NEUFORM APP USER TERMS AND CONDITIONS
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1.        INTRODUCTION
1.1     The training and fitness mobile application (Neuform App) and the Services made available through the Neuform App are owned and operated by Chontel Pty Ltd (ACN 625 118 854) (Neuform, our, us or we).
1.2     By downloading, using, browsing or accessing the Neuform App and the Services, you acknowledge that you have read, understood and accepted these Neuform App User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you have concerns about any parts of this agreement, please contact us at [insert contact details] for clarification and potential negotiation.  However if you do not accept this agreement, you must not access and use the Neuform App and the Services.
1.3     In this agreement, you and your means the individual who accesses or uses the Neuform App 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).
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2.        NEUFORM APP
2.1     The Neuform App is a mobile application that promotes well-being, exercise, fitness, nutrition and recipes by providing you with access to: (a) training and fitness workout routines and programs; (b) general dietary and nutritional advice; and (c) a library of recipe e-books (collectively, the Services). If you have any serious or chronic injury, illness or health condition or are pregnant, we strongly recommend that you consult with a healthcare professional before accessing and using the Neuform App and the Services. By accessing and using the Neuform App and Services, you expressly acknowledge and assume the risks associated with the same. Neuform will not be liable for any personal injury, illness or death to you (or your unborn child) resulting from your use of the Neuform App and Services, except where such injury, illness or death is caused by Neuform's negligence or breach of this agreement. We recommend that you consult with a healthcare professional before starting any new fitness program.
2.2     While Neuform provides you with access to training and fitness workout routines and programs, general dietary and nutritional advice and a library of recipe e-books, please note that Neuform is not a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. The Neuform App is a mere online resource and tool for users who wish to improve their fitness, diet and general wellbeing. Our role in providing you with access and use of the Neuform App and the Services should be construed strictly in this context only.
2.3     By downloading, accessing and using the Neuform App, we grant you a limited, non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the Neuform App and the Services for the Subscription Term for personal and non-business purposes. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement. You agree not to use, copy, distribute, or create derivative works based on the Neuform App and the Services in any manner that is inconsistent with the terms of this agreement, such as using the App and Services for commercial purposes without Neuform's prior written consent.
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3.        SUBSCRIPTION TERM
3.1     This agreement commences on the date you download and access the Neuform App (Commencement Date) and continues, unless terminated in accordance with clause 15 (Subscription Term), unless you terminate the agreement during the Trial Period in accordance with clause 3.2.
3.2     If you do not wish to continue to access and use the Neuform App and Services following the expiry of the Trial Period, you must terminate the agreement prior to the expiry of the Trial Period by either:
(a)  deleting your User Profile in the ‘Account Settings’ page of the Neuform App;
(b)  emailing Neuform support services at support@neuform.au to request that your User Profile be deleted;
(c)  using the link (https://app.neuform.au/account-deletion) to delete your User Profile; or
(d)  going to the Apple ID or Google Play ‘Subscriptions’ page in the ‘Settings’ application on your mobile device, selecting the Neuform App and then selecting the ‘Cancel Subscription’ function. 
3.3     If you delete the Neuform App from your mobile device without first cancelling your subscription during the Trial Period, you may still be subject to any applicable Subscription Fees for the Neuform App and Services.
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4.        REGISTRATION AND ACCESS
4.1     To access and use the Neuform App and the Services, you must create and set up an account on the Neuform App (User Profile). Your User Profile will be operated by a username (User Name) and password (Password). You can change your User Name and Password at any time by accessing the User Access Portal.
4.2     To setup a User Profile on the Neuform App, you:
(a)  will be required to provide, and keep us up-to-date with, accurate registration information and Personal Information (including full name, email address, location, weight, height age/date of birth, gender, fitness level and whether you are pregnant). All Personal Information as well as the information you provide us to setup your User Profile is subject to our Privacy Policy; and
(b)  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 Neuform App and Services if you have your parents’/guardians’ permission to access and use the Neuform App and Services, and you can provide us with evidence of such permission upon request. 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 Neuform App and Services and that your parents/guardians have agreed to abide by this agreement.
