UNITED HEALTH EDUCATION USER TERMS & CONDITIONS

Effective date: May 10, 2023

 

 

  • INTRODUCTION

      1. United Health Education and the Services made available through the website are owned and operated by United Health Education Pty Ltd (ACN 810472560) (United Health Education, our, us or we).

      2. By downloading, using, browsing or accessing the United Health Education and the Services, you acknowledge that you have read, understood and accept these United Health Education User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not access and use the United Health Education and the Services.

      3. In this agreement, you and your means the individual who accesses or uses the United Health Education and the Services, and whose details are listed in the User Access Portal (and includes anyone acting on your behalf or with your express or implied authority).

 

  • UNITED HEALTH EDUCATION 

      1. United Health Education is an allied health service that promotes well-being, exercise and fitness by providing you with access to: (a) a library of workout programs; (b) exercise and fitness instruction and educational videos and courses; (c) a workout program development tool; and (d) an exclusive Facebook group for users of the United Health Education (collectively, the Services). If you suffer from a serious or chronic injury, illness or health condition, then the United Health Education and the Services may not be appropriate for your needs or safe for you to use, and therefore we recommend that you check with your medical practitioner first before accessing and using the United Health Education and the Services.

      2. Although United Health Education provides you with to access to a library of workout or fitness programs, a workout program development tool and educational courses and videos through the United Health Education and Services, United Health Education are not providing immediate medical or healthcare advice or medical services of any kind. United Health Education provides online resources and tools for users who wish to improve, monitor and track their fitness and general wellbeing. Our role in providing you with access and use of the United Health Education and the Services should be construed strictly in this context only.

      3. By downloading, accessing and using the United Health Education subscription, we grant you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the United Health Education and the Services for the Subscription Term. 

      4. You must only use the United Health Education and Services for personal and non-commercial purposes. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

 

  • SUBSCRIPTION TERM

This agreement will commence on the date you download and access the United Health Education (Commencement Date) and shall continue until terminated in accordance with clause 15 (Subscription Term).

 

  • REGISTRATION AND ACCESS 

      1. To access and use the United Health Education and the Services, you must create and setup an account on the United Health Education (User Profile). Your User Profile will be operated by a username (User Name) and password (Password). You can change your User Name Password at any time by you accessing the User Access Portal. 

      2. To setup a User Profile on the United Health Education, you:

        1. will be required to provide, and keep us up-to-date with, accurate registration information and Personal Information (including full name, email address, gender and date of birth). All Personal Information as well as the information you provide to setup your User Profile is subject to our Privacy Policy; and

        2. must be over 18 years of age, and legally able to enter into contractual relations. If you are under the age of 18 years, you may only access and use the United Health Education and Services if you have your parents’/guardians’ permission to access and use the United Health Education and Services. Your continued use of the User Profile constitutes an acknowledgement by you that you are: (i) over 18 years of age; or (ii) under 18 years of age, but have your parents’/guardians’ permission to access and use the United Health Education and Services and that your parents/ guardians have agreed to abide by this agreement. 

      3. You are responsible for:

        1. maintaining control over, and the confidentiality of, your User Profile, User Name and Password;

        2. keeping your User Profile registration information current, complete, accurate, and truthful. You must not impersonate another account holder or provide false identity information to gain access to or use the United Health Education or the Services;

        3. notifying us in writing of any unauthorised access to, or use of, your User Profile, User Name or Password; and

        4. for all activities or transactions that occur using your User Profile. We are not liable for any loss or damage arising out of, or in connection with, any unauthorised access or use of, your User Profile, User Name and Password.

      4. At any time, you may edit, update, de-activate or change your User Profile.

 

  • YOUR OBLIGATION 

      1. When accessing and using the United Health Education Services, you must at all times:

        1. obtain and maintain all hardware, software and communications equipment necessary to download, access, and use, the United Health Education Services; 

        2. comply with all Relevant Laws with respect to your obligations under this agreement; and

        3. comply with all of our directions, policies and guidelines advised in writing to you or as displayed on the United Health Education from to time to time.

      2. United Health Education will not be liable to you or anyone else if, for any reason, the United Health Education Services is unavailable at any time or for any period. From time to time, United Health Education may suspend or restrict access to all, or some parts of the United Health Education Services. You are responsible for making all arrangements necessary for you to download, access and use the United Health Education Services. 

