1. Acceptance of Terms and Conditions
1.1 ConnectCloser (the “Application”) is operated and owned by ConnectCloser Pty Ltd (ACN 632 992 815) (“us”, “we” and “our”).
1.3 Any time you register as a user on the Application, participate in any Challenge assigned to you, communicate with us, or pay Subscription Fee you are taken to accept these Terms and Conditions.
1.4 We may amend or modify the Terms and Conditions including the frequency of Challenges assigned to you, the number of Challenges that you can undertake for free and the Subscription Fee at our sole discretion and at any time. Any amendments are effective 14 days after publication on the Application. Your continued use of the Application indicates your continued acceptance of the Terms and Conditions as modified.
1.5 These Terms and Conditions will prevail over any other terms or agreement between you and us.
2.1 In these Terms and Conditions:
Business Day means a day on which banks are open for business in the State other than a Saturday or Sunday.
Challenge means any challenge, activity, quiz-style question, game and other similar content on the Application.
ConnectCloser Content means any content that ConnectCloser makes available on or through the Application including proprietary content owned by ConnectCloser and any content licensed by ConnectCloser from a third party.GST means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)).
Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).
State means New South Wales, Australia.
Subscription Fee means the fee payable by a user that allows him or her and their partner to access the Application.
Third Party Sites means any third party website, application or service.
Uploaded Content means any content whatsoever which you upload to the Application, including but not limited to any bios, experience, descriptions, reviews, usage data, feedback, comments, chats, media.
Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.
We, we, us, our means ConnectCloser Pty Ltd (ACN 632 992 815) and its related entities or body corporates.
You, you or your mean you and any user of the Application.
3.1. Access to and use of the Application, and participation in any Challenge, is subject to you being an individual at least 18 years old and having the legal capacity to enter into binding contracts. If these conditions are not satisfied, please cease using the Application immediately.
4.1 To participate in any Challenge you will need to register yourself on the Application by completing all the required fields. Only after you become a registered member will you be assigned any Challenge.
4.2 When you register and activate your account, you will provide us with personal information such as your name, gender and email address, your partner’s name, gender and email address, length of your relationship and other details. You must ensure that this information is accurate and current. We do not accept any responsibility for incorrect information provided by you while registering on the Application.
4.3 While registering, you will create a user name and password. You are responsible for keeping this user name and password secure and are responsible for all use and activity carried out under this user name. You must not share your account credentials with any third party. We do not authorise anyone to use the service on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
4.4 You must not impersonate some other individual. In case you try to present yourself as another individual, your account may be suspended and legal action may be taken against you.
5. ConnectCloser Content
5.1 You acknowledge that the title to, and Intellectual Property Rights, in the Application and the ConnectCloser Content belong to ConnectCloser and/or its licensors or authorizing third parties.
5.2 We hereby grant you a royalty-free, non-exclusive, limited, non-transferrable license to: (i) download and use the Application; and (ii) access and view any ConnectCloser Content made available on or through the Application, solely for your personal and non-commercial use.
5.3 You acknowledge that we will suffer real and substantial damage as a result of a breach of this clause 5 and may seek injunctive relief for any actual or perceived breach and damages alone are not an adequate remedy.
6.1 Where the Application allows you to upload any Uploaded Content, you:
(a) represent and warrant to us that you have all right, title, interest and authority in the Uploaded Content;
(b) represent and warrant to us that you have the permission to use the name and likeness of each person whose image appears in any Uploaded Content in the manner contemplated by these Terms and Conditions;
(c) represent and warrant to us that the use or exploitation of Uploaded Content will not infringe the rights of any third party (including, but are not limited to, Intellectual Property Rights and privacy rights); and
(d) agree and undertake to us to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Uploaded Content to or via the Application.
6.2 It is your responsibility to back up any of Uploaded Content to your own systems. We do not guarantee that the Application will be available at all times.
6.3 You agree that we can store Uploaded Content in our servers.
6.4 To the maximum extent permitted by law, you release us and indemnify us from any Claim or Loss in relation to Uploaded Content being stored in our servers.
