Last modified: 19 August 2019
Welcome to the Springday health and wellbeing technology platform
Below is a high-level overview of the Springday health and wellbeing technology platform (Platform) Terms and Conditions, followed by the Platform Terms and Conditions. Please read the Platform Terms and Conditions relating to your use of this website and the Platform carefully.
These Terms and Conditions apply to this website and the Platform. These Terms and Conditions are legally binding upon electronic acceptance, which occurs:
- for this website, by your continued use of this website.
- for the Platform, upon you agreeing to the separate prompt you will receive on log-in.
You don’t have to pay to use the Platform, as you are given a free membership for being an employee, however if you stop working for that company you will have to cease your membership. You can cancel your membership at any time by emailing us at firstname.lastname@example.org
If you are not using the Website in accordance with our Platform Terms and Conditions, we can cancel your membership.
Please note: Springday is not a medical organisation and our staff cannot and do not give, or purport to give, medical advice or diagnosis. Nothing contained in this Website should be construed as medical advice or diagnosis. We strongly recommend that you discuss the use of the Platform and the Springday activity programs with your General Practitioner before joining as some of the activities and exercise suggestions may not be suitable for you.
The use of this Website is subject to important disclaimers, limitations of liability and indemnities, including regarding your health and which may affect your suitability to pursue any form of activity, exercise, training program or regime (“Regime”), which you should read carefully before using this Website or any Products.
If you have a question, please contact our support team on: email@example.com
Platform Terms and Conditions
By using this Website (which shall include the use of any of our products, services or offerings (“Products”), you agree to these Platform Terms and Conditions ("Terms and Conditions"). Unless inconsistent with the context:
- these Terms and Conditions are incorporated into any agreement between you and us (“Agreement”). In case of any inconsistency between these Terms and Conditions and any Agreement, the terms of the relevant Agreement prevail to the extent of the inconsistency; and
- reference to this Website includes reference to our Products.
We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms and Conditions at any time. We will provide you with notice of any changes to the Terms and Conditions via the Website or email. Your continued use of this Website following any changes constitutes your acceptance of any updated terms. If you do not agree to these Terms and Conditions, you should not use this Website and, if applicable, you should cancel your membership with us.
1. Scope of Terms and Conditions
Unless we indicate otherwise, these Terms and Conditions apply to your use of the Australian websites which are owned or operated by Springday Pty Ltd (ACN: 126 617 025) and the Affiliates of Springday Pty Ltd (collectively “Springday”, "we", "us" or "our"), including, without limitation, this Website and any other website that we may own or operate currently or in the future (collectively, the "Website"). For the purpose of these Terms and Conditions, "Affiliates" means any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, Springday, including, without limitation, their respective subsidiaries and affiliates and “You”, “you” or “your” means any person or entity that uses or purports to use this Website.
This Website and these Terms and Conditions are governed by and construed in accordance with the laws of the state of New South Wales, Australia (see clause 17 of these Terms and Conditions).
2. Terms and Conditions – General
By using this Website, you agree to be legally bound and to abide by these Terms and Conditions, just as if you had signed an Agreement containing these Terms and Conditions.
You acknowledge and agree that:
- if you do not abide by the provisions of these Terms and Conditions, or if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that this is the case, we may suspend or terminate your user account or subscriptions and/or bar any further access by you to such account or the information or files in such account, or subscriptions, or this Website (or part thereof);
- we shall not be liable to you or any third party for any termination or cancellation of, or variation of the applicable terms relating to, your access to, or use of, this Website;
- to the extent permitted by law, your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us pursuant to this provision or these Terms and Conditions, or any policies or practices adopted by us in providing this Website, including without limitation any change in content or any change in the amount or type of fees or charges associated with the Products, is to cancel or terminate your membership with us;
- we make no warranties in relation to Products and your rights with respect to any dissatisfaction with Products are, unless we agree otherwise, limited to those rights available to you under the Consumer and Competition Act 2010 (Cth), equivalent state based fair trading legislation and any other applicable statute or common law right.
In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of this Website, including, but not limited to:
- restricting the time this Website is available;
- restricting the amount of use permitted; and
- restricting or terminating your or any other user's right to use this Website.
You agree that any termination or cancellation of your access to, or use of, this Website may be affected without prior notice to you and without providing any reason for such termination.
3. Cancellation of Membership and Subscriptions
Either you or we may terminate or cancel your membership and your subscription to our Products at any time. You understand and agree that the cancellation or termination of your membership and subscription is your sole contractual right and remedy with respect to any dispute with, or breach by, us including, without limitation, any dispute or breach arising out of, or:
- these Terms and Conditions (including our enforcement or application of these Terms and Conditions);
- the Content available through this Website including any change in content provided through this Website; or
- your ability to access and/or use this Website.
You may have statutory rights related to your membership and your subscription to our Products which may not be excluded by these Terms and Conditions, including consumer guarantees imposed by the Competition and Consumer Act 2010 (Cth). Nothing in these Terms and Conditions is intended to exclude those rights.
Upon cancellation or termination of your membership and subscription to our Products, we may immediately deactivate your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files and this Website (or part thereof).
You may cancel your membership and subscription to our Products by contacting our support team at firstname.lastname@example.org by such other means as we may provide from time to time. We will attempt to process all cancellation requests within 72 hours after receipt of requests.
4. Availability of Products
The availability and use of Products may be limited based on demographic, geographic, health or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to our Products, or refuse to supply you with Products, at any time based on these criteria.
We own or our licensors own intellectual property rights in or subsisting in all content and materials published on, made available on or comprising this Website from time to time, including but not limited to information, source code and object code in software, photographs, video, text, graphics, creative suggestions, ideas, recipes, notes, drawings, articles, audio, images and other materials ("Content").
You may not distribute, exchange, modify, publish, create derivative works of, sell, transmit or in any way exploit, any Content in whole or in part. You agree to follow all instructions on this Website limiting the way you may use any of the Content. There are a number of proprietary logos, service marks and trademarks found on this Website. By making them available on this Website, Springday is not granting you any licence to utilise those proprietary logos, service marks or trademarks. Any unauthorised use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes, as well as being a breach of these Term and Conditions. If you download any Content from this Website, you may not remove any copyright or trademark notices or other notices that go with it.
6. Restrictions on Use of Materials
We grant you a non-exclusive, non-transferable, limited right to access and use this Website and the Content for your personal, non-commercial and non-public use, provided that you comply fully with the provisions of these Terms and Conditions and laws governing intellectual property rights. You understand that only you may use your user account and password, and that your subscription to our Products is only valid for your personal, non-commercial use and may not be shared with others. You agree to be financially responsible for all usage or activity of Products.
7. User Content
Subject to clause 9, we allow you to post content on the Website (“User Content”). You are solely responsible for the User Content that you post on the Website.
When you add User Content to the Site, you:
- warrant that you have all necessary rights to post the User Content;
- grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the User Content for our commercial purposes; and
- consent to any act or omission by us or authorised by us which would otherwise constitute an infringement of your moral rights, and if you add any User Content in which any third party has moral rights, you must ensure that the third party consents in the same manner.
8. Privacy and Security
We are committed to protecting your privacy and security. We collect your personal information to enable you to create a profile on the Platform and to assist you to monitor and improve your health, fitness and wellbeing. Failure to provide your personal information may prevent you from being able to use the Platform and/or our programs and Wellness Community.
Your personal information may be disclosed to your healthcare practitioner and/or insurer, where you provide consent. We may also disclose your personal information to third parties, such as service providers whom we have engaged to provide services on our behalf such as software developers and payment processors or as required by law. Some third parties may be located overseas, such as our software developers, located in the Philippines.
We may use your personal information for the purposes of marketing our products and services, for example, to send newsletters and promotional offers which may be of interest to you. If you do not wish to receive our marketing materials, you can unsubscribe by clicking the unsubscribe function in any electronic communication we send or contacting us via our details set out below.
By providing your personal information, you consent to the use of your information in this way.
9. Community Standards and Conduct Guidelines
You agree not to use this Website (including any Forums) to do, or attempt to do, any of the following (as to which you agree to accept us as sole arbiter in our absolute discretion):
- upload, post, email or otherwise transmit any postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, defamatory, invasive of another's privacy, hateful, or racially, ethnically, religiously, sexually or otherwise objectionable;
- harm, wrongly influence or threaten children in any way;
- impersonate any person or entity, including, but not limited to, a director, officer, employee, shareholder, agent or representative of Springday, our Affiliates or any other person or entity, or falsely state or otherwise misrepresent an affiliation with us, any of our Affiliates or any other person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any postings or other materials transmitted to, on or through this Website;
- upload, post, email or otherwise transmit any postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment or other contractual relationships or under non-disclosure agreements);
- upload, post, email or otherwise transmit any postings or other materials that infringe upon any patent, trademark, trade secret, moral right, copyright, right of privacy or publicity or other proprietary rights of any party;
- upload, post, email or otherwise transmit any unsolicited or unauthorised advertising or promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of commercial solicitation or promotion, except in those areas, if any, that are specifically designated for such purpose;
- upload, post, email or otherwise transmit any postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy, limit, compromise, delay or divert the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of a Forum (or other portion of this Website) are able to type, or otherwise act in a manner that negatively affects other users' ability to use any Forum;
- interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to this Website;
- intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to, any law and/or regulations having the force of law;
- "stalk" or otherwise harass another user of this Website or director, officer, employee, agent or representative of Springday or of any of our Affiliates;
- collect or store personal data or attempt to collect or store personal data about other users of this Website; or
- upload, post, email or otherwise transmit information which purport to be medical, health or weight-loss advice or advice of any other nature whatsoever.
Your right to use this Website (including the Forums) and to contribute to discussions on the Wellness Community and Forums depends on your compliance with the community standards and conduct guidelines set forth above. We may revoke your right to use all or a portion of the Website (including any Forum) and/or take any other measures that we consider appropriate to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, we may terminate, in our sole discretion and without providing any reasons, your use of, or participation in, any Wellness Community or Forum.
All Wellness Community communications, including, but not limited to, message board communications, are public and not private communications. We may monitor any areas of this Website (including any Forum) for adherence to the community standards and conduct guidelines set forth above or for any other purpose, but you agree we have no obligation or duty to do so and you release us from any such obligation or duty. You acknowledge that, by providing you with the ability to publish posts in the Forums, we are acting as a passive conduit for such publications and we are not undertaking any obligation or liability relating to any postings or activities in any Forum. Although we reserve the right to remove, without notice, any Forum posting for any or no reason, we have no obligation to delete postings that you may find objectionable or offensive.
10. Third Party Content
The Website contains content provided to us by third parties (“Third Party Content”). You will be required to agree to the terms and conditions of use and the privacy policies of each provider of Third Party Content (“Third Party Content Providers”) prior to accessing the relevant Third Party Content. All matters concerning the Third Party Content, including, but not limited to, warranties and guarantees, are solely between you and the Third Party Content Providers.
We do not monitor or make any inquiries in relation to Third Party Content. We make no warranties or representations whatsoever with regard to any Third Party Content. To the maximum extent permitted by law, you acknowledge and agree that we are not responsible or liable for, and disclaim any duty of care to you in relation to, any Third Party Content.
12. Third Party Products and Services
You may order services, merchandise or other products through this Website from other parties (collectively, the "Third Party Sellers"). All matters concerning the services, merchandise and other products promoted by or available from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. We give no advice intending to influence you to acquire services, merchandise or other products provided by Third Party Sellers. You will not consider us (and we will not be construed as):
- a party to any such transaction, whether or not we may have received some form of revenue, fee, commission, benefit or other remuneration in connection with such transaction; liable to you or any other person for any costs or damages arising out of or relating to, either directly or indirectly, such transaction; and
- as required to disclose to you or any other person any of the terms or conditions upon which we are or may become entitled to any such revenue, fee, commission, benefit or remuneration.
13. Health Disclaimer
This Website provides online training programs, expert advice, recipes, tools and content published over the Internet and is intended only to assist users in their personal Regimes. Springday is not a medical organisation and our directors, officers, employees, agents and representatives cannot and do not give, or purport to give, medical advice or diagnosis. Nothing contained in this Website should be construed as such advice or diagnosis. The information and reports generated by us and the Third Party Content Providers should not be interpreted as a substitute for medical consultation, evaluation, or treatment by a qualified medical practitioner. You are urged and advised to seek the advice of a medical practitioner before beginning any Regime. This Website is intended for use only by healthy adult individuals. Individuals who have certain health conditions, including, without limitation, people suffering from cancer, liver disease, kidney disease, renal failure, eating disorders, type 1 diabetes or who are elderly or who have a low body mass index may not be suitable candidates for undertaking any form of Regime and are specifically warned to seek professional medical advice before using this Website.
14. Disclaimers of Warranties
Please note the following disclaimers:
- the Products, Content and materials on or available through this Website are provided "as is" and, to the extent permitted by law, without warranties of any kind, either express or implied;
- we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, due care and skill, title, compatibility, security, accuracy or non-infringement in respect of any Product, Content or material on or available through this Website;
- neither Springday nor any of our Affiliates, nor any of our or their respective licensors, licensees, service providers or suppliers warrant that this Website or any function contained in this Website will be uninterrupted or error-free, that defects will be corrected, or that this Website or the servers that make this Website available, are free of viruses or other harmful components;
- any Product, Content or material downloaded or otherwise obtained through the use of this Website is downloaded or obtained at your sole risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such product, offering, content or material;
- neither Springday nor any of our Affiliates, nor any of our or their respective licensors, licensees, service providers or suppliers endorse, recommend, promote, warrant or make any representations regarding the use, benefits, risks or the results of the use of the Products, Content and materials on or available through this Website, including in relation to their correctness, accuracy, reliability, or otherwise;
- no advice or information obtained by you from our personnel or through this Website will create or be subject to any warranty not expressly provided for in these Terms and Conditions; and
- we disclaim all warranties, express or implied, for any errors or omissions, inaccuracies or incompleteness of any Content or other material contained on or available through this Website.
You may have statutory rights in relation to the Website and any Products, Content or materials on or available through the Website which may not be excluded by these Terms and Conditions, including consumer guarantees imposed by the Competition and Consumer Act 2010 (Cth). Nothing in these Terms and Conditions is intended to exclude those rights.
If the Website and any Products, Content or materials on or available through the Website are subject to statutory warranties or guarantees which may not be excluded by these Terms and Conditions, our liability for breach of such a warranty or guarantee shall be limited, to the maximum extent permitted by law, to any one or more of the following (at our option):
- in the case of goods: replacement of the goods or the supply of equivalent goods; repair of the goods; payment of the cost of replacing the goods or acquiring equivalent goods; or payment of the cost of having the goods repaired; and
- in the case of services, to either resupplying the services or payment of the cost of having the services supplied again.
15. Limitation of Liability
You acknowledge that, by undertaking any Regime, you are doing so voluntarily and you are aware that there may be risks and dangers in participating in a Regime. You are aware that your undertaking a Regime may result in serious personal injury, permanent disability or death and/or property loss and damage.
You are aware that the risks mentioned in the preceding paragraph may be caused by your own acts or omissions, the acts or omissions of others participating in a Regime or other risks not known to you or that are not readily foreseeable at the time of using this Website. You further acknowledge that this is a risk warning pursuant to relevant State and Commonwealth legislation and you agree that you assume all risks in connection with your participation in a Regime. To the extent permitted by law, Springday, its Affiliates and its and their respective directors, officers, employees, representatives and agents are not liable for the breach of any express or implied warranty that any services provided by Springday will be provided with reasonable care and skill.
You agree to participate in any Regime in a manner that is not reckless or dangerous to yourself or other people.
In the course of exercising or engaging in any recreational activities while undertaking a Regime, if you are killed or injured, Springday will not be liable except to the extent caused by our gross negligence. In this paragraph:
- gross negligence, means as defined in the warning below; and
- recreational activities, means your participation in a sporting activity or a similar leisure time pursuit or your participation in any other activity that involves a significant degree of physical exertion or physical risk and is undertaken for the purposes of recreation, enjoyment or leisure.
For recreational activities to which the Australian Consumer Law (Victoria) applies
WARNING: If you participate in these activities your rights to sue the supplier under the Australian Consumer Law and Fair Trading Act 2012 if you are killed or injured because the activities were not supplied with due care and skill or were not reasonably fit for their purpose, are excluded, restricted or modified in the way set out in or on this notice.
NOTE: The change to your rights, as set out in or on this notice, does not apply if your death or injury is due to gross negligence on the supplier's part. Gross negligence, in relation to an act or omission, means doing the act or omitting to do an act with reckless disregard, with or without consciousness, for the consequences of the act or omission. See regulation 5 of the Australian Consumer Law and Fair Trading Regulations 2012 and section 22(3)(b) of the Australian Consumer Law and Fair Trading Act 2012.
You understand and agree that, to the maximum extent permitted by law and subject to your statutory rights (including under the Competition and Consumer Act 2010 (Cth)), we and our Affiliates will not be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages (even if we have been advised of the possibility of such damages) whatsoever arising out of, or resulting from:
- the use or the inability to use this Website;
- the use of any Products;
- the use of any Content or other material on this Website or any website or websites linked to this Website;
- the cost of procurement of substitute goods and services resulting from any Products, data, information or services purchased or obtained or messages received or transactions entered into through or from this Website;
- unauthorised access to or alteration of your transmissions or data;
- statements or conduct of any third party on this Website; and
- any other matter whatsoever relating to this Website.
To the maximum extent permitted by law, you agree to release Springday, our Affiliates and our and their officers, employees, agents and representatives against all and any claim, right or cause of action however arising, whether or not presently ascertained, immediate, future or contingent which you may otherwise have for or arising out of loss of life or injury, damage or loss of any description whatsoever, whether direct, consequential or foreseeable, and howsoever caused, which you may suffer or sustain in the course of or consequent upon your participation in a Regime, use of your own or another person’s equipment, or any activity incidental to a Regime.
You agree to indemnify, hold harmless and, at our option and in accordance with our instructions and directions, defend us and our Affiliates, and our and their officers, directors, employees, agents and representatives from any and all claims, liability, damages and/or costs (including, but not limited to, reasonable lawyers' fees and expenses) arising from your improper use of this Website or our Products, your violation of these Terms and Conditions, any misrepresentation or breach of a warranty given by you in these Terms and Conditions or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.
You agree that the releases and indemnities contained in these Terms and Conditions will operate in favour of Springday, our Affiliates, and our and their officers, directors, employees, agents and representatives and will so operate whether or not the loss, injury or damage is due to or attributable to any act, neglect or omissions of any one or more of them, and we may enforce these releases and indemnities as trustee or as agent for such persons. You also agree that the releases and indemnities survive the termination or cancellation of your membership and subscription to our Products.
You acknowledge and agree that these Terms and Conditions may be pleaded as a bar to any action, suit or proceeding taken at any time by you against Springday, our Affiliates, and our and their officers, directors, employees, agents and representatives arising out of or as a consequence of your participation in a Regime, use of your own or another person’s equipment, or in any activity incidental to a Regime.
17. Governing Law and Forum
These Terms and Conditions are governed by and construed in accordance with the laws of the state of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the state or federal courts located in New South Wales.
This Website may be accessed outside of Australia. We make no representation that this Website complies with the laws of any country outside Australia. If you access this Website from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access this Website.
18. Copyright Complaints
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, terminate the rights of any user to use this Website (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact our designated agent for notice of claims of copyright infringement:
The Copyright Infringement Officer
Springday Pty Limited
PO Box 699
Milsons Point NSW 1565
If any provision of these Terms and Conditions is found to be unlawful, void, or for any reason unenforceable; that provision shall be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining terms.