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Website Terms and Conditions of Use


Zoii - Website Terms and Conditions of Use
 
1.         About the Online Platform 
1.1.      The Online Platform is operated by Zoii Pty Ltd (ABN  49 603 227 603) (Zoii or our or we or us).
1.2.      These terms and conditions apply to any website, social media accounts, applications, software and other technological products and services operated by us (Online Platforms),
1.3.      The Online Platform provides you with an opportunity to receive wellness news, offers, promotions, and event details, as well as business opportunities, and the ability to connect with complimentary wellness brands, businesses, professionals and industry service providers for our B2B Zoii for Business members.
1.4.      Access to and use of the Online Platform is provided by Zoii. Please read these terms and conditions (Terms) carefully. By using, contributing to, browsing and/or reading the Online Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Online Platforms or any of the Online Platform Services immediately.
1.5.      Zoii reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Zoii updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
1.6.      The Online Platform may also facilitate interactions between:
(a)        users who contribute to and use the Online Platform for personal use (the ‘User’); and 
(b)       businesses or persons who contribute to and use the Online Platform for commercial purposes (the ‘Business Member’),
making it easier for the User and the Business Member to locate, communicate, arrange payment and deliver products and services in a fast and secure manner (the ‘Online Platform Services’).
1.7.      User’s may use the Online Platforms free of charge.
1.8.      Some of the Online Platform Services made available to Business Members require the Business Member to pay a Subscription Fee or One Off Fee to use the specified Online Platform Services. Details of charges that apply for specific Online Platform Services are available on the Website and may change from time to time.

2.         Acceptance of the Terms
You accept the Terms by using or browsing the Online Platform. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Zoii in the user interface.

3.         Business Member Terms
In addition to the Business Member specific terms and conditions specified at clauses 7 to 9, Business Members’ use of the Online Platform may be subject to additional terms and conditions published by Zoii from time to time within the Business Member’s interface on the Online Platform.

4.         Registration
4.1.      In order to contribute to and engage on the Online Platform and to transact the Online Platform Services using the Online Platform, the Business Member is required to register for an account through the Online Platform (the ‘Account’).
4.2.      As part of the registration process, or as part of your continued use of the Online Platform, you may be required to provide personal information about yourself (such as identification or contact details), including: 
(a)        first and last name;
(b)       an email address;
(c)        a business name
(d)       a password (which will not be visible to Zoii);
(e)        a mailing address; and
(f)        a telephone number.
4.3.      You warrant that any information you give to Zoii in the course of completing the registration process will always be accurate, correct and up to date.
4.4.      Once you have completed the registration process, you will be a registered user of the Online Platform and agree to be bound by the Terms. 
4.5.      You may not use the Online Platform and transact the Online Platform Services and may not accept the Terms if:
(a)        you are not of legal age to form a binding contract with Zoii; or
(b)       you are a person barred from receiving the Online Platform Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Online Platform Services.

5.         Third Party Service
5.1.      You may be able to register an Account through the Online Platform by using a log in associated with third party services (“TPS”) (e.g. Facebook and other social media platforms).
5.2.      Zoii does not guarantee the availability or ability of users to access the Online Platform using TPS.
5.3.      As part of the functionality of the Online Platform you may connect your profile with a TPS by:
(a)        providing the TPS login information to Zoii through the Online Platform; or
(b)       allowing Zoii to access your TPS in accordance with its terms and conditions of service.
5.4.      You may disconnect the connection between the Online Platform and the TPS at any time.
5.5.      Where you connect and or register a profile using a TPS, you authorise Zoii to use data from that TPS to create your profile on the Online Platform.
5.6.      Zoii has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.