6.5 This clause 6 will survive termination of these Terms and Conditions.
7. Your conduct
7.1 In using the Application, you must:
(a) strictly comply with the Terms and Conditions and any associated policy displayed on the Application;
(b) obey all laws whatsoever (including international law) which may apply in respect of your use of the Application and any ConnectCloser Content and participation in any Challenge;
(c) not reproduce, modify, display, and exhibit ConnectCloser Content and/or incorporate ConnectCloser Content in other works in any media, form, or technology now known or later developed;
(d) not take any action that is likely to impose upon the Application or us (or our third-party suppliers) a disproportionately large load;
(e) not interfere with the proper working of the Application or any activities conducted via the Application, including by using any automated or manual software or process to “crawl”, “spider” or engage in similar conduct in relation to the Application;
(f) except to the extent the Copyright Act allows you to do so, not reverse engineer or otherwise seek to obtain any source code forming part of the Application;
(g) not add any Uploaded Content:
(i) unless you hold all necessary right, licences and consents to do so;
(ii) that may result in you or us breaching any law, regulation, rule, code or other legal obligation;
(iii) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, profane, in breach of confidence, in breach of privacy or harassing;
(iv) that would bring us or the Application into disrepute;.
(v) that infringes the rights of any person;.
(vi) that you know (or ought reasonably to suspect) is false, misleading, untruthful or inaccurate;
(vii) that contains unsolicited or unauthorised advertising (including junk mail or spam); or
(viii) that contains computer or software viruses, files or programs that are designed to interfere with the ordinary functions of the Application, or obtain unauthorised access to any system, information, security device belonging to us or any third party.
7.2 We reserve the right to refuse to assign you a Challenge, or allow you to participate in a Challenge on suspicion of unauthorised, fraudulent or otherwise unlawful use of the Application. Where this occurs, the account will be cancelled and any Subscription Fee paid in advance will be forfeited.
8. Participating in a Challenge
8.1 You and your partner must both be registered on the Application to participate in a Challenge.
8.2 Whichever of you or your partner complete the registration process first, the other partner will be sent an email inviting them to download the Application and register an account using the email address that invite has been sent to. Once the second partner registers an account using that email address, the two accounts will be linked together.
8.3 After the accounts are linked, both of you will receive one Challenge every day if you both complete each Challenge daily. If one or both partners do not complete a Challenge, subsequent Challenge delivery will be paused until both partners have completed the previous Challenge. After you complete a Challenge, most responses will be shared with your partner. You assume sole responsibility for and all risk arising from sharing your response with your partner. We are not responsible for any consequence arising from disclosure of your response to your partner and the use thereof by your partner.
8.4 The first 10 Challenges will be free of charge.
9. Paid Subscription
9.1 After the first 10 Challenges, you will be asked to subscribe to the Application by paying a Subscription Fee as set out on the Application to continue receiving Challenges.
9.2 One subscription will cover both partners within a couple.
9.3 Subscription Fee will be paid monthly in advance on these Terms and Conditions and specifically this clause 9. Unless otherwise stated, the Subscription Fee is inclusive of GST.
9.4 The Subscription Fee is subject to change at any time, however, any price changes will apply to subsequent billing cycles following notice of the changes to you.
9.5 Payment for Subscription Fee will be processed through the App Store or Google Play, unless indicated otherwise. You authorise us to charge the payment method associated with your account for payment of the Subscription Fee.
9.6 You remain responsible for any uncollected Subscription Fee. If payment is not successfully settled, because the payment method is declined, due to expiration, insufficient funds, or otherwise and you do not cancel your account, we may suspend your access to the services until we have successfully charged a valid payment method.
9.7 Any fee or other charges applicable on the payment of Subscription Fee shall be borne by you. You must abide by the terms and conditions of the payment processor associated with your account.
9.8 Your subscription will continue automatically until terminated. You can cancel your subscription at any time via your payment processor, and will continue to have access to our services through the end of your current billing period. To the extent permitted by law, any Subscription Fee paid to us is non-refundable and we do not provide refunds or credits should you cancel your subscription during your current billing period. Please note the subscription and any fee or other charge payable is handled directly through the payment processor, and you must take up with the payment processor directly any payment-related issues you experience in relation to the Application.
9.9 If you cancel your subscription, your account and that of your partner will automatically terminate at the end of your current billing period.
10. Third Party Sites
10.1 The Application may contain links to Third Party Sites that are owned and operated by third parties. We have no control over these external Third Party Sites, which are governed by terms and conditions and privacy policies independent of us.
10.2 You acknowledge and agree that when you access a Third Party Sites available via a link contained on the Application:
(b) we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party Third Party Site; and
(c) you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any Third Party Site available via a link on the Application.
11. Disclaimer and limitation of liability
11.1 PRIOR TO THE USE OF THE APPLICATION, WE RECOMMEND THAT YOU OBTAIN THE APPROVAL OF YOUR PARTNER. WE ASSUME NO RESPONSIBILITY FOR ANY AND ALL ACTS COMMITTED BY YOU OR YOUR PARTNER WHILE USING THE APPLICATION.
