Terms and Conditions

1. INTRODUCTION

  1. The CycleGuide App and the Services made available through the mobile application are owned by Melva Enterprises Pty Ltd (ACN 667 083 070) (Melva, our, us or we).

  2. By downloading, using, browsing or accessing the CycleGuide App and the Services, you acknowledge that you have read, understood and accept these CycleGuide App User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not access and use the CycleGuide App and the Services.

  3. In this agreement, you and your means the individual who accesses or uses the CycleGuide App and the Services, and whose details are listed in the Account (and includes anyone acting on your behalf or with your express or implied authority).

2. CYCLEGUIDE APP 

  1. The CycleGuide App is a mobile application that assists users of the CycleGuide App to organise, coordinate and track medical and health-related information using a calendar system (which may include but is not limited to medication taken and medication reminders, IVF cycles, medical conditions, previous medical test results, medical investigations, procedures and treatments and medical appointments and providing general health information, instructions and checklists relating to a user’s treatment or procedure) (collectively, the Services).

  2. Although Melva provides you with access to general health and medical information, instructions and checklists through the CycleGuide App and Services, Melva are not medical practitioners or other health care providers, and we are not providing you with medical or healthcare advice or medical services of any kind. The CycleGuide App is a mere online resource and tool for users who wish to organise, coordinate and track medical and health-related information (whether uploaded or submitted by you or someone else on your behalf). Our role in providing you with access and use of the CycleGuide App and the Services should be construed strictly in this context only.

  3. By downloading, accessing and using the CycleGuide App, we grant you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the CycleGuide App and the Services for the Subscription Term.

  4. You must only use the CycleGuide App and Services for personal and non-commercial purposes. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

3. SUBSCRIPTION TERM

  1. This agreement will commence on the date you download and access the CycleGuide App (Commencement Date) and shall continue until terminated in accordance with clause 15 (Subscription Term), unless you terminate the agreement during the Trial Period in accordance with clause 3.2.

  2. If you do not wish to continue to access and use the CycleGuide App and Services following the expiry of the Trial Period, you must terminate the agreement prior to the expiry of the Trial Period by selecting the ‘cancel subscription’ function in the ‘manage subscription’ page of the CycleGuide App. You will be redirected to the Apple Pay Subscription page on your mobile device and your subscription will only be terminated once you select ‘confirm’ on the Apple Pay Subscription page.

4. REGISTRATION AND ACCESS

  1. To access and use the CycleGuide App and the Services, you must:

    (a) download the CycleGuide App from the Apple Store; and

    (b) create and setup an account on the CycleGuide App (Account). Your Account will be operated by your email address (User Name) and password (Password). You can change your User Name and Password at any time by you.

  2. To setup an Account on the CycleGuide App, you:

    (a) will be required to provide, and keep us up-to-date with, accurate registration information and Personal Information (including full name or username and email address). All Personal Information as well as the information you provide to setup your Account 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 CycleGuide App and Services if you have your parents’/guardians’ permission to access and use the CycleGuide App and Services. Your continued use of the Account 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 CycleGuide App and Services and that your parents/ guardians have agreed to abide by this agreement.

  3. You are responsible for:

    (a) maintaining control over, and the confidentiality of, your Account, User Name and Password;

    (b) keeping your Account 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 CycleGuide App or the Services;

    (c) notifying us in writing of any unauthorised access to, or use of, your Account, User Name or Password; and

    (d) for all activities or transactions that occur using your Account. We are not liable for any loss or damage arising out of, or in connection with, any unauthorised access or use of, your Account, User Name and Password.

5. YOUR OBLIGATIONS

  1. When accessing and using the CycleGuide 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 CycleGuide 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 CycleGuide App from time to time.

  2.  Melva will not be liable to you or anyone else if, for any reason, the CycleGuide App and the Services is unavailable at any time or for any period. From time to time, Melva may suspend or restrict access to all, or some parts of the CycleGuide App and the Services. You are responsible for making all arrangements necessary for you to download, access and use the CycleGuide App and the Services.

