1.          Agreement

1.1       These Terms, together with our Privacy Policy, apply to your (“you” or “your”) use of the Geonasium Pty Ltd ACN 652 373 058 ("Geonasium”, “we, “us” or “our”) Platform.

1.2       The Platform provides an easy way for you to access exclusive health and wellbeing services (which include outdoor workouts), from a range of external service providers, to help support and encourage your wellbeing. Our Services to you include providing access to the Platform to assist you in viewing, comparing, and considering these exclusive offers.

1.3       By using the Platform, you agree and acknowledge that you have read these Terms. You are deemed to have agreed to, and accepted, these Terms on behalf of any entity for who you use the Platform.

2.          Definitions and Interpretation           

2.1       In these Terms, the following expressions have the following meanings, unless otherwise stated:

“Application” means the Geonasium mobile application available on an Application Store;

"Application Store" includes the iOS App Store or Google Play store;

"Geonasium" means Geonasium Pty Ltd ACN 652 373 058;

"Geo Spot" is a type of Partner Subscription, described in clause 7.1(a);

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trademarks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

"Minor" is defined in clause 5.2;

“Partner” is defined in clause 6.1(b);

"Partner Activities" is defined in clause 6.1(b);

"Partner Subscriptions" means the subscription services provided by Geonasium to Partners, as described in clause 7;

"Payment Gateway Terms" means the terms and conditions provided by the relevant payment gateway you use to pay the Subscription Fees;

"Personal Subscriptions" [means the subscription services provided by Geonasium to Personal Users, as described in clause 8;

“Personal User” is defined in clause 6.1(a);

“Platform” means the platform currently hosted on the website located at https://www.geonasium.com.au or via the Application, or any other website, platform, or application nominated by us from time to time, and any associated services, software, networks or processes;

“Privacy Laws” means the Privacy Act 1988 (Cth), and any other applicable Australian privacy legislation;

“Registration Data” means information provided by you to us when you create a User Profile to access certain parts of the Services and includes your first name, last name, a valid email address and password;

“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);

“Rewards” is defined in clause 6.3(d);

"Rewards Pro" is a type of Partner Subscription, described in clause 7.1(b);

“Services” means the services provided by Geonasium, which includes the provision of the Platform and any associated services we provide from time to time;

"Sponsored Workouts" is a type of Partner Subscription, described in clause (a)(i);

"Stripe' means Stripe Payments Australia Pty Ltd (ACN 160 180 343) whose terms and conditions are available at https://stripe.com/au/legal/ssa;

"Subscription Fees" means the fees paid for either a Personal Subscription or Partner Subscription, as advertised on the Platform from time to time;

“Terms” means these terms and conditions, under which we provide access to the Services, as amended by us from time to time;

"User Profile" means a user profile on the Platform which will record your Registration Data; and

"Your Content" is defined in clause 11.5.

3.          User Profile

3.1       To access certain content on the Platform you must create a User Profile with us by providing your Registration Data. You may not use one (1) email address to register for multiple User Profiles.

3.2       Creating a User Profile is free however charges may apply if you sign up to a subscription.

3.3       If we accept your registration, you will receive confirmation of User Profile registration via the Application shortly after you have created your User Profile with us.

3.4       If you do not provide accurate and complete details, we may not be able to accept and activate your User Profile or provide you with complete access to the Platform and Services.

3.5       You agree to keep your User Profile always details current, by updating these details on your User Profile via the Application.

3.6       You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy.

3.7       You may deactivate your User Profile at any time via the User Profile settings on the Platform.

4.          Platform Use

4.1       You must ensure that your access to, and use of the Platform is not illegal or otherwise prohibited by laws that apply in your jurisdiction.

4.2       You agree that you have sole responsibility for any activity that occurs on, or by using, your User Profile. You agree to notify us immediately if you become aware of any security breach or any unauthorised use of your password or User Profile. You must not provide your User Profile username or password to any person. You agree and acknowledge that you shall be solely responsible for the confidentiality and security of your username and password and any use of your User Profile (including unauthorised use).

