuals 18 years of age or older who have full capacity to enter binding contracts on their own behalf or on behalf of those individuals under 18 years of age for whom they have legal responsibility. You are not permitted to use the Application if you are not 18 years of age or older unless you have the consent of your parent or guardian.
2.5 You must not:
(a) reproduce or modify all or any part of the Application; (b) disassemble, decompile, modify or reverse engineer any part of the Application nor merge it with any other software; or (c) directly or indirectly permit any third party to do any of the above.
2.6 In accessing the Application, you must comply with all applicable user conduct policies or any other relevant policies relating to the Application notified by the Company to the Licensee from time to time by publication on the Application, email or other reasonable means. It is the Licensee’s responsibility to check the Application regularly to keep up to date with any such applicable policies.
1 You acknowledge and agree that:
(a) you must pay the Company the fee stated at the time of Registration (inclusive of any taxes as may be relevant from time to time) (“Subscription Fee”);
(b) you must pay the Subscription Fee in accordance with the billing frequency specified at the time of Registration (“Due Date”);
(c) your Subscription will automatically renew on the Due Date unless cancelled in accordance with this clause 3; and
(d) the Subscription Fee is subject to review by the Company and may be varied by notice in writing to you not less than thirty (30) days prior to the Due Date, and you agree that such notice may occur via email or by other reasonable means.
3.2 Your access to the Services is conditional on you paying the Subscription Fee (“Subscription”).
Processing and Payment
3.3 All prices are in Australian Dollars (AUD).
3.4 Payment of the Subscription Fee may be processed by us or by third parties on our behalf. Your payment details must be verified before your Subscription can be activated. If your initial payment authorisation is revoked, your Subscription will be terminated.
3.5 Payment of the Subscription Fee will be direct debited from your nominated financial institution or payment method. It is your responsibility to provide valid payment details and ensure that your payment details are up to date.
3.6 If a payment of the Subscription Fee is rejected, invalid or otherwise unsuccessful, your Subscription may be automatically cancelled.
3.7 All payments made are non-refundable unless otherwise stated in clause 3.10.
Cancellation of Subscription
3.8 You may cancel your Subscription by:
(a) providing written notice to the Company; or
(b) selecting the ‘unsubscribe’ option in the Account Settings in the Application or Website.
The Company’s contact details are set out in clause 17.
3.9 Any cancellation of the Subscription by you will take effect at the end of the period to which the Subscription Fee relates or the end of the month in the case of a three- or six-monthly subscription.
3.10 Notwithstanding clause 3.7, in the event that you cancel a three-month or six-monthly subscription, a pro rata refund may be available for the unused portion of your Subscription. All cases will be considered on a case by case basis. The Company does not warrant that a refund will be given in any circumstances.
3.11 Upon cancellation of the Subscription, you will no longer be permitted to have access to or the benefit of the Services.
3.12 You acknowledge and agree that the Company may terminate your access to the Services in accordance with these Terms at any time and you accept that where any such termination occurs, there is no refund available for the Subscription Fee.
- Support Services
The Company will provide the following limited support services:
(a) the following email address to request support: firstname.lastname@example.org.
- Intellectual Property Rights
1 For the purposes of these Terms, the term “Intellectual Property Rights” means all copyright, patents, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, database rights, rights to confidentiality and other intellectual and industrial property rights in all parts of the world.
5.2 The Licensee acknowledges that a third party who makes content available through the Application may have proprietary rights in such content they make available. The Licensee acknowledges that it obtains no Intellectual Property Rights whatsoever in the Application or any of the material or applications provided or made available on the Application by the Company or any party not being the Licensee, or in any associated documentation, including without limitation, all design, text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, code, content, protocols, software and documentation.
5.3 Any and all Intellectual Property Rights that subsist in the Application, including updates and upgrades, vest in the Company. Nothing in these Terms is to be construed as the Company granting, by implication, estoppel or otherwise, any license or right to you to use any of our Intellectual Property Rights other than as provided by these Terms without our express written consent.
- Use and Access . 6.1 Other than for your own backup purposes and otherwise in accordance with these Terms, you are not permitted to copy, use, distribute, transfer, assign or grant any rights to use or access the Application for the benefit of a third party and you must not rent, sell, lease or sub-license any rights in respect of the Application.
2 You warrant that you will not use any automatic or manual device or process (such as robots or spiders) to interfere with, or attempt to interfere with, the proper working and functionality of the Application.
6.3 You are responsible for all equipment, devices, internet connections and data plans through which you access or use the Application. Any network or roaming costs incurred by you through a service provider while accessing or using of the Application is solely your responsibility. The Company makes no representations that the Application can be accessed on all equipment or devices, or downloaded via all service providers on all service plans.
6.4 All content, including data, links, articles, graphics, audio, video or other materials made available or accessible through the Application by a Licensee (“User Content”), is the sole responsibility of the Licensee who published it through the Application. You must own or be licensed to use any User Content you display, post or make available through the Application.