  3.  You must not:

    (a) introduce, access, store, distribute or transmit any viruses, worm, trojan or other malicious code into the Melva IP or any third party service provider’s Intellectual Property Rights;

    (b) copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute all or any portion of the CycleGuide App, or any other third party software that you may access or use through the CycleGuide App, in any way;

    (c) access all or any part of the CycleGuide App and/or the Services in order to build a product, service or code which competes or reproduces the CycleGuide App and/or the Services (in full or part);

    (d) modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the CycleGuide App in any way, or otherwise learn the source code or algorithms underlying the CycleGuide App;

    (e) license, sell, rent, lease, sub-let, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, encumber or otherwise make the CycleGuide App and the Services available to any third party; and

    (f) use the CycleGuide App or the Services for any unlawful purpose or other purpose not authorised by Melva in writing.

6. USER CONTENT

  1. When you create your Account and access the CycleGuide App and/or the Services, you will be required to provide User Content to Melva. You will retain ownership of your User Content and you will have sole responsibility 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 CycleGuide App by you (or any Content or Third Party Products or Services displayed or published on the CycleGuide 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 CycleGuide App. You (and not Melva) are solely responsible for the completeness, accuracy, reliability, legality and quality of any User Content published by you on, or via, the CycleGuide App.

  2. You grant Melva a worldwide, non-revocable, non-exclusive, royalty-free and perpetual licence to use, disclose, share, reproduce, store, distribute, publish, export, adapt, edit, translate, produce derivative works from or copy, your registration information, analytics and other statistical or behavioural data derived from use of the CycleGuide App and/or the Services for any purpose, including for the purpose of:

    (a) enabling Melva to provide the CycleGuide App and the Services and otherwise perform its obligations and exercising its rights under this agreement;

    (b) informing the user of other products or services that Melva may offer from time to time or in relation to Third Party Products and Services;

    (c) complying with a legal requirement, such as a law, regulation, court order, subpoena, warrant, legal proceedings or in response to a law enforcement agency request;

    (d) providing, operating, maintaining, or improving the Services, the CycleGuide App, or our other products and services; and

    (e) sharing User Content with an Affiliate or other third party (with whom Melva may contract or be affiliated with from time to time) for the purposes of performing or improving the CycleGuide App and/or the Services.

  3. As all User Content (excluding registration information) is stored exclusively on your mobile device (and not on the CycleGuide App), you acknowledge that Melva does not back-up or archive your User Content and therefore:

    (a) you are responsible for maintaining back-ups of your User Content; and

    (b) we are not liable to you for any Loss, destruction, alteration, corruption or disclosure of User Content caused by your acts or omissions or the acts of omissions of other users of the CycleGuide App or any third party.

  4.  You agree to make your own enquiries to verify information displayed on, or via, the CycleGuide App (including 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 CycleGuide 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 that use of the Content, User Content and Third Party Products and Services will not infringe any third party’s Intellectual Property Rights.

7. SUBSCRIPTION FEE AND PAYMENT 

  1. Except for during the Trial Period, to access and use the CycleGuide App and the Services, you must pay the Subscription Fees and other amounts owing to us under this agreement during the Subscription Term. Subscription Fees are payable in advance on a monthly basis as specified on the CycleGuide App or Website.

  2. All Subscription Fees are inclusive of any goods and services taxes, and are displayed in Australian Dollars (AUD) for Australian users and in New Zealand Dollars (NZD) for New Zealand users 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 Melva under this agreement are non-refundable.

  3. When setting up your Account, you will be offered payment options to pay the Subscription Fees. Melva may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the CycleGuide App and Services at any time.

  4. Payment of the Subscription Fees are made by means of direct debit in accordance with the Direct Debt Authority in clause 8. By making payment of the Subscription Fees or any other amount owing to Melva under the agreement, you will provide Melva’s Third Party Payment Processors with accurate and complete billing information, and you authorise our Third Party Payment Processors to access your billing information (including Personal Information) for the purpose of processing your payment.

  5. Melva may increase the Subscription Fee for the provision of the CycleGuide App and the Services at any time on 30 days’ written notice to you. The fee increases will come into effect in the next billing cycle. If you do not agree to these fee increases, you may at any time delete your Account. To delete your Account, you must unsubscribe via the Apple Store. If you continue to use the CycleGuide App and Services after the fee increase has come into effect, you are assumed to have agreed to the fee increase.