4.3     You are responsible for:
(a)  maintaining control over, and the confidentiality of, your User Profile, User Name and Password;
(b)  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 Neuform App or the Services;
(c)  notifying us in writing of any unauthorised access to, or use of, your User Profile, User Name or Password; and
(d)  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.
4.4     At any time, you may edit, update, or change your User Profile by accessing the User Access Portal or by contacting Neuform support services at support@neuform.au.
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5.        YOUR OBLIGATION
5.1     When accessing and using the Neuform App and the Services, you must at all times:
(a)  obtain and maintain all hardware, software and communications equipment necessary to download, access, and use, the Neuform App and the Services;
(b)  comply with all Relevant Laws with respect to your obligations under this agreement; and
(c)  comply with all of our directions, policies and guidelines advised in writing to you or as displayed on the Neuform App from time to time.
5.2     Neuform will not be liable to you or anyone else if the Neuform App and the Services is unavailable due to reasons outside of our reasonable control, such as natural disasters, network failures or governmental actions. However, we will make reasonable efforts to restore availability as soon as practicable. From time to time, Neuform may suspend or restrict access to all, or some parts of the Neuform App and the Services.
5.3     You must not:
(a)  introduce, access, store, distribute or transmit any viruses, worms, trojans or other malicious code into the Neuform App;
(b)  violate any Neuform IP or any third party service provider’s Intellectual Property Rights;
(c)  copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute all or any portion of the Neuform App, or any other third party software that you may access or use through the Neuform App, in any way;
(d)  access all or any part of the Neuform App and/or the Services in order to build a product, service or code which competes or reproduces the Neuform App and/or the Services (in full or in part);
(e)  modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Neuform App in any way, or otherwise learn the source code or algorithms underlying the Neuform App;
(f)    license, sell, rent, lease, sub-let, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, encumber or otherwise make the Neuform App and the Services available to any third party; and
(g)  use the Neuform App or the Services for any unlawful purpose or other purpose not authorised by Neuform in writing.
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6.        USER CONTENT
6.1     When you create your User Profile and access the Neuform App and/or the Services, you will be required to provide User Content to Neuform. You will retain ownership of your User Content and you will have sole responsibility, to the extent is it within your control 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 Neuform App by you (or any Content or Third Party Products or Services displayed or published on the Neuform App 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 Neuform App. We disclaim all liability and responsibility to the extent permitted by Relevant Laws, arising from any reliance placed on such Content, User Content or Third Party Products or Services, except where such reliance is based on fraudulent misrepresentation or wilful misconduct on our part. You (and not Neuform) are solely responsible for the completeness, accuracy, reliability, legality and quality of any User Content published by you on, or via, the Neuform App.
6.2     You grant Neuform a worldwide, non-exclusive, royalty-free license 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) solely for the purpose of providing the Neuform App and Services to you, in a manner consistent with Neuform's Privacy Policy and applicable laws. This license will terminate when your User Profile is deleted or deactivated., including for the purpose of:
(a)  enabling Neuform to provide for the Neuform App and the Services to you and otherwise perform our obligations and exercise our rights under this agreement;
(b)  complying with a legal requirement, such as a law, regulation, court order, subpoena, warrant, legal proceeding or in response to a law enforcement agency request;
(c)  using usage patterns, trends, and other statistical or behavioural data derived from use of the Neuform App and/or the Services for the purposes of providing, operating, maintaining, or improving the Services, the Newform App, or our other products and services; and
(d)  sharing the User Content with an Affiliate or other third party (with whom Neuform may contract or be affiliated with from time to time) for the purposes of performing or improving the Neuform App and/or the Services.