4.3       We may, in our absolute discretion, terminate your User Profile, disable your User Profile or restrict your access to the Platform (temporarily or permanently) where you breach this Agreement or for any reasonable reason and at any time. Under these circumstances, you may be prevented from accessing all or parts of the Platform, your User Profile details, or any other information associated with your User Profile. We will not be liable to you or any third party if this occurs. We may impose limits or restrictions on the use you may make of the Platform.

5.          Legal Capacity

5.1       You must be eighteen (18) years of age or older to access the Platform and create a User Profile.

5.2       If you are under the age of eighteen (18) years ("Minor"), we will ask you to confirm that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf.

5.3       If you are a parent or guardian who has permitted a Minor to create an account, you agree to:

(a)        exercise supervision over the Minor's use of the Services, including their User Profile;

(b)        assume any and all liabilities resulting from the Minor's use of the Services and their User Profile;

(c)         ensure the accuracy and truthfulness of all information submitted to us, on the Platform by the Minor; and

(d)        assume any and all risks and liabilities associated with and/or resulting from the Minor’s use of the Services which also includes exercising supervision when the Minor users any part of the Services.

5.4       We reserve the right to take legal action and seek compensation from a parent or guardian of a Minor for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Platform by that Minor. 

6.          Types of Users

6.1       There are two (2) types of Users on the Platform and a single person may be considered one or more of the following:

(a)        a person who registers as a User of the Platform in their personal capacity and engages with the Platform for personal use ("Personal User"); and

(b)        a person who registers as a User of the Platform on behalf of a business ("Partner") and uses the Platform for business purposes, which may include brand promotion, sponsorship opportunities or to provide Rewards to Personal Users ("Partner Activities").

6.2       A Personal User will not be able to purchase Partner Subscriptions, however they may:

(a)        purchase Personal Subscriptions; and

(b)        sign up to receive Rewards via the Platform.

6.3        A Partner will not be able to purchase Personal Subscriptions, however they may:

(a)        purchase Partner Subscriptions;

(b)        advertise their business on the Platform in accordance with the applicable guidelines provided by Geonasium;

(c)         sign up to sponsorship opportunities via the Platform; and

(d)        provide Personal Users with benefits such as discounts or other promotional offers ("Rewards") on the Platform. 

7.          Partner Subscriptions

7.1       Partners are required to purchase one of the following "Partner Subscriptions":

(a)        "Geo Spot", which enables a Partner to:

                            (i)       advertise its business on the Platform; and

                           (ii)       hyperlink to its website on the Platform.

(b)        "Rewards Pro", which enables a Partner to:

                            (i)       advertise its business on the Platform;

                           (ii)       hyperlink to its website on the Platform; and

                          (iii)       provide Personal Users with access to Rewards.

7.2       If you purchase one of the Partner Subscriptions, you will receive eligibility to access:

(a)        "Sponsored Workouts" which enables a Partner to:

                            (i)       sponsor a specific Geonasium workout session; and

                           (ii)       provide exclusive Rewards to Personal Users at the workout session set out in clause 7.2(a)(i) .

Personal Subscriptions

7.3       Personal Users may purchase one or more of the "Personal Subscriptions" we make available on the Platform from time to time.

7.4       You can choose to subscribe to a Personal Subscription either on a monthly, six-monthly, annual or lifetime basis, or for such other periods that we may offer from time to time.

7.5       We may provide a free trial for a Personal Subscription for a fixed period of time, as determined by us in our sole discretion. Unless otherwise stated by Geonasium, some specific Rewards and free trials are only available to new Personal Users, and Geonasium reserves the right to cancel any trial immediately if we become aware that the Personal User has already had a trial on a different User Profile or using a different email address. Furthermore, any attempts to register for a further free trial on the same User Profile or using the same email address may result in you being charged for the applicable Subscription Fees.

7.6       Your eligibility for Rewards is ascertained at the time you subscribe and cannot be changed during the term of your subscription. You are responsible for reading and understanding the specific terms and conditions applicable to any Rewards.