      3. You must not:

        1. introduce, access, store, distribute or transmit any viruses, worm, trojan or other malicious code into the United Health Education;

        2. violate any United Health Education IP or any third party service provider’s Intellectual Property Rights;

        3. copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute all or any portion of the United Health Education, or any other third party software that you may access or use through the United Health Education, in any way; 

        4. access all or any part of the United Health Education and/or the Services in order to build a product, service or code which competes or reproduces the United Health Education and/or the Services (in full or part); 

        5. modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the United Health Education in any way, or otherwise learn the source code or algorithms underlying the United Health Education; 

        6. license, sell, rent, lease, sub-let, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, encumber or otherwise make the United Health Education and the Services available to any third party; and

        7. use the United Health Education or the Services for any unlawful purpose or other purpose not authorised by United Health Education in writing.

 

  • USER CONTENT

      1. When you create your User Profile and access the United Health Education and/or the Services, you will be required to provide User Content to United Health Education. You will retain ownership of your User Content and you will have sole responsibility for the legality, reliability, integrity, accuracy and quality of your User Content. To the maximum extent permitted by Relevant Laws, we do not warrant that any User Content displayed on the United Health Education by you or your Personnel (or any Content or Third Party Products or Services displayed or published on the United Health Education by a third party service provider) is accurate, complete, reliable, current or error-free, nor do we make any warranty about the standard or quality of any Content, User Content or Third Party Products or Services displayed on, or via,  the United Health Education.  You (and not United Health Education) are solely responsible for the completeness, accuracy, reliability, legality and quality of any User Content published by you (or your Personnel) on, or via, the United Health Education. 

      2. You grant United Health Education a worldwide, non-recoverable, non-exclusive, royalty-free and perpetual licence to use, disclose, share, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy, the User Content (and all Intellectual Property Rights contained therein) for any purpose, including for the purpose of:

        1. enabling United Health Education to provide and otherwise perform its obligations and exercising its rights under this agreement; 

        2. informing the user of other products or services that United Health Education may offer from time to time or in relation to Third Party Products and Services; 

        3. complying with a legal requirement, such as a law, regulation, court order, subpoena, warrant, legal proceedings or in response to a law enforcement agency request;

        4. using usage patterns, trends, and other statistical or behavioural data derived from use of the United Health Education and/or the Services for the purposes of providing, operating, maintaining, or improving the Services, the United Health Education, or our other products and services; and

        5. sharing User Content with an Affiliate or other third party (with whom United Health Education may contract or be affiliated with from time to time) for the purposes of performing or improving the United Health Education and/or the Services.

      3. United Health Education shall use reasonable endeavours to follow its archiving procedures for User Content in accordance with its standard back-up policy from time to time. In the event of any Loss of User Content, your sole and exclusive remedy shall be for United Health Education to use reasonable endeavours to restore the User Content, that is lost or damaged, from the latest back-up of User Content, maintained by United Health Education.

      4. United Health Education shall not be responsible for any Loss, destruction, alteration, corruption or disclosure of User Content caused by your (or your Personnel’s) acts or omissions or the acts of omissions of other users of the United Health Education or any third party.

      5. You agree to make your own enquiries to verify information displayed on, or via, the United Health Education (including Third Party Products and Services) and to assess the suitability of any information or Content before relying upon such information or Content. If you choose to rely upon any information or Content displayed or published on, or via, the United Health Education and/or the Services (including User Content and Third Party Products and Services) you do so at your own risk. We make no representations or warranties that use of the Content, User Content and Third Party Products and Services will not infringe any third party’s Intellectual Property Rights.

 

  • SUBSCRIPTION FEE, PURCHASE PRICE AND PAYMENT

    1. We do not charge you a fee to download, access and use the basic features and functions of the United Health Education and Services (Demo Version). However, if you wish to access:

      1. the advanced or premium features and functions of the United Health Education and Services, you must pay the Subscription Fees to us for the Subscription Term (payable on a monthly or annual basis in advance in accordance with the Direct Debt Authority); and/or 

      2. bespoke workout or fitness programs developed by United Health Education for you or general workout training courses or videos, you must pay the Purchase Price as displayed or listed on the United Health Education. 

  1. All Subscription Fees and the Purchase Price are in Australian Dollars and are inclusive of any goods and services taxes. To the maximum extent permitted by Relevant Laws and except as otherwise contemplated in this agreement, the Subscription Fees, the Purchase Price and all other amounts owing to United Health Education under this agreement are non-refundable.

  2. When setting up your User Profile, you will be offered payment options to pay the Subscription Fees and/or Purchase Price if you wish to access the advanced or premium features and functions of the United Health Education and Services. United Health Education may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the United Health Education and Services at any time. 