6.3     Neuform shall use reasonable endeavours to follow our 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, to the maximum extent permitted by Relevant Laws, shall be for Neuform to use reasonable endeavours to restore the User Content that is lost or damaged, from the latest back-up of User Content, maintained by Neuform.
6.4     Neuform shall not be responsible for any Loss, destruction, alteration, corruption or disclosure of User Content caused by your acts or omissions, or the acts or omissions of other users of the Neuform App or any third party.
6.5     You agree to make your own enquiries to verify information and Content displayed on, or via, the Neuform App (including User Content and 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 Neuform App 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, except to the extent such representations and warranties are not legally excludable, that use of the Content, User Content and Third Party Products and Services will not infringe any third party’s Intellectual Property Rights.
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7.        SUBSCRIPTION FEE AND PAYMENT
1.1     We do not charge you a fee to download the Neuform App. However, if you wish to access and use Neuform App and Services, except for during the Trial Period, you must pay us the Subscription Fees and other amounts owing to us under this agreement during the Subscription Term. The Subscription Fees are payable in advance (either on a monthly or annual basis) in accordance with the Direct Debit Authority.
1.2     During the Trial Period, you will not be required to pay the Subscription Fees to access and use Neuform App and Services, but following the Trial Period, all Subscription Fees will be payable.
1.3     All Subscription Fees and any other amount owing to us under this agreement is payable in your local currency and are inclusive of any Taxes. To the maximum extent permitted by Relevant Laws and except as otherwise contemplated in this agreement, the Subscription Fees and all other amounts owing to Neuform under this agreement are non-refundable.
1.1     When setting up your User Profile, you will be offered payment options to pay the Subscription Fees. Neuform may, at our absolute discretion and with at least 30 days notice to you, chanye the payment methods that can be used to access and use the Neuform App and Services.
1.2     Payment of the Subscription Fees are made by means of direct debit in accordance with the Direct Debit Authority in clause 8. By making payment of the Subscription Fees or any other amount owing to Neuform under the agreement, you will provide Neuform’s Third Party Payment Processor with accurate and complete billing information, and you authorise Neuform and/or our Third Party Payment Processor to access your billing information (including Personal Information) for the purpose of processing your payment, in accordance with Neuform's Privacy Policy.
1.3     Neuform may increase the Subscription Fees for the provision of the Neuform App or charge additional fees to access new functions or features of the Neuform App only once per year and with at least 60 days’ written notice to you. The fee increases will come into effect in the billing cycle following the notice period. If you do not agree to these fee increases, you may at any time de-activate your User Profile or otherwise delete the Neuform App. Your explicit consent will be sought for any fee increases, and your continued use of the Neuform App and Services will not be deemed acceptance of the fee increase without such explicit consent.
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8.        DIRECT DEBIT AUTHORITY
8.1     By accepting this agreement, you authorise us to arrange for the Subscription Fees or any other amount owing to Neuform 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 Debit Authority).
8.2     You may cancel or change your Direct Debit Authority by accessing the ‘Subscription’ function in Apple Store or Google Store, before the day on which your next debit is due. If you cancel or change the Direct Debit Authority, your right to access and use the Neuform App and Services will cease at the end of the current billing cycle. 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.
8.3     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:
(a)  the transaction will be rejected and the payment will be treated as if it were never made;
(b)  your financial institution may charge you a fee and/or interest; and
(c)  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 Neuform can process the debit.
8.4     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.
8.5     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 Apple Store or Google Store as soon as possible.
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9.        INTELLECTUAL PROPERTY
9.1     You acknowledge that Neuform, or our licensors, are the owners of the Neuform App (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 Neuform App and the Services (including any modifications, enhancements of the foregoing) (collectively, Neuform IP). Accessing and using the Neuform App and the Services grants you a limited, non-exclusive, non-transferable license to use Neuform IP for personal, non-commercial purposes, but does not transfer ownership or any additional rights, titles or interests in Neuform IP to you or anyone else.