8.          Subscription Fees

8.1       To access a Personal Subscription or Partner Subscription you must pay the applicable Subscription Fees. Personal Users can pay the Subscription Fees via an Application Store's payment portal and Partners can pay the Subscription Fees via a third party payment provider Stripe.

8.2       Payments made via the Application Store will be governed by the Application Stores terms and conditions, Payments made via Stripe will be governed by the terms and conditions provided by Stripe. You acknowledge and agree that it is your responsibility to read and accept the relevant Payment Gateway Terms before you pay the Subscription Fees.

8.3       The price and currency of Subscription Fees, will be specified during the initial order process. When you may payment of the Subscription Fees, you must provide us with complete and accurate payment information.

8.4       By submitting payment details, you represent that you are entitled to purchase a subscription using those payment details. If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your access to your subscription and/or the Platform.

8.5       Your subscription will automatically renew unless you cancel before the end of the current billing period. However, you may cancel your subscription at any time by navigating the Application Store and following the prompts to cancel your subscription.

9.          General Obligations

9.1       While using the Platform you must not:

(a)     misuse any part of the Platform by introducing viruses, trojans or other material that is malicious or technologically harmful;

(b)     attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform;

(c)      engage in any activity that interferes with or disrupts the Platform;

(d)     attempt to circumvent, disable or otherwise interfere with any security-related features of Platform or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform;

(e)     engage in any abusive, derogatory, threatening, harmful, vulgar, profane, obscene, violent or ethically objectionable behaviour;

(f)       breach any other person’s personal information, privacy or publicity rights, or breach a duty or obligation of confidence.

9.2        We may contact you by email or provide you with information by posting notices on the Platform. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.

9.3       The Platform may contain hyperlinks or banners advertising other websites on the Platform, or external websites that advertise our Services, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.

9.4       If you fail to comply with these Terms, we may, in our absolute discretion and without liability:

(a)     immediately, temporarily or permanently withdraw your right to access and use the Platform (including deletion of your User Profile);

(b)     take any other legal action against you; or

(c)      refer or report any suspected fraudulent, abusive, or illegal activity to relevant law enforcement authorities.

9.5       the Services on the Platform for the remainder of the duration that you have paid for.

10.       Intellectual Property

10.1     You acknowledge that we or our licensors are the owners of all Intellectual Property Rights in the Platform, and we retain all rights, title, and interest in the Platform (including Intellectual Property Rights contained therein) irrespective of any licence we may grant to you to access, and use, the Platform.

10.2     Personal Users may access and use the Platform (including Intellectual Property Rights contained therein) for their personal and non-commercial use only.

10.3     Partners may access and use the Platform (including Intellectual Property Rights contained therein) for a limited commercial use and only to conduct the Partner Activities, or for any other purpose that is agreed between us in writing. 

10.4     You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use, or display any part of the Platform on another website or create derivative works from any part of the Platform or commercialise any information obtained from any part of the Platform without our prior written consent.

10.5     By uploading, posting, transmitting, or otherwise making available any content or material via the Platform (“Your Content”), you:

     (a)               grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and sub-licensable licence to use, publish, reproduce, and otherwise exploit Your Content in any form for any purpose and unconditionally waive any moral rights that you might have in respect of Your Content; and

     (b)               represent and warrant that you either own the Intellectual Property Rights in Your Content or have the necessary permission to upload, post, transmit or otherwise make available Your Content via the Platform.

10.6     We reserve the right to terminate any licence granted to you under the Agreement and/or remove any of Your Content from the Platform, at any time, for any reason and without notice to you.

10.7     You agree that you will not modify or copy the layout or appearance of the Platform nor any computer software or code contained in the Platform, and that you will not decompile, disassemble, reverse engineer or otherwise attempt to discover, interfere with or access any source code related to the Platform.

11.       Warranties

11.1     We will use reasonable endeavours to provide constant, uninterrupted access to the Platform, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Platform or any other Services.