8. DIRECT DEBIT AUTHORITY

  1. By accepting this agreement, you authorise us to arrange for the Subscription Fees or any other amount owing to Melva 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).

  2. You may cancel or change your Direct Debit Authority by accessing the Apple Pay Subscription’ page on your mobile device before the day on which your next debit is due. If you cancel the Direct Debit Authority, Melva will not be able to provide you with access to, and use of, the CycleGuide App and Services beyond the current billing cycle, unless you provide Melva with new Direct Debit Authority.

  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;

    (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 the Third Party Payment Processor can process the debit.

  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.

  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 ‘Apple Pay Subscription’ page on your mobile device as soon as possible.

  6. If you cancel the Direct Debit Authority, your right to access and use the CycleGuide App and Services will cease at the end of the current billing cycle. If you wish to resubscribe, you will need to create a new Account and pay the Subscription Fees prevailing at the time you create a new Account.

9. INTELLECTUAL PROPERTY

  1. You acknowledge that Melva, or our licensors, are the owners of the CycleGuide 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 CycleGuide App and the Services (including any modifications, enhancements of the foregoing) (collectively, Melva IP)). Accessing and using the CycleGuide App and the Services does not give you (or anyone else) ownership of, or any right, title or interest in Melva IP.

  2. Ownership of any User Content will vest in the creator of that User Content, but excluding Melva IP.

10. OUR OBLIGATIONS

  1. Subject to your compliance with the terms of this agreement, during the Subscription Term and Trial Period, Melva shall use reasonable endeavours to provide you with access to and use of the CycleGuide App and the Services.

  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 CycleGuide App contrary to our instructions or the terms of this agreement;

    (b) modification or alteration of the Services and the CycleGuide App by any party other than Melva 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 CycleGuide 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.

  3.  In the event that Melva fails to provide you with access and use of the CycleGuide App and the Services in accordance with clause 10.1, Melva shall use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 10.1.

11. THIRD-PARTY PRODUCTS AND SERVICES

  1. You acknowledge that the CycleGuide App and Services may require you to use or access Third Party Products and Services and that you do so solely at your own risk.

  2. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services, or any transactions completed, and any contract entered into by you, with the owner, licensor or operator of such Third Party Products and Services.

  3. Melva 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.

  4. Melva does not endorse, sponsor or approve any Third Party Products and Services used in conjunction with the CycleGuide App and Services. It is your sole responsibility to determine that specific products or services, meet your business and are suitable for the purposes for which they are used.

  5. Any rights you may have to access Third Party Products and Services shall be limited to:

    (a) the extent of Melva’s ability to pass on such rights to you; or

    (b) the relevant third party licensor terms.

12. NO WARRANTIES 

  1. You acknowledge that Melva are not medical practitioners or health care providers, and we are not providing medical or healthcare advice or health services of any kind to you. While User Content created or generated by you and Content (including Third Party Products and Services made available to you by third party providers) through the CycleGuide App are designed to provide you with general medical and health information, instructions and checklists, it is not a substitute for professional medical advice, health services or healthcare treatments. Reliance on, and use of, the Content, User Content and Third Party Products and Services is at your own risk.

  2. To the maximum extent permitted by Relevant Laws, Melva exclude all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the CycleGuide App and the Services.

  3. 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.

  4. You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, Melva make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency, validity or security of the CycleGuide App and the Services (or any Content, User Content and Third Party Products and Services generated or made available through the CycleGuide App and Services) and Melva will not be liable if the CycleGuide App or the Services, or 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, willful acts or omissions of third parties (including third party service providers) or other users;

    (c) maintenance or repairs carried out by Melva or any third party service provider in respect of any of the systems used in connection with the provision of the Services or the CycleGuide App;

    (d) services provided by third parties (including internet service providers) ceasing or becoming unavailable; or

    (e) a Force Majeure Event.