9.2     All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Neuform App and the Services will automatically vest in, and are assigned to, Neuform (Developed IP). 
9.3     Ownership of any User Content will vest in the creator of that User Content, but excluding Neuform IP and Developed IP.
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10.     OUR OBLIGATIONS
10.1  Subject to your compliance with the terms of this agreement, during the Subscription Term, Neuform shall use reasonable endeavours to provide you with access to and use of the Neuform App and the Services.
10.2  The undertaking in clause 10.1, shall not apply in the event of:
(a)  any non-conformance which is caused, or contributed, by use of the Services and the Neuform App contrary to our instructions or the terms of this agreement;
(b)  modification or alteration of the Services and the Neuform App by any party other than Neuform or our duly authorised Personnel;
(c)  the unsuitability or malfunction of the computer hardware or computer software used by you in conjunction with which the Neuform App and the Services are used;
(d)  Force Majeure Events; and
(e)  the unsuitability or malfunction of the Services when used in conjunction with any software, apps, applications, and tools supplied by a third party provider, unless such software, apps, applications, and tools have been recommended or approved by Neuform.
10.3  In the event that Neuform fails to provide you with access and use of the Neuform App and the Services in accordance with clause 10.1, Neuform shall use its best efforts to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. Notwithstanding any other provision in this agreement, this does not limit or exclude any remedies available to you under applicable law for any breach of clause 10.1.
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11.     THIRD PARTY PRODUCTS AND SERVICES
11.1  You acknowledge that the Neuform App and Services may require you to use or access Third Party Products and Services. You acknowledge that there may be risks associated with the use of these third party products and services. Neuform takes appropriate measures to ensure the safety and reliability of these third party products and services.
11.2  While we do not make any representations or commitments, we will take reasonable steps to ensure that any Third Party Products and Services integrated into the Neuform App meet our standards for safety and reliability. However, our liability or obligation in relation to the content, use, transactions, or contracts related to such Third Party Products and Services shall be limited to the extent permitted by Relevant Laws.
11.3  Neuform 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.
11.4  Neuform does not officially support, finance, or affirm the quality of any Third Party Products and Services used in conjunction with the Neuform App and Services. It is your responsibility to determine that specific products or services meet your personal or business needs and are suitable for the purposes for which they are used.
11.5  Any rights you may have to access Third Party Products and Services shall be limited to:
(a)  the extent of Newform’s ability to pass on such rights to you; or
(b)  the relevant third party licensor terms.
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12.     NO WARRANTIES
12.1  You acknowledge that Neuform are not health care providers, personal trainers or instructors, wellbeing coaches, nutritionists, dietitians or other fitness and wellbeing professionals, and we are not providing healthcare or wellbeing advice, fitness and exercise services, dietary or nutritional advice of any kind.
12.2  While any Content made available by us (and any Third Party Products and Services made available to you by third party providers) through the Neuform App are designed for users who wish to improve their fitness, diet and general wellbeing, it is not a substitute for professional fitness, wellbeing and nutritional advice, or fitness and wellbeing services. Reliance on, and use of, the Content and Third Party Products and Services is at your own risk. You understand and acknowledge that undertaking or participating in fitness exercises and training programs made available through the Neuform App involve inherent risks. It's important to use the app responsibly and under the guidance of a healthcare professional to minimize the risk of personal injury.
12.3  To the extent permitted by Relevant Laws, Neuform excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the Neuform App and the Services, except those that cannot be excluded under Relevant Laws.
12.4  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.