  3. Payment of the Subscription Fees are made by means of direct debit in accordance with the Direct Debt Authority in clause 8. By making payment of the Subscription Fees, Purchase Price or any other amount owing to United Health Education under the agreement, you will provide United Health Education’s Third Party Payment Processor with accurate and complete billing information, and you authorise Training Space and/or its Third Party Payment Processor to access your billing information (including Personal Information) for the purpose of processing your payment.

  4. United Health Education may increase the Subscription Fees and/or Purchase Price for the provision of the United Health Education or charge additional fees to access new functions or features of the United Health Education (including specific workout, fitness and nutritional plans and programs) at any time upon 14 days’ written notice to you. The fee increases will come into effect in the next billing cycle. If you do not agree to these fee increases, you may at any time de-activate your User Profile or otherwise delete the United Health Education. If you continue to use the United Health Education and Services after the fee increase has come into effect, you are assumed to have agreed to the fee increase. 

 

  • DIRECT DEBIT AUTHORITY

  1. By accepting this agreement, you authorise us to arrange for the Subscription Fees or any other amount owing to United Health Education under this agreement to be debited from your credit card or bank account (as applicable) as and when such fees are due and payable under this agreement (Direct Debt Authority). 

  2. You may cancel, defer or change your Direct Debit Authority by accessing the ‘Subscription’ function in the Apple Store before the day on which your next debit is due. If you cancel or defer Direct Debit Authority, United Health Education may not be able to provide you with access to, and use of, the advanced or premium features and functions of the United Health Education and Services (and you will revert back to using the Demo Version of the United Health Education and some of your personalised workouts programs and tracking data will be permanently deleted), unless you provide United Health Education with new Direct Debit Authority. 

  3. It is your responsibility to ensure that there are sufficient funds available on your credit card or bank account (as applicable) to allow each debit to be made in accordance with the Direct Debit Authority. If there are insufficient funds: 

  1. the transaction will be rejected and the payment will be treated as if it were never made;

  2. your financial institution may charge you a fee and/or interest; 

  3. United Health Education may charge you a dishonour fee at our prevailing rate at the time; and

  4. you must arrange for the debit to be made by another method or arrange for sufficient funds to be available by an agreed time so that United Health Education can process the debit. 

  1. It is your responsibility to check your credit card or bank account statement (as applicable) to verify that the amounts debited from your credit card or bank account are correct.

  2. If you believe that an error has been made in debiting your credit card or bank account (as applicable), you should update your credit card or bank account details by accessing the ‘Subscription’ function in the Apple as soon as possible. 

  3. If you cancel the Direct Debit Authority, your right to access and use the United Health Education and Services will cease at the end of the current billing cycle (excluding the Demo Version). If you wish to re-activate your subscription, you will need to pay the Subscription Fees prevailing at the time you re-active your User Profile.

 

  • INTELLECTUAL PROPERTY 

      1. You acknowledge that United Health Education, or its licensors, are the owners of the United Health Education (and any Intellectual Property Rights contained therein) including any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the United Health Education and the Services (including any modifications, enhancements of the foregoing) (collectively, United Health Education IP)). Accessing and using the United Health Education and the Services does not give you (or anyone else) ownership of, or any right, title or interest in United Health Education IP. 

      2. Ownership of any User Content will vest in the creator of that User Content, but excluding United Health Education IP. 

 

  • OUR OBLIGATIONS 

      1. Subject to your compliance with the terms of this agreement, during the Subscription Term, United Health Education shall use reasonable endeavours to provide you with access to and use of the United Health Education and the Services.

      2. The undertaking in clause 10.1 shall not apply in the event of: 

        1. any non-conformance which is caused, or contributed, by use of the Services and the United Health Education contrary to our instructions or the terms of this agreement; 

        2. modification or alteration of the Services and the United Health Education by any party other than United Health Education or its duly authorised Personnel;

        3. the unsuitability or malfunction of the computer hardware or computer software used by you in conjunction with which the United Health Education and the Services are used;

        4. Force Majeure Events; and

        5. the unsuitability or malfunction of the Services when used in conjunction with any software, apps, applications and tools supplied by a third party provider.

      3. In the event that United Health Education fail to provide you with access and use of the United Health Education and the Services in accordance with clause 10.1, United Health Education shall use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 10.1.

 

  • THIRD PARTY PRODUCTS AND SERVICES

      1. You acknowledge that the United Health Education and Services may require you to use or access Third Party Products and Services and that you do so solely at its own risk. 