6.         Your obligations as a user
6.1.      As a User or Business Member using the Online Platform, you agree to comply with the following:
(a)        you will use the Online Platform and transact the Online Platform Services only for purposes that are permitted by:
(i)         the Terms; and 
(ii)        any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(b)       you must pay all costs in connection with your use of the Online Platform including but not limited to hardware, software and data usage expenses unless expressly provided by the Online Platform;
(c)        you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your Account by any other business or person may result in the immediate suspension or cancellation of your Account; 
(d)       any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Zoii of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(e)        you must not expressly or impliedly impersonate another user or use the profile or password of another user at any time; 
(f)        any content that you broadcast, publish, upload, transmit, post or distribute on the Online Platform (Your Content) will always be accurate, correct and up to date and you will maintain reasonable records of Your Content;
(g)        you agree not to harass, impersonate, stalk, threaten another user of the Online Platform (where interaction with other users is made available to you);
(h)       you agree not to broadcast, publish, upload, transmit, post or distribute on the Online Platform abusive or objectionable content, including but not limited to discriminatory, racists, pornographic, threatening or abusive material;
(i)         you agree to comply with Zoii’s Editorial Policy in respect of any Content provided to Zoii for publication on the Online Platform;
(j)         access and use of the Online Platform is limited, non-transferable and allows for the sole use of the Online Platform by you;
(k)        you will not use the Online Platform in connection with any commercial endeavours except those that are specifically endorsed or approved by Zoii;
(l)         you will not use the Online Platform for any illegal and/or unauthorised use which includes collecting email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Online Platform; 
(m)      you agree that commercial advertisements, affiliate links and other forms of solicitation may be removed from user profiles without notice and may result in termination of your Account. Appropriate legal action will be taken by Zoii for any illegal or unauthorised use of the Online Platform;
(n)       you acknowledge and agree that Zoii has the right, in their sole discretion, to alter the content of any publication by you on the Online Platform prior to publication on the consumer facing site or within any weekly e-news emails;
(o)       you acknowledge and agree that any automated use of the Online Platform or its Online Platform Services is prohibited; and
(p)       If you are a Business Member, you agree that we may charge you for the use of the Online Platform Services.
6.2.      You acknowledge and agree that a breach of this clause 6 may result in immediate termination of suspension of your Account without liability to you. 

7.         Business Membership
7.1.      No Subscription Fee is charged to Business Members for the creation of an Account and access to the base-level Business Membership.
7.2.      Paid Services will be available for purchase by Business Members through their Account for the specified Subscription or One off Fee
7.3.      Upon:
(a)        purchasing the Paid Services via the Online Platforms;
(b)       payment of the Subscription Fee for the Paid Services at the point of purchasing a right to use the Paid Services; or
(c)        downloading, installing or using the Paid Services (whichever comes first),
a Business Member is granted a revocable, non-transferable, non-sub licensable, non-exclusive and limited licence to use the full features of the specified level of Paid Services strictly in accordance with these Terms (“Business Membership”).
7.4.      If you do not agree to these Terms, you must not use the Services or Paid Services.
7.5.      The right to use Paid Services under a Business Membership will be for the term applicable to the Paid Services as detailed on the Online Platforms, Invoice or otherwise notified to you prior to or at the point of your order being accepted (Paid Services Term). 
7.6.      The applicable Paid Services Term will renew automatically at the conclusion of the Paid Services Term, unless expressed otherwise in the Business Members Account or terminated earlier in accordance with these Terms. 
7.7.      Delivery of Paid Services will occur via electronic means by the activation of the Paid Services within your Business Membership Account. 

8.         Business Membership Paid Services Conditions
8.1.      These Terms entitle you to use the Paid Services for your use only.
8.2.      These Terms do not permit the use of the Paid Services:
(a)        on more than one computer at any given time;
(b)       on a system that allows shared use of users;
(c)        on a multi-user network; or
(d)       on any configuration or system of computers that allow multiple users,
unless Zoii has granted you the rights to use the Paid Services for each separate user linked to your Business Membership Account. 
8.3.      These Terms entitle you to use the Paid Service as specified on your Invoice or at the point of sale on the Online Platforms, as applicable.
8.4.      You may not assign your rights and obligations under these Terms, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Paid Services.