6.5 You acknowledge and agree that by using the Application, you may be exposed to User Content that may offend, be indecent or objectionable, or which expresses an opinion or views which you may disagree with. You agree to accept all risks associated with the use of or reliance on any User Content, including as to its completeness, accuracy, errors or omissions, and in no circumstances will the Company be liable to any degree for the User Content or your reliance on it, or for loss or damage of any kind incurred as a result of the transmission or posting of such User Content anywhere.
6.6 We do not screen or monitor all User Content, but you consent to such monitoring which is available to the Company from the time you post, display, upload, transmit, publish or communicate User Content on the Application.
6.7 The Company reserves the right to remove any User Content which it reasonably believes may infringe the copyright of others, or for any other reason deemed appropriate by the Company (including, without limitation, User Content deemed to be harassing, vulgar, harmful to minors, advocates hate crimes or violence, spam, or malware or corrupted data). If you are concerned with any User Content appearing in the Application, you can report your concerns to the Company via the Application or using the contact details provided at the end of these Terms.
6.8 If we are required to do so by law, we may disclose User Content to a third party, which may include:
(a) where we are required to respond to a claim asserted against us in a legal proceeding, or we are subpoenaed to make such disclosure;
(b) where we are required to assist an investigation by relevant authorities;
(c) to report a crime or suspected criminal activity;
(d) if required in connection with a breach of these Terms.
6.9 We do not guarantee that access to the Application will be uninterrupted or that it is free from malware or other malicious software that may damage the device or any data on such a device, or that the Application is completely secure. You are solely responsible for ensuring your device or equipment is secure against any risk of unauthorised access, interception of information, corruption of data, damage or misuse or any other security risks. The Company will not be liable for any unauthorised access to your device or misuse of your Registration.
- Links from the Application
1 The Licensee is not permitted to link to or from the Application without the Company’s express written permission.
- Access to the Services
Subject to these Terms, the Company shall attempt to provide the Licensee with access to and use of the Services for twenty-four (24) hours per day, seven (7) days per week. The Licensee agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation:
(a) equipment malfunctions;
(b) periodic maintenance procedures, repairs, updates or upgrades that the Company may undertake from time to time; or
(c) causes beyond the control of the Company or that are not reasonably foreseeable by the Company, including, without limitation, interruption or failure of telecommunication or digital transmissions, hostile network attacks, network congestion or other failures.
You acknowledge and agree that the Company has no control of availability of the Application on a continuous or uninterrupted basis.
- Services and cancellation
1 The Licensee may cancel their subscription to the Services by providing written notice to the Company.
9.2 This notice may be in the form of an email to email@example.com
1 The Licensee acknowledges that the Application has not been designed to meet the individual requirements of the Licensee and is provided on an “as-is” basis.
10.2 A failure of any part or the whole of the Application to suit the Licensee’s requirements will not give rise to any right or claim by the Licensee against the Company.
The Licensee will fully indemnify the Company in respect of all loss, damage, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, claims, demands and proceedings howsoever arising, whether at common law (including negligence) or under statute, in connection with any of the following:
(a) any breach of these Terms by the Licensee;
(b) the Licensee’s use of the Application; or
(c) claims made by third parties against the Company arising from the Licensee’s actual or implied authorisation to access or use the Application, however those claims arise.
1 UNLESS THESE TERMS EXPRESSLY PROVIDE OTHERWISE:
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL EXPRESS AND IMPLIED CONDITIONS, WARRANTIES OR LIABILITIES (INCLUDING LIABILITY AS TO NEGLIGENCE) REGARDING THE CONDITION, ACCURACY, SUITABILITY, QUALITY OR TITLE TO THE APPLICATION (INCLUDING ANY APPLICATIONS THAT MAY BE ACCESSIBLE AND ANY DATA CONTAINED, SUPPLIED, GENERATED OR PRODUCED BY OR WITH THE AID OF IT) ARE NEGATED AND EXCLUDED; AND
(b) THE COMPANY GIVES NO CONDITION, WARRANTY, UNDERTAKING OR REPRESENTATION IN RELATION TO THE CONDITION, ACCURACY, SUITABILITY, QUALITY OF OR TITLE TO THE APPLICATION
(INCLUDING ANY APPLICATIONS THAT MAY BE ACCESSIBLE AND ANY DATA CONTAINED, SUPPLIED GENERATED OR PRODUCED BY OR WITH THE AID OF IT).
12.2 THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFIT OR REVENUE, EXEMPLARY DAMAGES, LOSS OF GOODWILL, DELETION OR CORRUPTION OF ELECTRONICALLY OR DIGITALLY STORED INFORMATION, OR WITHOUT LIMITING THE FOREGOING, ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER DESCRIBED OR CLAIMED EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
12.3 SUBJECT TO THE ABOVE PROVISIONS OF THIS CLAUSE 12, THE COMPANY’S LIABILITY TO THE LICENSEE FOR ALL PROVEN LOSS IS LIMITED, IN AGGREGATE TO THE AMOUNTS PAID UNDER THESE TERMS BY THE LICENSEE TO THE COMPANY IN THE 3 MONTHS PRIOR TO THE DATE THE CLAIM ARISES OR $100, WHICHEVER IS LESSER.