      2. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services, or any transactions completed, and any contract entered into by you, with the owner, licensor or operator of such Third Party Products and Services. 

      3. United Health Education recommends that you refer to the third party’s terms and conditions and privacy policy prior to using the relevant Third Party Products and Services.

      4. United Health Education does not endorse, sponsor or approve any Third Party Products and Services used in conjunction with the United Health Education and Services. It your sole responsibility to determine that specific products or services, meet your business and are suitable for the purposes for which they are used.

      5. Any rights you may have to access Third Party Products and Services shall be limited to:

        1. the extent of United Health Education’s ability to pass on such rights to you; or 

        2. the relevant third party licensor terms. 

 

  • NO WARRANTIES 

      1. You acknowledge that United Health Education are not medical practitioners and we are not providing medical services of any kind to you. While User Content created or generated by you and Content (including Third Party Products and Services made available to you by third party providers) through the United Health Education are designed to provide you with workout programs and general wellbeing advice to achieve your fitness and wellbeing goals, it is not a substitute for professional medical advice, health services or healthcare treatments. If you suffer from any serious or chronic injury or health condition, we encourage you to seek advice from a medical professional before using the United Health Education and Services. Reliance on, and use of, the Content, User Content and Third Party Products and Services is at your own risk.

      2. You understand and acknowledge that undertaking or participating in fitness exercises and training programs involve risk and as a consequence you may suffer personal injury or death and by accessing and using the United Health Education and Services (alone or in conjunction with any Third Party Products and Services) you voluntarily and knowingly assume such risks. When using the United Health Education and Services, you should carefully follow any safety instructions or user guidelines within the United Health Education. 

      3. To the maximum extent permitted by Relevant Laws, United Health Education exclude all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the United Health Education and the Services.

      4. Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other international, national, State or Territory legislation where to do so is unlawful. 

      5. You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, United Health Education make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency, validity or security of the United Health Education and the Services (or any Content, User Content and Third Party Products and Services generated or made available through the United Health Education and Services) and United Health Education will not be liable if the United Health Education or the Services, or becomes unavailable for any reason, including directly, or indirectly as a result of:

        1. telecommunications unavailability, interruption, delay, bottleneck, failure or fault;

        2. negligent, malicious, willful acts or omissions of third parties (including third party service providers) or other users;

        3. maintenance or repairs carried out by United Health Education or any third party service provider in respect of any of the systems used in connection with the provision of the Services or the United Health Education; 

        4. services provided by third parties (including internet service providers) ceasing or becoming unavailable; or

        5. a Force Majeure Event.

      6. You acknowledge that, to the maximum extent permitted by Relevant Laws, United Health Education do not make any warranty or representation that:

        1. your access to, and use of, the United Health Education and the Services will be uninterrupted, virus-free or error-free; and/or

        2. the United Health Education and the Services (or any Content, User Content and/or Third Party Products and Services), will be accurate, complete, reliable, current or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis.

      7. You acknowledge that your access to, and use of, the United Health Education and Services (including Content, Third Party Products and Services) may be interrupted or unavailable during scheduled or unscheduled maintenance.

 

  • LIMITATION OF LIABILITY 

    1. To the maximum extent permitted by Relevant Laws, United Health Education will not be liable to you or any third party for:

      1. any Claims or Losses (including Consequential Loss); or

      2. loss of, or damage to, any property or any personal injury, illness or death to you, any third person,

arising out of, relating or connected to, the provision or use of the United Health Education and Services (including Content, User Content and/or Third Party Products and Services generated or made available through the United Health Education or the Services) and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring. 

  1. All risk in using the United Health Education and the Services passes to you upon creating a User Profile, or otherwise using the United Health Education and the Services (whichever is earlier). United Health Education assume no responsibility and United Health Education have no liability to you or anyone else for any use of, or reliance on, any Content, User Content and/or Third Party Products and Services obtained or generated from your access to, and use of, the United Health Education and the Services. 

  2. To the maximum extent permitted by Relevant Laws, under no circumstances will United Health Education’s aggregate liability to you or anyone else, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the amount you paid to United Health Education under this agreement in the 1 month immediately preceding the date on which the Claim giving rise to such liability arose.

  3. You agree to defend, indemnify and hold United Health Education, its Affiliates and its Personnel (collectively, the Indemnified) harmless from and against any and all Claims or Losses, that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of:

    1. your (or your Personnel’s) access to, and use of, or reliance on the United Health Education or the Services (including the User Content and Third Party Products and Services);

    2. any breach of our or any third party’s Intellectual Property Rights or other rights caused by you; or

    3. any breach by you of this agreement.

 

  • PRIVACY 

All Personal Information you provide to open a User Profile and any User Content you upload, generate, share, or publish on, or via, the United Health Education, is subject to United Health Education’s Privacy Policy, which is incorporated into this agreement. United Health Education will not share, sell or disclose your User Content to any third party. You warrant that, in relation to any Personal Information comprising User Content or any other information disclosed to United Health Education on, or via, the United Health Education:

  1. it has been collected in accordance with Privacy Laws; 

  2. you have the authority to upload, post, publish or otherwise transmit such information on, or via, the United Health Education; and

  3. you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for United Health Education to use, disclose, store, transfer, process or handle it. 

 

  • TERMINATION  

      1. During the Subscription Term you may terminate this agreement at any time by selecting the ‘cancel subscription’ function in your User Profile and then deleting your User Profile or by deleting the United Health Education from your mobile device. In this case, you will not be entitled to a pro rata refund of the Subscription Fees for the unused portion of the Subscription Term.

      2. United Health Education may terminate the agreement any time (without liability to you) by giving you 14 days’ written notice.

      3. You agree that United Health Education may, at any time and at its sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):

        1. your User Profile and/or the User Access Portal; and/or

        2. the United Health Education and/or Services; 

        3. any social media pages linked to its business or the United Health Education; or

        4. any other products and services offered on, or via the United Health Education (including Third Party Products and Services).

      4. Cause for such suspension or termination under clause 15.3 may include, but are not limited to:

        1. any serious or repeated breaches or violations of this agreement, our policies and guidelines (including our Privacy Policy) and any other agreements entered into between the parties;

        2. serious or repeated breaches or violations of United Health Education’s or a third party service providers’ Intellectual Property Rights;

        3. your failure to pay the Subscription Fees to access and use the advanced or premium features and functions of the United Health Education and Services;

        4. your activities, conduct or transactions on, or, via, the United Health Education, brings, or has the capacity to bring, United Health Education into disrepute; 

        5. requests by law enforcement or other government agencies. 

      5. If United Health Education terminates the agreement in accordance with clauses 15.2 or 15.3, you acknowledge and agree that you are not entitled to pro rata refund of the Subscription Fees for the unused portion of the Subscription Term.

      6. You agree that all such suspensions or terminations shall be made at United Health Education’s sole discretion and that United Health Education shall not be liable to you or any third party for any such suspension or termination.

 

  • EFFECT OF TERMINATION 

      1. On termination of this agreement for any reason:  

        1. United Health Education will disable your User Profile and your User Content will no longer be accessible by you through the United Health Education. All User Content (such as your personalised workouts programs and workout tracking data) will be permanently and securely destroyed; however, United Health Education will be required to retain Personal Information (including basic registration information) in accordance with documentation retention and destruction laws; and

        2. all licences to use the Services and rights of access to the United Health Education granted under this agreement will immediately terminate.

 

  • FORCE MAJEURE 

United Health Education will not be responsible to you (or anyone else) if United Health Education are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, acts of terrorism, fire, explosion, flood, an act or omission of a third party, epidemic, pandemic, mandatory government shutdown or lockdown, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, hacker attacks, denial of service attacks, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).

 

  • DISPUTE RESOLUTION

    1. Any party claiming a dispute exists under the agreement must notify the other party in writing of the nature of the dispute (Dispute Notice), except where urgent interlocutory relief is being sought. 

    2. The parties must in good faith attempt to resolve any dispute between them.  

    3. If the dispute cannot by resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute.  

    4. Each party must continue to perform its obligations under this agreement notwithstanding the existence of any unresolved dispute.  

 

  • UPDATES AND VARIATIONS 

      1. Without notice to you, United Health Education may, at our absolute discretion, from time to time:

        1. change, add or delete the functions, features, performance, or other characteristics of the United Health Education; or

        2. apply or install updates to, or new versions of, the United Health Education.

      2. You acknowledge that the Content on the United Health Education are subject to change at any time and may be out of date at any given time. United Health Education are under no obligation to:

        1. update, correct or fix any Content or errors in the United Health Education; and/or

        2. notify you of any changes to the Content or the United Health Education unless required by a Relevant Law to do so. 

      3. Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the United Health Education. Any changes are effective immediately upon posting to the United Health Education. Your continued use of United Health Education thereafter constitutes your acceptance of all such changes to the agreement. 