12.5  You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, Neuform make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency, validity or security of the Neuform App and the Services (or any Content, User Content and Third Party Products and Services generated or made available through the Neuform App and Services) and Neuform will not be liable to you or anyone else if the Neuform App or the Services becomes unavailable for any reason, including directly, or indirectly as a result of:
(a)  telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b)  negligent, malicious, wilful acts or omissions of third parties (including third party service providers) or other users;
(c)  maintenance or repairs carried out by Neuform or any third party service provider in respect of any of the systems used in connection with the provision of the Services or the Neuform App;
(d)  services provided by third parties (including internet service providers) ceasing or becoming unavailable; or
(e)  a Force Majeure Event.
12.6  You acknowledge that, to the maximum extent permitted by Relevant Laws, Neuform do not make any warranty or representation that:
(a)  your access to, and use of, the Neuform App and the Services will be uninterrupted, virus-free or error-free; and/or
(b)  the Neuform App and the Services (or any Content, User Content and/or Third Party Products and Services), will be accurate, safe, complete, reliable, current or will be suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis.
12.7  You acknowledge that your access to, and use of, the Neuform App and Services (including Content, Third Party Products and Services) may be interrupted or unavailable during scheduled or unscheduled maintenance.
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13.     LIMITATION OF LIABILITY
13.1  To the maximum extent permitted by Relevant Laws, Neuform will not be liable to you or any third party for:
(a)  any Claims or Losses (including Consequential Loss); or
(b)  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 Neuform App and Services (including Content, User Content and/or Third Party Products and Services generated or made available through the Neuform App 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.
13.2  All risk in using the Neuform App and the Services passes to you upon creating a User Profile, or otherwise using the Neuform App and the Services (whichever is earlier). Neuform assume no responsibility and Neuform 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 Neuform App and the Services.
13.3  Subject to applicable law, Neuform's total liability to you or anyone else, whether arising from warranty, contract, statute, tort (including negligence) or otherwise, shall not exceed the lesser of the amount you paid to Neuform under this agreement in the one month immediately preceding the date on which the claim giving rise to such liability arose, or $1,000 AUD.
13.4  You agree to defend, indemnify and hold Neuform, our Affiliates and our 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:
(a)  your access to, and use of, or reliance on the Neuform App or the Services (including the Content, User Content and Third Party Products and Services);
(b)  any breach of our or any third party’s Intellectual Property Rights or other rights caused by you; or
(c)  any breach by you of this agreement.
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14.     PRIVACY
14.1  All Personal Information you provide to open a User Profile and any User Content you upload, generate, share, or publish on, or via, the Neuform App, is subject to Neuform’s Privacy Policy, which is incorporated into this agreement. You warrant that, in relation to any Personal Information comprising User Content or any other information disclosed to Neuform on, or via, the Neuform App:
(a)  it has been collected in accordance with Privacy Laws;
(b)  you have the authority to upload, post, publish or otherwise transmit such information on, or via, the Neuform App; and
(c)  you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for Neuform to use, disclose, store, transfer, process or handle it.
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15.     TERMINATION 
15.1  During the Subscription Term you may terminate this agreement at any time by either:
(a)  deleting your User Profile in the ‘Account Settings’ page of the Neuform App;
(b)  emailing Neuform support services at support@neuform.au to request that your User Profile be deleted;
(c)  using the link (https://app.neuform.au/account-deletion) to delete your User Profile; or
(d)  going to the Apple ID or Google Play ‘Subscriptions’ page in the ‘Settings’ application on your mobile device, selecting the Neuform App and then selecting the ‘Cancel Subscription’ function. 
15.2  If you delete the Neuform App from your mobile device without first cancelling your subscription, you will continue to be charged the Subscription Fees for the Neuform App and Services.
15.3  Neuform may terminate the agreement by giving you at least 30 days' written notice, during which time you will continue to have access to the Neuform App and Services. At the end of the notice period, we shall provide you with a pro rata refund of the Subscription Fees for the unused portion of the Subscription Term, unless termination is due to your violation of the terms of this agreement, in which case you shall not be entitled to a refund.