- Competition and Consumer Act 2010 (Cth) . Nothing in these Terms excludes, restricts or modifies any condition, warranty, right or remedy which is conferred on the Licensee by the Competition and Consumer Act 2010 (Cth) or any other consumer protection legislation that cannot be excluded by mutual agreement (“Act”). Where the Company breaches a condition or warranty which has been implied by an Act, its liability for breach will be limited to (where permissible by the Act):
(a) in the case of the supply of goods, at the Company’s option:
(i) replacement of the goods;
(ii) supply of equivalent goods;
(iii) repair of the goods; or
(iv) payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; and
(b) in the case of the provision of services, at the Company’s option:
(i) the supplying of the services again; or
(ii) payment of the cost of having the services supplied again.
- Disclaimers – Medical
1 The Services include information and instructions relating to nutrition services, and some of the products and services available through the Services relate to such topics. You acknowledge and agree that the disclaimers in this clause 14 apply to all such information, instructions, products and services.
14.2 Before participating in any changes to nutrition products or services that may be described and/or made accessible in or through the Services, We strongly recommend that you consult with a medical practitioner or other healthcare provider.
14.3 The Company and the Services are not substitutes for medical advice from your doctor or healthcare provider. We make no warranties or representations, express or implied, as to the completeness, accuracy, or appropriateness for any purpose of any information, content, product or service contained in the Services.
14.4 Health advice is often subject to updating and refining due to medical research and developments. We are committed to bringing you the most up to date information, however We give no guarantee or assurance whatsoever that the information or content that are part of the Services is the most recent on any particular subject.
14.5 You should never disregard medical advice or delay seeking it because of a statement you have read or heard on by the Company and/or in any Services. The Company and the Services should not be used in lieu of advice given by qualified medical professionals, such as your doctor or psychologist. It is important that the Services are used only in conjunction with qualified medical guidance. You are encouraged to consult with your health care provider with any questions or concerns you may have regarding any health condition before starting making changes to your diet in order to determine whether the Services are appropriate for you.
14.6 We take reasonable precautions to ensure that the Services are safe. However, you acknowledge and agree that, when participating in any nutrition program, there is the possibility of physical injury and death. Given the disclosures and disclaimers by us, you assume the risk and responsibility for any such results or outcomes.
14.7 If you know or suspect that you may be pregnant, have an eating disorder, have diabetes or have any other physical or medical condition, it is imperative that you seek the advice of a medical practitioner before using any information, goods, services, nutrition service or program available, advertised or sold on or through the Services. If you experience any discomfort, pain or other unexpected side effect during a nutrition intervention you must immediately cease the activity and seek the assistance of a physician.
- Termination by Company
1 If the Licensee commits a breach of these Terms, the Company may at its discretion:
(a) require the Licensee to remedy the breach within seven (7) days of providing the Licensee with notice to rectify the breach; or
(b) terminate these Terms without further notice and prevent the Licensee’s access to and use of the Application.
15.2 Without limitation, the Company may refuse to permit Registration or re-Registration of any person or entity for any reason. The Company may discontinue or suspend your access to the Application at any time, in its sole discretion. The Company may terminate the continuation of the Application, or terminate your license to use or access the Application, at any time and for any reason. You agree that the Company is not liable to you or any third party for such prevention, termination or suspension of your use or access to the Application.
15.3 If the Company commits a breach of these Terms and fails to remedy that breach within 14 days of being requested to do so, and such failure prevents the functioning of the Application for the Purpose, you may immediately terminate these Terms by notice in writing to the Company.
15.4 Upon termination of your Registration or these Terms, you may be limited to read-only access to the Application or will be prevented from accessing the Application.
15.5 Any termination of these Terms is without prejudice to any other rights and remedies that the Company may have in respect of a breach.
15.6 Any provision of these Terms which is capable of taking effect after termination of the agreement between the Company and the Licensee continues in full force and effect and will survive the expiry or termination of these Terms.
16.2 These Terms constitute the entire agreement between the parties relating to the subject matter of this agreement and supersede all prior communications and agreements between the parties as to its subject matter, and each party agrees that unless expressly stated in these Terms, that party has not relied on any representation, warranty or undertaking of any kind in relation to the subject matter of these Terms.
16.3 We may use information for research, quality control and development purposes, such information will be in a strictly de-identified manner.
16.4 If any provision of these Terms or any part of it is unenforceable or void for any reason, then:
(a) where such provision can be read down as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and
(b) in any other case, such provision must be severed from these Terms in which event the remaining provisions will continue in full force and effect as if the severed provision had not been included.
16.5 The Licensee must not, without prior written consent of the Company assign, lease, charge, sub-license, or otherwise transfer any of its rights or obligations under these Terms in whole or in part.
16.6 Any delay or forbearance by either party in enforcing any provisions of these Terms or any of its rights hereunder will not be construed as a waiver of such provision or right to subsequently enforce the same.
16.7 Clause headings have been included in these Terms for convenience only and must not be considered part of, or be used in interpreting, these Terms.
16.8 These Terms are governed by the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the Courts of Victoria, Australia and the Commonwealth of Australia.
- Contact Details: