Terms of Service
Taskey Pty Ltd

1. YOUR ACCEPTANCE OF THESE TOS

1.1 Your acceptance of the TOS

The terms of these TOS are important - please read them carefully. If you do not agree with any of the terms, do not use theService and you must leave the Service immediately. Your use and continuing use of the Service is an acknowledgement that you have been given a reasonable opportunity to read these TOS; that you have in fact read them; that you understand the terms, and that you agree to abide by and be bound by them.

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1.2 Meanings

In theseTOS:

“Associates” in relation to a party means the employees, officers, directors, contractors and agents of that party.

“Content”means:

(i) any information, data or content in any form or medium and includes text, video, graphics, music, sounds, audiovisual combinations, interactive features photos and other materials from time to time; and

(ii) each Output.

“Coach” means any coach who is using the Service to communicate with and provide coaching services to a Client.

“Consequential Loss” means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of opportunity or any other special, indirect or consequential loss or damage.

“Client”means any client who receives services from a Coach or practitioner, either through or in connection with the App.

Output” means any result, report, analysis, information, summary, data, document, video,imagery, audio, files, advice or any other output provided by a Coach in the course of or in connection with the use of the App or the Service.

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1.3 When these TOS apply

The terms of these TOS apply to you if you access the Service including browsing the App, viewing Content or otherwise using any part of the Service.

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1.4 Your age

You must be at least eighteen (18) years of age to access the Service; otherwise, you must have authorisation to access the Service by a parent or legal guardian. If you have authorised a minor to use the Service, you are responsible for their online conduct, and the consequences of any misuse or breach of these TOS.

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1.5 Changes to these TOS

We may, with prior notice to you, update orotherwise change these TOS periodically, and any such changes will be posted tothe App. Your continuing use of the Service constitutes your agreement to bebound by any such changes.

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1.6 Questions about these TOS

Should you have any questions in relation tothese TOS you should contact us at  support@taskey.io before you use the Service.

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2. IN-APP PURCHASES

2.1 Payment of fees

You agree to pay for all in-App goods and services. All fees must be paid in the currency of the country you reside in. You agree to pay the applicable fee, notified by us from time to time in the App, using the payment methods available in the App, from time to time. All fees are exclusive of all taxes (except GST in Australia).

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3. LICENCE TO USE SERVICE

3.1 Our licence to you

In consideration of your agreement to comply with these TOS, we hereby grant you a non-exclusive, non-transferable licence to use the Service, unless we suspend or terminate your account or the Service in accordance with theseTOS. Coaches may sub-licence their licence to Clients. The sub-licence cannot be sub-licensed.

3.2 Your licence to us

In consideration of our agreement to provide the Service in accordance with these TOS, You hereby grant us a non-exclusive, non-transferable, royalty-free licence to use the Content, for the purposes of providing the Service to you and otherwise in accordance with these TOS.

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3.3 Nature of the Service

You acknowledge and agree that: (a) we may, at anytime in our reasonable discretion and without prior notice, alter, amend, interrupt, reschedule, modify or cease the operation of all or any part of theService; and (b) the Service may not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes).

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4. YOUR RESPONSIBILITIES

4.1 Registration

To use all the features of the App, you must create an account.

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4.2 Your information

When creating an account, you must use your correct and current name and information. You must not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity or employ misleading email addresses or falsify information in any part of any communication transmitted through the Service. We will handle all personal information we collect in accordance with our Privacy Policy.

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4.3 Your password and login

You are responsible for maintaining the confidentiality of your password and login and you must not share your password or login with any other party. You are responsible for all activities that occur under your password and login. You must not use or attempt to use another party’s password or login to access any part of the Service. You must immediately notify us at support@taskey.io of any unauthorised use of your password or login or any other breach or suspected breach of security in respect of the Service.

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4.4 What you must not do

In using the Service, you must not:

(a) reproduce, make available online or transmit (electronically or otherwise), publish, adapt, create derivative works from, distribute or redistribute, transfer, broadcast, display, sell, license, perform, link, display or exploit in any other way and in any medium any part of the Service except through the functionality offered by the Service;

(b) alter or modify any part of theService;

(c) breach any laws and regulations, or use the Service for any purpose that is unlawful or in breach of these TOS;

(d) upload, post, email, otherwise transmit, or post links to any advertising, promotional materials, junk mail, spam, pyramid schemes, or any other form of solicitation;

(e) attempt to "hack",decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Service. This includes "phishing", “mining”, accessing "hidden"URLs, attempting to trigger remote code for the purpose of accessing data or material you would not otherwise have access to;

(f) knowingly transmit any virus, corrupt files or any other software or function that may damage the operation of the Service or other disabling feature to the Service, or is designed to interrupt, destroy or limit the functionality of any computer software orhardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of any part of the Service;

(g) use or launch any automated system, including "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;

(h) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content;

(i) access Content through any technology or means or other functionality of the Service from time to time;

(j) interfere with or inhibit other users from enjoying or using the Service;

(k) unless expressly agreed with us, use the Service for any commercial purposes including selling access to theService, selling any Content, selling advertising, sponsorships, or promotions placed on or within the Service or Content.

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4.5 Removal of Content

We reserve the right in our sole discretion to remove any Content that, in our sole judgement, does not comply with theseTOS, any rules of conduct provide by us from time to time, or is otherwise harmful, objectionable, inaccurate or unlawful. You may also elect to report any inappropriate or offensive Content to us by using the ‘Report Content’ function featured in the App. Notwithstanding the foregoing, we are not responsible for and have no liability to any person for any Content, includingContent posted by you or your users.

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4.6 Take your own precautions

You must take your own precautions to ensure that your process for accessing the Service does not expose you to risk of viruses, malicious computer code or other forms of interference which may damage your computer system.

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4.7 You are responsible for costs

You are responsible for all costs, fees and expenses incurred directly or indirectly from accessing the App or otherwise using the Service. This may include internet connection and usage fees and mobile telephone connection and usage fees.

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4.8 Exposure to content

You understand that when using the Service, you will be exposed to Content from a variety of sources. You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us, our related bodies corporate and officers employees and affiliates with respect to such Content, and, to the extent permitted by law, you agree to indemnify and hold harmless us, our related bodies corporate and officers, employees and affiliates to the fullest extent permitted by law regarding all matters related to your use of the Service and Content.

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4.9 Third Party Sites

The Service may contain links to third party sites. We have not reviewed these websites and cannot vouch for the content on their pages. We are not responsible for the condition or content of those sites. You access those sites solely at your own risk. The links are provided solely for your convenience and do not indicate, expressly or impliedly, an endorsement, sponsorship or approval by us of the sites or the content of such sites.

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5. COACHING VIDEOS, CONTENT AND OUTPUTS

5.1 Health and Fitness

(a) The Content may include videos of fitness, sporting, stretching, meditation and other activities of individuals of all levels and abilities. Use of such Content is at your own risk. A condition for the use of the Content is that the person training or practicing using the Content, lessons, activities or coaching scheduled, facilitated by, accessible on or featured in the App or the Service (together, the App Activities) must be in a state of health that is reasonably suitable to use or engage in any App Activities. If that person has any pre-existing medical conditions, they are advised to seek medical advice from their doctor or healthcare practitioner before using or participating in any App Activities. Before using or while using or engaging in any App Activities, if you have any concerns about the fitness level or potential underlying health conditions of yourself before or during use of the App that may impact your ability to participate safely in any App Activities (e.g. including if you experience pain, shortness of breath, nausea, dizziness or general malaise), you must ensure that you cease using the App Activities and consult a medical practitioner or health care provider about your participation.

(b) Fitness and other App Activities provided by Coaches may involve sustained physical exercise. You are responsible for your ensuring you are suitably fit and healthy to participate or use the App Activities and Content scheduled or featured on the App. We take no responsibility for determining whether you or a Client is fit enough to take part in any lesson, coaching or App Activities, or to rely on the Content or otherwise use the App.  

(c) You are aware of the inherent risks involved in the fitness, health, life and any associated training, and acknowledge that in using the App Activities there is a risk of physical or mental injury to you and others (including the aggravation, acceleration or recurrence of such an injury), death, and damage to property including any property in your control or possession. In your judgment you must ensure that you have sufficient competence and experience to participate safely in each activity and you must:

(d) if you are a Client, assume all of the inherent risks of or related to activities contained in the App, take full responsibility for and indemnify and release us from and against any and all damages, liabilities, losses or expenses that you may incur as a result of participating in any of the App Activities;

(e) if you are a Coach, assume all of the inherent risks of the App or related to activities contained in the App, take full responsibility for and indemnify and release us from and against any and all damages, liabilities, losses or expenses that you or any Client may incur as a result of you or any of your Clients participating in any of the App Activities.

You warrant that you (and if you are a Coach, each of your Clients) have sufficient competence, knowledge, commonsense, experience, and equipment to participate in the coaching and activities provided through the App, in a manner which will be safe to you and others.

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5.2 Not medical, business, legal or financial advice

You acknowledge and agree that the Services and any Content contained in or published on the App are not and do not constitute medical, business, legal or financial advice from us, nor are they a substitute for professional advice in any such areas. The Content is provided by the relevant Coach to the relevant Client.

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5.3 No warranties as to the accuracy of Content

You acknowledge that we have not reviewed or verified any of the Content or Outputs on the App. We do not warrant, and you acknowledge that we are not responsible or liable in any way for any Content, including the accuracy, reliability, reliance on, use of or completeness of such Content or Outputs that are used by, form part of, stored on, accessible in, sourced by, featured on, generated or produced by the App or the Service. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us, our related bodies corporate and our Associates with respect to any Content or Outputs and to the extent permitted by law, you agree to indemnify and hold harmless us, our related bodies corporate and our Associates to the fullest extent regarding all matters related to your use or reliance on the Content or the Outputs.

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5.4 Not reliance on Content

You acknowledge and agree that the Content and any Output is made available to you by the relevant Coach. It is not intended as advice from us. We do not review or verify, and do not warrant, the accuracy, completeness or reliability of any of the Content or Outputs.

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6. INTELLECTUAL PROPERTY

6.1 Intellectual property owned by us

You acknowledge that (a) the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including copyright, and (b)we and/or third parties own all right, title and interest in and to the Service and software provided through or in conjunction with the Service, including without limitation all Intellectual Property Rights contained in the Service and such software. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of the App, now or in the future in force and effect worldwide.

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6.2 Your responsibilities regarding intellectual property

You agree that you will not, and will not allow any third party to, (i) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality contained in the Service, (ii) use the Service to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, (iii) copy, reproduce, make available online or transmit(electronically or otherwise), alter, publish, distribute, broadcast, link, display or exploit in any other way any part of the App or Service,  or (iv) remove, obscure, or alter our or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Service. Any reproduction or redistribution of any part of the Service is prohibited and may result in civil and criminal penalties. In addition, you must not copy theContent to any other server, location or support for publication, reproduction or distribution is expressly prohibited.

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6.3 Your Content

Intellectual Property Rights in Content posted to theApp by you or users under your account will always remain with the relevant creator or other copyright owner but are licensed on a non-exclusive basis to us for the purposes only of providing the Service to users. You warrant that you or your users under your account (as applicable) are authorised to post such Content to the App.

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7. SUSPENSION AND TERMINATION OF ACCOUNTS

7.1 Our reserved rights to determine access

We reserve the right, in our reasonable discretion, to decide whether user activity or behaviour within the Service violates these TOS

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7.2 Suspension or termination of your access or account

We may at any time, without prior notice suspend or terminate your access and/or use of all or any part of the Service, and we may suspend or terminate your user account, if, in our reasonable discretion, we believe that:

(a) you have breached these TOS in any way;

(b) your access or use of any part of the Service may be directly or indirectly harmful to others or may otherwise violate any laws or regulations;

(c) we cease to operate the Service or

(d) for any other reason.

In addition, if we deem it appropriate, we may also report your activity or behaviour to the relevant authorities.

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7.3 What happens if we suspend or terminate your access

If we suspend or terminate your access or use of the Service, or your user account, you are prohibited from continuing to access and use any part of the Service regardless of whether you are able to continue to do so. In addition, you are not permitted to create, and you must not create, any other accounts for access to the Service.

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7.4 Inactive accounts

We may also suspend and/or terminate your user account for all or any part of the Service because of your inactivity.

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8. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

8.1 No liability

Your use of the Services is at your sole risk. The Services are provided “as is” and “as available”. To the full extent permitted by law, we and our Associates (“Released Parties”) expressly disclaim any and all liability in connection with:

(a) any activities that you participate in that are published, scheduled or otherwise made known to you through the Service;

(b) personal injury or property damage or theft, of any nature whatsoever;

(c) any unauthorised access to or use of our servers and/or any personal information stored therein;

(d) any alteration, amendment, interruption, rescheduling, modification or cessation of all or any part of theService;

(e) any use of or reliance on anyContent, Output and any other information contained in any part of the Service and the removal or suspension of any Content, Output or any other information;

(f) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services;

(g) any loss or damage of any kind incurred as a result of the use of any Content or Output posted, emailed, transmitted, or otherwise made available via the Service;

(h) contraction or aggravation or acceleration of any illness, injury or disease;

(i) all other foreseeable risks, claims or actions of any kind (including negligence and breach of contract) whatever and however occurring (and including legal fees incurred as a result of any claim, whether it is valid or not) which may arise, at any time, from or in connection with, directly or indirectly, use of the Services; and

(j) any direct, indirect, incidental or punitive damages, including loss of profits, goodwill or intangible losses, loss of data, interruption of business or damage (including consequential, special or incidental damage),

in each case, arising from access to or use of any part of theService whether or not caused by any negligent act or omission or resulting from any delay in removing or failure to remove Content from the Service after receiving a request for removal even if we knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.

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8.2 No representations or warranties

To the full extent permitted by law, we and our Associates exclude all representations and warranties (in each case, whether express or implied) in respect of the completeness, accuracy, reliability, suitability or availability with respect to the Service, the Content, the content of any sites linked to any part of the Service, or the information contained on any part of the Service for any purpose. Any reliance you place on any such content or information is strictly at your own risk.

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8.3 Liability Limit

Without limiting the above, to the maximum extent permitted by law, our maximum liability to you or any other persona rising out of or in connection with your use of the Services is limited to:(i) in the case of goods, the repair or replacement of the goods or the supply of equivalent goods (or a refund of the amount paid for the goods); and(ii) in the case of services, the supplying of the services again (or a refund of the amount paid for the service).

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8.4 Indemnity

(a) You (including your executors, administrators, heirs, next of kin, successors and assigns) indemnify and hold us and our Associates harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis),arising directly or indirectly out of or in any way connected to any: (a) actor thing done by us in good faith and purportedly pursuant to a right granted to us under these TOS; (b) breach by you or any of your Clients of any provision of these TOS; (c) any wilful, unlawful or negligent act or omission by you or any of your Clients; (d) your or your Client’s use of or reliance on the App or the Service; (e) any act or omission or information regarding any activity or event you attend as a result of using the Service; (f) your or your Client’s reliance on or use of any Content; (g) any alleged or actual breach of any Intellectual Property Rights (whether relating to the Content, Outputs or otherwise); or (h) any Content uploaded to or accessed on the App by you or any of your Clients.