15.4  You agree that Neuform may, at any time and at our sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):
(a)  your User Profile and/or the User Access Portal; and/or
(b)  the Neuform App and/or Services;
(c)  any social media pages linked to our business or the Neuform App; or
(d)  any other products and services offered on, or via the Neuform App (including Third Party Products and Services).
15.5  Cause for such suspension or termination under clause 15, may include, but are not limited to:
(a)  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;
(b)  serious or repeated breaches or violations of Neuform’s or a third party service providers’ Intellectual Property Rights;
(c)  your activities, conduct or transactions on, or, via, the Neuform App, brings, or has reasonable potential to bring, Neuform into disrepute;
(d)  your failure to pay the Subscription Fees to access and use the Neuform App (except during the Trial Period); or
(e)  requests by law enforcement or other government agencies, in compliance with relevant laws and regulations.
15.6  You agree that Neuform may suspend or terminate your access to the Neuform App in case of a serious and material breach of this agreement by you, or if you use the Neuform App in a way that is harmful to Neuform or other users, as determined by a reasonable standard. Neuform's liability in relation to any such suspension or termination will be limited as set out in this agreement.
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16.     EFFECT OF TERMINATION
16.1  Upon termination of this agreement due to any valid reason: 
(a)  Neuform will disable your User Profile and your User Content will no longer be accessible by you through the Neuform App. All information that is no longer needed will be securely destroyed or de-identified; however, Neuform may be required to retain Personal Information (including basic registration information) in accordance with documentation retention and destruction laws; and
(b)  all licences to use the Services and rights of access to the Neuform App granted under this agreement will immediately terminate.
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17.     FORCE MAJEURE
Neuform will not be liable to you (or any third party) if we are prevented from or delayed in fulfilling our obligations due to events, actions, omissions or incidents 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).
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18.     DISPUTE RESOLUTION
18.1  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.
18.2  The parties must in good faith attempt to resolve any dispute between them. 
18.3  If the dispute cannot be resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute. 
18.4  Each party must continue to perform its obligations under this agreement notwithstanding the existence of any unresolved dispute. 
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19.     UPDATES AND VARIATIONS
19.1  Neuform reserves the right to, at our discretion and, where possible or required by law, with reasonable notice, from time to time:
(a)  change, add or delete the functions, features, performance, or other characteristics of the Neuform App; or
(b)  apply or install updates to the Neuform App, or new versions of the Neuform App.
19.2  You acknowledge that the Content on the Neuform App are subject to change at any time and may be out of date at any given time. Neuform are under no obligation to:
(a)  update, correct or fix any Content, User Content, Third Party Content or errors in the Neuform App; and/or
(b)  notify you of any changes to the Content, User Content, Third Party Content or the Neuform App unless required by a Relevant Law to do so.
19.3  Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the Neuform App. Any changes are effective immediately upon posting to the Neuform App, provided that we will take reasonable steps to inform you of any significant changes to the agreement. Your continued use of Neuform App following such notification constitutes your acceptance of the changes to the agreement.
19.4  Please read this agreement before using the Neuform App as the agreement may have changed since the last time you accessed and used the Neuform App. If you do not agree to any change, then you must immediately stop using the Neuform App and the Services.
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20.     SUPPORT SERVICES
20.1  Neuform may, at our absolute discretion, provide you with customer support services during Business Hours in accordance with Neuform’s standard support services and maintenance policy (as amended from time to time).
20.2  If you require customer support services or you are having difficulties accessing and using the Neuform App, you may contact us by email at admin@neuform.au.
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21.     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.
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22.     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.
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23.     SURVIVAL
Clauses 2.1, 4.3(d), 5.2, 5.3, 6.1, 6.5, 6.4, 7, 9, 11, 12, 13, 15, 16, 17, 18, 21, 22 ,23 ,24, 25, 26, 27 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.
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24.     ASSIGNMENT
Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign or transfer any of its rights or obligations under this agreement, except that Neuform may assign, sell or transfer our rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of Neuform’s business.  We will provide you with notice of such assignment, sale or transfer.