      4. Please read this agreement before using the United Health Education as the agreement may have changed since the last time you accessed and used the United Health Education. If you do not agree to any change, then you must immediately stop using the United Health Education and the Services.

 

  • SEVERABILITY 

If any provision in this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of this agreement which will continue in full force and effect.

 

  • RELATIONSHIP 

No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this agreement.

 

  • ASSIGNMENT

Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign or transfer all or any of its rights or obligations under this agreement, except that United Health Education may assign, sell or transfer our rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of United Health Education’s business.

 

  • ENTIRE AGREEMENT 

This agreement, and any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).

 

  • JURISDICTION AND APPLICABLE LAW 

The laws of the State of New South Wales, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the Courts of New South Wales, Australia.

 

  • DEFINITIONS 

 

In this agreement, the following words shall have the following meanings:

  1. Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.

  2. Business Days means each day excluding Saturdays, Sundays and public holidays in New South Wales.

  3. Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise. 

  4. Commencement Date has the meaning in clause 3.

  5. Content means all:

    1. the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the United Health Education; and 

    2. workout and fitness routines and programs, workout program development and tracking tools and educational videos and fitness courses.

  6. Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties on the Commencement Date as a likely result of breach of the agreement: 

  1. direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense; 

  2. loss of revenue, profit, income, bargain, opportunity (including marketing or advertising opportunity), use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data; 

  3. costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or 

  4. loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.

  1. Demo Version has the meaning in clause 7.1.

  2. Force Majeure Event has the meaning in clause 17.

  3. Insolvency Event means the bankruptcy, liquidation or winding up, the appointment of a controller, administrator, receiver, manager, trustee in bankruptcy or similar insolvency administrator to a party or any substantial part of its assets or any event that has a substantially similar effect to the above events.

  4. Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world.

  5. Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.

  6. United Health Education, our, us or we has the meaning in clause 1.1, and where the context permits, includes its Personnel and Affiliates. 

  7. United Health Education means the software made available through the mobile application, and used by United Health Education to provide you with Services, including the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the United Health Education. 

  8. United Health Education IP has the meaning given to it by clause 9.1.

  9. Password has the meaning given to it by clause 4.1.

  10. Personnel means any director, officer, employee, contractor or agents, of a party (in your case, includes any person acting for or on your behalf) 

  11. Personal Information has the same meaning that it has under Privacy Laws, namely information or an opinion about an identified individual or an individual who is reasonably identifiable, whether the information or opinion is true or not and recorded in a material form or not.

  12. Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles and any other legislation, codes and policies relating to the handling of Personal Information. 

  13. Privacy Policy means our privacy policy available on the United Health Education or Website or such other web address notified by us to you from time to time), which is incorporated into this agreement.

  14. Purchase Price means the fee or charges payable by you to access and use the library of workout, fitness programs, educational videos and fitness courses and workout program development and tracking tools made available through the United Health Education and Services (including Third Party Products and Services) as further described on the United Health Education and/or Apple Store.

  15. Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy laws, anywhere in the world. 

  16. Services has the meaning in clause 2.1.

  17. Subscription Fees means the fees payable by you to access and use the advanced or premium features and functions of the United Health Education and Services (including Third Party Products and Services) for the Subscription Term as further described on the United Health Education and/or Apple Store.

  1. Subscription Term has the meaning in clause 3.

  1. Third Party Products and Services means any software, products, services, content or social media groups (including all Intellectual Property Rights contained therein) that: 

  1. are provided by third party providers;

  2. interoperate with the United Health Education or Services; or 

  3. may be identified as third party products or services.  

  1. Third Party Payment Processor means Apple Pay and any other a third party payment processor permitted by United Health Education from time to time. 

  2. User Access Portal means the portal provided to you to access and use the United Health Education and the Services. 

  3. User Content means all data, information, content, materials and Personal Information (including your age, gender, weight and height and workout program tracking data): 

  1. uploaded to, or stored on, the United Health Education by you (or your Personnel); 

  2. transmitted by the United Health Education at your (or your Personnel’s) instigation;  

  3. supplied by you (or your Personnel) to United Health Education for uploading to, transmission by, or storage on, the United Health Education; or 

  4. generated by the United Health Education as a result of the use of the Services by you (or your Personnel),

but excluding United Health Education IP. 

  1. User Name has the meaning in clause 4.1.

  2. User Profile has the meaning in clause 4.1. 

  3. Website means the website located at www.mytrainingspace.com and any other website notified by us from time to time.

  4. you or your has the meaning in clause 1.3.