(b) This indemnity survives the termination of these TOS.

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8.5 No Consequential Loss

To the maximum extent permitted by law, neither party will be liable to the other under these TOS in respect of or in relation to any Consequential Loss, whether arising under statute, contract, negligence, in equity or otherwise.

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8.6 Terms subject to law

These TOS are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If any law prohibits the exclusion of such warranties, conditions or obligations, we limit our liability to the extent permitted by law, to the re-supply of the Service.

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8.7 Australian Consumer Law

(a) You agree that the supply of the App and participation in health or fitness coaching is are creational activity and constitutes a recreational service within the meaning of section 139A of the Competition and Consumer Act 2010 (Cth) and section 22 of the Australian Consumer Law as health or fitness coaching activities are: (i) a sporting event or similar leisure time pursuit; and/or (ii) other activity that involves a significant degree of physical exertion or physical risk and is undertaken for the purpose of recreation, enjoyment or leisure.

(b) The Competition and Consumer Act 2010 (Cth) implies certain guarantees into contracts for the supply of certain goods and services; for example, that goods or services will be rendered with due care and skill, that goods or services supplied will be reasonably fit for purpose and that goods or services will be delivered in a timely manner (“Statutory Guarantees”).

(c) Under section 139A of the Competition and Consumer Act 2010 (Cth) we are entitled to ask you to agree (and you hereby agree) that these Statutory Guarantees do not apply to you and that you (and if you are a Coach, to each Client enrolled under your account), including your executors, administrators, heirs, next of kin, successors and assigns, will take no course of action against us or any other Released Party if you or any Client is killed or mentally or physically injured because the App, or the coaching activities provided under the App, were not provided in accordance with the Statutory Guarantees.

Note: the changes to your rights as set out above, do not apply if your death or injury is due to gross negligence on our part. ‘Gross negligence’ in relation to an act or omission, means doing the act or failing to do any act with reckless disregard, with or without consciousness, for the consequences of the act or omission.

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9. GENERAL

9.1 No relationship

Nothing in these TOS creates a joint venture, agency or partnership or other fiduciary relationship between us and you. You acknowledge and agree that there is a separate relationship between each Coach and Client and we are not responsible or liable for any act or omission of either party or anything that occurs between any those parties.

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9.2 Your assignment

You must not assign, sublicense (except as permitted under these TOS) or otherwise deal in any other way with any rights or obligations under these TOS whether in whole or in part, without our prior written consent. Any unauthorised assignment, sublicense or other dealing shall be null and void.

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9.3 We may assign

We may assign, sublicense and otherwise dealwith any rights and obligations under these TOS without restriction.

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9.4 No Waiver

If either party does not act in relation toa breach by the other party of these TOS, this does not waive that party’s right to act with respect to that or subsequent or similar breaches.

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9.5 Entire Agreement

These TOS and any other legal notices published by us on the Service from time to time shall constitute the entire agreement between you and us concerning the Service.

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9.6 Disputes

Prior to resorting to any external dispute resolution process, you and we will use reasonable endeavours to use mediation and negotiation to resolve any dispute arising out of or relating to these TOS.

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9.7 Severability

If any provision of these TOS is held by a competent authority to be invalid or unenforceable or otherwise becomes illegal, in whole or in part, it is to be read down or severed to the extent necessary and the validity of the other provisions of these TOS and the remainder of the provisions in question shall not be affected.

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9.8 Exclusion of the Vienna SalesConvention

The United Nations Convention on Contracts for the International Sale of Goods concluded in Vienna, Austria on 11 April 1980 does not apply to these TOS or to any individual contract of sale concluded within the framework of these TOS.

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9.9 Governing Law

These TOS is governed by and shall be construed in accordance with the laws of New South Wales, Australia. Any dispute arising in respect of these TOS shall be subject to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal therefrom.  

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