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25.     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).
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26.     JURISDICTION AND APPLICABLE LAW
This agreement is governed by the laws of the State of Queensland, Australia, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the Courts of Queensland, Australia.
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27.     DEFINITIONS
In this agreement, the following words shall have the following meanings:
(a)  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.
(b)  Business Days means each day excluding Saturdays, Sundays and public holidays in Queensland.
(c)  Business Hours means 9:00am to 5:00pm on Business Days.
(d)  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.
(e)  Commencement Date has the meaning in clause 3.
(f)    Content means all 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 Neuform App.
(g)  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:
(i)      direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense;
(ii)     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;
(iii)    costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or
(iv)    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.
(h)  Developed IP has the meaning in clause 9.2.
(i)    Force Majeure Event has the meaning in clause 17.
(j)    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.
(k)  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.
(l)    Neuform, our, us or we refers to Chontel Pty Ltd, the owner and operator of Neuform App and Services, and where the context permits, includes our Personnel and Affiliates.
(m) Neuform App refers to the software application owned and operated by Chontel Pty Ltd, as described in clause 1.1. This includes the features and services provided through the application, as well as any related documentation and updates provided by us.
(n)  Neuform IP has the meaning given to it by clause 9.1.
(o)  Password has the meaning given to it by clause 4.1.
(p)  Personnel means any director, officer, employee, contractor or agents, of a party (in your case, includes any person acting for or on your behalf).
(q)  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.
(r)   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.
(s)  Privacy Policy means our privacy policy available on the Neuform App or Website or such other web address notified by us to you from time to time), which is incorporated into this agreement.
(t)    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.
(u)  Services has the meaning in clause 2.1.
(v)  Subscription Fees refer to the clearly disclosed and agreed upon fees that you, the user, pay to access and use the Neuform App and Services (including Third Party Products and Services) for the Subscription Term. These fees will be clearly outlined in the payment section of the Neuform App before you confirm your subscription.
(w) Subscription Term has the meaning in clause 3.
(x)  Taxes means any local taxes of any kind, including duties, levies, tariffs, charges, contribution, imposts or any similar charges (including without limitation, sales taxes, use taxes and value added taxes), whether or not similar to any in force at the Commencement Date and whether imposed by a local, municipal, governmental, state, federal or other body or authority in any of the countries to which this agreement applies.
(y)  Third Party Content means all data, content, materials and information (including text, images, graphics, logos, video and audio clips and links) that are provided by third parties or are identified as belonging to, or sourced from, third parties.
(z)  Third Party Payment Processor means Apple Pay or Google Pay or any other third party payment processor permitted by Neuform from time to time.
(aa)    Third Party Products and Services means any software, products, services or Third Party Content (including all Intellectual Property Rights contained therein) that:
(i)      are provided by third party providers or advertisers;
(ii)     interoperate with the Neuform App or Services; or
(iii)    may be identified as third party products or services. 
(bb)    Trial Period means seven consecutive days from the date you register and setup your User Profile.
(cc) User Access Portal means the self-service portal provided to you to access and use the Neuform App and the Services.
(dd)    User Content means all data, information, content, materials, images, videos and Personal Information:
(i)      uploaded to, or stored on, the Neuform App by you;
(ii)     transmitted by the Neuform App at your instigation; 
(iii)    supplied by you to Neuform for uploading to, transmission by, or storage on, the Neuform App; or
(iv)    generated by the Neuform App as a result of the use of the Services by you,
but excluding Neuform IP and Developed IP.
(ee)               User Name has the meaning in clause 4.1.
(ff)  User Profile has the meaning in clause 4.1.
(gg)    Website means the website located at www.neuform.au and any other website notified by us from time to time.
(hh)    you or your means the individual or entity that has agreed to this agreement and is accessing or using the Neuform App and Services.