9.         Price and Costs
9.1.      The price of the Paid Services for Business Members is stated on the Online Platforms at the point of sale.
9.2.      Zoii will invoice you for Paid Services supplied, or where purchased via the Online Platforms you will be provided with a receipt.
9.3.      The Subscription Fee for the Paid Services is in Australian dollars and is inclusive of GST, or any other tax or charge imposed by any governmental entity upon the sale, use or receipt of the Paid Services. 
9.4.      You must pay all amounts due to Zoii:
(a)        without set-off, deductions counter-claims or conditions; and
(b)       in available cleared funds.
9.5.      If you owe any amount to Zoii, Zoii may, in its sole discretion and without prejudice to any of its other rights, do one or more of the following:
(a)        withhold all future supplies of Paid Services until that amount has been paid in full; 
(b)       suspend access to your Account;
(c)        set-off that amount against any amount owing by Zoii to you; and/or
(d)       immediately demand all amounts due and payable under these Terms.
9.6.      If an amount due under these Terms is paid after the due date you must pay Zoii, in addition to the overdue amount:
(a)        interest at the Default Rate calculated based on a 365-day year from the date of the default until the date the amount (together with all accrued interest) is paid in full; and
(b)       all costs and expenses incurred by Zoii in collecting the overdue amount.
9.7.      Your obligation to pay an amount owing applies notwithstanding any delay in the delivery of the Paid Services. 

10.       Payments by Users
10.1.    Unless expressly stated in the Online Platform, Zoii does not process payments between Users and Business Members. If Zoii elects to process payments in the future, those payments will be handled by a third-party payment processer and subject to any additional terms posted on the Online Platform.
10.2.    For the avoidance of doubt, the Business Membership and payment terms set out in clause 7, 1.1, 8 and 9 shall only apply to Business Members. 

11.       Copyright and Intellectual Property
11.1.    The Online Platform, the Online Platform Services and all of the related products and services of Zoii are subject to copyright. The material on the Online Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in connection with the compilation of the Online Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, Online Platform, code, scripts, design elements and interactive features) are owned or controlled for these purposes, and are reserved by Zoii and other lawful owners of intellectual property (including Users and Business Members).
11.2.    All trademarks, service marks and trade names are owned, registered and/or licensed by Zoii, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User or Business Member to: 
(a)        use the Online Platform pursuant to the Terms;
(b)       copy and store the Online Platform and the material contained in the Online Platform in your device’s cache memory; and
(c)        print pages from the Online Platform for your own personal and non-commercial use.
11.3.    Zoii does not grant you any other rights whatsoever in relation to the Online Platform or the Online Platform Services. All other rights are expressly reserved by Zoii.
11.4.    Zoii retains all rights, title and interest in and to the Online Platform. Nothing you do on or in relation to the Online Platform will transfer any:
(a)        business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b)       a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c)        a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
to you. 
11.5.    You may not, without the prior written permission of Zoii (such permission is implied if the functionality of the Online Platform allows) and the permission of any other relevant rights owners broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Online Platform or third party Online Platform Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Online Platform which are freely available for re-use or are in the public domain.
11.6.    Where you broadcast, publish, upload, transmit, post or distribute Your Content on the Online Platform, then you grant to Zoii a non-exclusive, non-transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public Your Content. 
11.7.    Despite clause 11.6, nothing in these Terms prevents you from deleting or requesting Zoii to delete Your Content from the Online Platform, in which case Zoii will use its reasonable endeavours to delete and remove Your Content.
11.8.    Zoii reserves the right to filter, modify, publish and permanently remove Your Content on the Online Platform in its sole and unfettered discretion either prior to or after publication.
11.9.    To the extent permitted by law, Zoii accepts no liability for the accuracy of any information made available using the Online Platform.  Any reliance on the information available through the Online Platform is at the User or Business Members own risk.
11.10.  You are wholly responsible for maintaining suitable back-ups of Your Content.
11.11.  You agree to release, indemnify and hold Zoii harmless for any loss, damage, cost or expense that Zoii may suffer or incur as a result of or in connection with Your Content transmitted, posted, distributed, shown or played in connection with the Online Platform.
 
12.       Privacy
Zoii takes your privacy seriously and any information provided through your use of the Online Platform and/or Online Platform Services are subject to Zoii’s Privacy Policy, which is available via the Online Platform.