11.2     To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory, or otherwise as to the condition, quality, performance, or fitness for purpose of the Platform provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Platform is provided on ‘as is’ basis and that you will make your own investigations into whether or not the Platform is fit for your purposes.

11.3     We make no representations, warranties or guarantees:

(a)     that content available on, or produced by or via, the Platform is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an ‘as is’ basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or

(b)     as to the availability of the Platform or that the Platform is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.

12.       Disclaimers

12.1     We are not a medical organisation and we do not and cannot give or purport to give you any medical advice or assistance in whatever form. Nothing on the Platform or anything associated with it should be taken or understood a medical advice or assistance nor should it be interpreted in substitution for any medical advice or assistance from qualified practitioners for your particular circumstances or needs. You are solely responsible for evaluating and assessing your own health and wellbeing and whether, in all circumstances, you should access and use the Platform.

12.2     You agree that neither we, nor any of our affiliates, services providers and/or suppliers, warrant or make any representation about the contents, products, services or offers referred to in the Platform and specifically do not make any representation about the risks, results, reasonableness, or accuracy or otherwise of such contents, products, services or offers.

12.3     Persons with pre-existing medical conditions, in poor health, or with any concerns as to commencement of a new fitness program should consult with an appropriate healthcare professional before beginning any of the programs on the Platform.

12.4     You are responsible for making your own inquiries and seeking independent advice from an appropriately qualified healthcare professional before acting on any information or material made available to you through the Platform. The information on the Platform may not be suitable to your personal circumstances and is not a substitute for obtaining specific advice from a qualified healthcare professional.

13.       Liability and Exclusions

13.1     You assume sole responsibility for your use of the Platform (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.

13.2     We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Platform or any actions taken by us at your discretion.

13.3     To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs, or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data, or other material due to your use of any part of the Services or the Platform or on any website linked to these. We recommend you ensure you have up-to-date virus checking software installed.

13.4     To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to your dealings with any third parties you interact with as a result of accessing the Services, including the Platform. You should address such complaints directly with those third parties.

13.5     In no event will we be liable to you or any third party for any:

(a)     loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;

(b)     breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;

(c)      viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Platform; or

(d)     loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms.

13.6     Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms, for any one event or a series of related events, will be limited to AUD $100.

13.7     The parties acknowledge that the limitations of liability contained in this clause 14 are a fair and reasonable allocation of the commercial risk between the parties.

13.8     This clause 14 survives termination or expiry of these Terms.

14.       Indemnity

14.1     To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Services.

14.2     You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the “Indemnified”) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:

(a)     breach by you of any of your obligations under these Terms;

(b)     loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms;

(c)      breach of any third party’s Intellectual Property Rights; or

(d)     breach by you of any law (including Privacy Laws).

14.3     This clause 15 survives termination or expiry of these Terms.

15.       Privacy

15.1     We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

16.       Support Services

16.1     We may, at our absolute discretion, provide you support in relation to your use of the Platform.

16.2     You may access support services via the Platform and by submitting enquiries through the “[Help]” section provided on the Platform.

17.       Situations or events outside our reasonable control

17.1     There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Platform as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Platform.

18.       Linking to the Platform

18.1     You may link to the Platform via the Application Store, provided that you notify us of this, and also establish the link in a way that is fair, legal and does not damage, or take advantage of our reputation or any third parties. You must not establish any link in a way that suggests any form of association, approval, or endorsement by us where none exists.

18.2     You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).

18.3     The Platform must not be framed on any other website or platform without our written consent.

18.4     We reserve the right to withdraw linking permission under this clause 19 by updating these Terms.

19.       General

19.1     We reserve the right to make changes to these Terms without notice to you. Any amendments to these Terms will have immediate effect from the time that they are published on the Platform.

19.2     The provisions of these Terms that are capable of having effect after the termination or expiry of these Terms will remain in full force and effect following the termination or expiry of these Terms.

19.3     If any provision of these Terms is held invalid or unenforceable, such provision will be deemed deleted from these Terms without affecting the enforceability of other provisions.

19.4     These Terms are governed by the laws of Queensland, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.