  5. You acknowledge that, to the maximum extent permitted by Relevant Laws, Melva do not make any warranty or representation that:

    (a) your access to, and use of, the CycleGuide App and the Services will be uninterrupted, virus-free or error-free; and/or

    (b) the CycleGuide App and the Services (or any Content, User Content and/or Third Party Products and Services), will be accurate, complete, reliable, current or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis.

  6. You acknowledge that your access to, and use of, the CycleGuide App and Services (including Content, Third Party Products and Services) may be interrupted or unavailable during scheduled or unscheduled maintenance.

13. LIMITATION OF LIABILITY 

  1. To the maximum extent permitted by Relevant Laws, Melva 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 CycleGuide App and Services (including Content, User Content and/or Third Party Products and Services generated or made available through the CycleGuide 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.

  2.  All risk in using the CycleGuide App and the Services passes to you upon creating an Account, or otherwise using the CycleGuide App and the Services (whichever is earlier). Melva assume no responsibility and Melva 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 CycleGuide App and the Services.

  3. To the maximum extent permitted by Relevant Laws, under no circumstances will Melva’s aggregate liability to you or anyone else, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the amount you paid to Melva under this agreement in the two months immediately preceding the date on which the Claim giving rise to such liability arose.

  4. You agree to defend, indemnify and hold Melva, 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 CycleGuide App or the Services (including the 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.

14. PRIVACY

  1. All Personal Information you provide to open an Account and any User Content you upload, generate, share, or publish on, or via, the CycleGuide App, is subject to Melva’s Privacy Policy, which is incorporated into this agreement. Melva will not share, sell or disclose your Personal Information to any third party. Any Sensitive Information you publish or upload on, or via, the CycleGuide is stored on your mobile device, and is not accessed, shared or used by Melva.

  2. You warrant that, in relation to any Personal Information comprising User Content or any other information disclosed to Melva on, or via, the CycleGuide 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 CycleGuide App; and

    (c) you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for Melva to use, disclose, store, transfer, process or handle it.

15. TERMINATION  

  1. During the Subscription Term you may terminate this agreement at any time by selecting the ‘cancel subscription’ function in the ‘manage subscription’ page of the CycleGuide App. You will be redirected to the Apple Pay Subscription page on your mobile device and your subscription will only be terminated once you select ‘confirm’ on the Apple Pay Subscription page. In this case, you will not be entitled to a pro rata refund of the Subscription Fees for the unused portion of the Subscription Term.

  2. Melva may terminate the agreement any time (without liability to you except Melva may provide you with a pro rata refund of the Subscription Fees for the unused portion of the Subscription Term) by giving you 14 days’ written notice.

  3. You agree that Melva 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 Account; and/or

    (b) the CycleGuide App and/or Services; 

    (c) any social media pages linked to its business or the CycleGuide App; or

    (d) any other products and services offered on, or via the CycleGuide App (including Third Party Products and Services).

  4. Cause for such suspension or termination under clause 15.3 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 Melva’s or a third party service providers’ Intellectual Property Rights;

    (c) your failure to pay the Subscription Fees to access and use the CycleGuide App and Services (except during the Trial Period);

    (d) your activities, conduct or transactions on, or, via, the CycleGuide App, brings, or has the capacity to bring, Melva into disrepute; or

    (e) requests by law enforcement or other government agencies. 

  5. If Melva the agreement in accordance with clauses 15.2 or 15.3, you acknowledge and agree that you are not entitled to pro rata refund of the Subscription Fees for the unused portion of the Subscription Term.

  6. You agree that all such suspensions or terminations shall be made at Melva’s sole discretion and that Melva shall not be liable to you or any third party for any such suspension or termination.

16. EFFECT OF TERMINATION 

On termination of this agreement for any reason:  

(a) Melva will revoke your Account and your User Content will no longer be accessible by you through the CycleGuide App. Melva may be required to retain Personal Information (including basic registration information) in accordance with documentation retention and destruction laws. To delete all the User Content stored on your local device, you must delete the CycleGuide App from your device; and

(b) all licences to use the Services and rights of access to the CycleGuide App granted under this agreement will immediately terminate.

17. FORCE MAJEURE

Melva will not be responsible to you (or anyone else) if we are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents 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).

18. DISPUTE RESOLUTION

  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.

  2. The parties must in good faith attempt to resolve any dispute between them.

  3. If the dispute cannot by resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute.

  4. Each party must continue to perform its obligations under this agreement notwithstanding the existence of any unresolved dispute.

19. UPDATES AND VARIATIONS

  1. Without notice to you, Melva may, at our absolute discretion, from time to time:

    (a) change, add or delete the functions, features, performance, or other characteristics of the CycleGuide App; or

    (b) apply or install updates to, or new versions of, the CycleGuide App.

  2.  You acknowledge that the Content on the CycleGuide App is subject to change at any time and may be out of date at any given time. Melva are under no obligation to:

    (a) update, correct or fix any Content or errors in the CycleGuide App; and/or

    (b) notify you of any changes to the Content or the CycleGuide App unless required by a Relevant Law to do so.

  3.  Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the CycleGuide App. Any changes are effective immediately upon posting to the CycleGuide App. Your continued use of CycleGuide App thereafter constitutes your acceptance of all such changes to the agreement.

  4. Please read this agreement before using the CycleGuide App as the agreement may have changed since the last time you accessed and used the CycleGuide App. If you do not agree to any change, then you must immediately stop using the CycleGuide App and the Services.

20. 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.
21. 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.
22. ASSIGNMENT
Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign or transfer all or any of its rights or obligations under this agreement, except that Melva may assign, sell or transfer our rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of Melva’s business.
23. 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).
24. JURISDICTION AND APPLICABLE LAW
The laws of the State of Victoria, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the Courts of Victoria, Australia.
25. DEFINITIONS
In this agreement, the following words shall have the following meanings:

(a) Account has the meaning in clause 4.1.

(b) 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.

(c) Business Days means each day excluding Saturdays, Sundays and public holidays in Victoria.

(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 3.1.

(f) Content means all:

(i) 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 CycleGuide App; and

(ii) general medical and health information, instructions and checklists.

  (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, economic or financial loss, loss of opportunity or expectation loss (including loss of medical, IVF or reproductive opportunity) wasted medical or treatment cost;

(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) CycleGuide App means the software made available through the mobile application, and used by Melva to provide you with Services, including the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the CycleGuide App.

  (i) Force Majeure Event has the meaning in clause 17.

  (j) GST means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

  (k) 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.

  (l) 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.

  (m) Melva, our, us or we has the meaning in clause 1.1, and where the context permits, includes our Personnel and Affiliates.

  (n) Melva 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 CycleGuide 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) Sensitive Information has the same meaning that it has under the Privacy Act, namely information or opinions about your health, political affiliations, sexual preferences, religious beliefs, racial or ethnic origin, criminal history or other such private information.

  (v) Services has the meaning in clause 2.1.

  (w) Subscription Fees means the fees payable by you to access and use the CycleGuide App and Services (including Third Party Products and Services) for the Subscription Term as further described on the CycleGuide App and/or Apple Store.

  (x) Subscription Term has the meaning in clause 3.1.

  (y) Third Party Products and Services means any software, products, services, content or social media platforms (including all Intellectual Property Rights contained therein) that:

(i) are provided by third party providers;

(ii) interoperate with the CycleGuide App or Services; or

(iii) may be identified as third party products or services.

  (z) Third Party Payment Processor means Apple Pay and any other a third party payment processor permitted by Melva from time to time.

  (aa) Trial Period means seven consecutive days from the date you register and setup your Account.

  (bb) User Content means all data, information, content and materials (including Personal Information, Sensitive Information and registration information):

(i) uploaded to, or stored on, the CycleGuide App by you;

(ii) transmitted by the CycleGuide App at your instigation;

(iii) supplied by you to Melva for uploading to, transmission by, or storage on, the CycleGuide App; or

(iv) generated by the CycleGuide App as a result of the use of the Services by you, but excluding Melva IP.

  (cc) User Name has the meaning in clause 4.1.

  (dd) Website means the website located at www.cycleguide.com.au and any other website notified by us from time to time.

  (ee) you or your has the meaning in clause 1.3.

 [ ]  Yes, I have read, understood and accept this agreement.