13.       General Disclaimer
13.1.    Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded. 
13.2.    Subject to this clause, and to the extent permitted by law:
(a)        all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b)       Zoii will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Online Platform or these Terms (including as a result of not being able to use the Online Platform or the Online Platform Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
13.3.    Everything on the Online Platform is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Zoii make any express or implied representation or warranty about the Online Platform, the Online Platform Services or any products or services (including the products or services of Zoii) referred to on the Online Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following: 
(a)        failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records; 
(b)       the accuracy, suitability or currency of any information on the Online Platform, the Online Platform Services, or any of its related products and services (including third party material and advertisements on the Online Platform);
(c)        costs incurred as a result of you using the Online Platform, the Online Platform Services or any products and services of Zoii; and
(d)       the Online Platform Services or operation in respect to links which are provided for your convenience.
13.4.    You acknowledge that Zoii only facilitates the interactions between Users and Business Members and holds no liability to you as a result of any conduct of Users in respect of the Online Platform Services.

14.       Limitation of Liability
14.1.    To the extent permitted by law, Zoii’s total liability arising out of or in connection with the Online Platform or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Online Platform to you.
14.2.    To the extent permitted by law, you expressly understand and agree that Zoii, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
14.3.    To the extent permitted by law, Zoii’s liability is reduced proportionately in the event that you contributed to any claim or loss suffered by you.

15.       Indemnity
15.1.    To the extent permitted by law, you agree to indemnify Zoii, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a)        all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content; 
(b)       all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with you accessing, using or transacting on the Online Platform or attempts to do so; and/or 
(c)        any breach of the Terms.

16.       Termination by Zoii
16.1.    Zoii may at any time, terminate the Terms:
(a)        at its discretion;
(b)       if you have breached any provision of the Terms or intend to breach any provision; 
(c)        if Zoii is required to do so by law; 
(d)       if Zoii is transitioning to no longer providing the Online Platform to users in the country in which you are resident or from which you use the service.
16.2.    Zoii reserves the right at any time to modify or discontinue, temporarily or permanently, the Online Platform (or any part thereof) with or without notice.
16.3.    Subject to applicable laws, Zoii reserves the right to discontinue or cancel your Account at any time and may suspend or deny, in Zoii’s sole discretion, your access to all or any portion of the Online Platform without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Zoii‘s name or reputation or violates the rights of those of another party.
16.4.    When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Zoii have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

17.       Competitors
If you are in the business of providing similar services to the Online Platform Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of Zoii. Competitors are not permitted to use or access any information or content on our Online Platform. If you breach this provision, Zoii will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.

18.       Dispute Resolution
18.1.    If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).
18.2.    A party to the Terms claiming a dispute (‘Dispute’) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
18.3.    On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’) must:
(a)        Within 10 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b)       If for any reason whatsoever, 10 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Chair of the Resolution Institute (ABN 69 008 651 232);
(c)        The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d)       The mediation will be held in Sydney, Australia.
18.4.    All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
18.5.    If 8 hours have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

19.       Venue and Jurisdiction
In the event of any dispute arising out of or in relation to the Online Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

20.       Governing Law
The Terms are governed by the laws of New South Wales, Australia.  Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

21.       Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force. 

22.       Variation
We may unilaterally vary these Terms. If we decide to change these Terms, we will post the changes on our website and provide you with reasonable notice of the change. 

23.       Definitions and interpretation
23.1.    In these Terms unless the context otherwise requires:
Claim includes any claim, including a notice, demand, debt, account, action, expense, damage, loss, cost, lien, liability, proceeding, litigation (including reasonable legal costs), investigation or judgment of any nature, whether known or unknown;
Default Rate means 10% per annum, or the maximum rate allowed by applicable law, whichever is lower;
Invoice means an invoice issued by Zoii to you;
Loss means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental;
Paid Services means any Services specified within a Business Members Account that are only granted for a Subscription Fee.
Services means the granting to you of an Account to access the Online Platform Services provided by Zoii;
Subscription Fee means the applicable fee displayed on the Online Platform for different levels of the Paid Services as amended from time to time.
One Off Fee means the applicable fee displayed on the Online Platform for one of Paid Services as amended from time to time.
Online Platforms means any website, social media accounts, applications, software and other technological products and services operated by Zoii;
Business Member means a business or person contributing to and/or using the Online Platform for commercial purposes;
you means the person using the Services via the Online Platforms.
23.2.    In these Terms unless the context otherwise requires:
(a)        the singular includes the plural and vice versa;
(b)       where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
(c)        a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
(d)       a reference to any thing is a reference to the whole and each part of it;
(e)        a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
(f)        a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.
 
Version Date: 2 September 2022


 

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