11.2 THE APPLICATION SHOULD NOT BE MISCONSTRUED AS MEDICAL ADVICE, COUNSELLING, DIAGNOSIS, OR A REPLACEMENT FOR PSYCHOTHERAPY OR COUNSELLING. IF YOU ARE FACING ISSUES IN YOUR MARRIAGE OR OTHER UNION, OBTAIN INDEPENDENT MEDICAL OR PROFESSIONAL ADVICE TO DETERMINE THE BEST COURSE OF ACTION FOR YOU.
11.3 ANY INFORMATION OR ADVICE PROVIDED ON THE APPLICATION, INCLUDING ANY INFORMATION OR ADVICE REGARDING YOUR RELATIONSHIP WITH YOUR PARTNER, HEALTH OR ANYTHING ELSE, IS OF A GENERAL NATURE ONLY. YOU ACKNOWLEDGE THAT:
(a) YOUR USE OF ANY SERVICE OR ANY ADVICE OFFERED BY US IS SOLELY AT YOUR OWN RISK.
(b) YOU AGREE THAT ANY SERVICE OR ADVICE OFFERED BY US IS NOT INTENDED TO SUBSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT;
(c) WE ADVISE YOU TO CONSULT A PROFESSIONAL FOR ALL PSYCHOLOGICAL AND/OR MEDICAL NEEDS. YOU SHOULD NOT DELAY SEEKING MEDICAL ADVICE BECAUSE OF ANY INFORMATION ON THE APPLICATION OR ANY ADVICE WE MAY PROVIDE YOU;
(d) IF ANY PSYCHOLOGIST, PSYCHIATRIST, PHYSICIAN OR OTHER MEDICAL PROFESSIONAL PROVIDES YOU WITH ANY ADVICE, YOU MUST FOLLOW THAT ADVICE. YOU SHOULD NOT DISREGARD SUCH ADVICE BECAUSE OF ANY INFORMATION ON THE APPLICATION OR ANY ADVICE WE MAY PROVIDE YOU;
(e) YOU MUST RELY ENTIRELY ON YOUR OWN ENQUIRIES AND JUDGMENT IN RELATION TO SERVICES, ANYTHING OFFERED BY US, ANY ADVICE AND ANY OTHER INFORMATION OR MATERIAL CONTAINED ON THE APPLICATION. WE DO NOT ENDORSE ANY PROCEDURES, OPINION OR INFORMATION PROVIDED ON THE APPLICATION;
(f)WE ARE NOT LIABLE FOR ANY RECKLESS OR NEGLIGENT ACT OR OMISSION BY YOU; AND
(g)IF AT ANY TIME YOU HAVE REASON TO BELIEVE THAT A CERTAIN ACT OR OMISSION IS LIKELY TO RESULT IN DAMAGE OR HARM TO ANY PERSONS OR PROPERTY, YOU MUST NOT DO THAT ACT OR OMISSION.
11.4 WE EXCLUDE ALL LIABILITY AND ALL WARRANTIES UNDER THESE TERMS AND CONDITIONS TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH THE EXCEPTION OF MANDATORY WARRANTIES PURSUANT TO ANY APPLICABLE LAWS.
11.5 OUR LIABILITY ARISING IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE APPLICATION IS LIMITED AS FOLLOWS:
(a) WE EXCLUDE ALL LIABILITY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, NON-ECONOMIC OR REMOTE LOSS, INCLUDING LOSS OF OPPORTUNITY OR BUSINESS;
(b) OUR MAXIMUM TOTAL LIABILITY ARISING IN CONNECTION WITH THESE TERMS AND CONDITIONS IS CAPPED TO THE TOTAL AMOUNT OF ANY SUBSCRIPTION FEES THAT YOU HAVE PAID US IN THE 12 MONTHS PRECEDING THE EVENT;
(c) OUR LIABILITY IS EXCLUDED TO THE EXTENT THAT YOU CONTRIBUTED TO THE LIABILITY;
(d) WE EXCLUDE ALL LIABILITY FOR ANYTHING YOU HAVE BEEN AWARE OF FOR LONGER THAN SIX MONTHS AND YOU HAVE NOT COMMENCED A CLAIM; AND
(e) OUR LIABILITY IS SUBJECT TO YOUR DUTY TO MITIGATE YOUR LOSS.
11.6 WE PROVIDE THE APPLICATION ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES AS TO CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE APPLICATION, THAT ITS SERVERS ARE FREE OF COMPUTER VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT YOU WILL NOT HAVE DISRUPTION OR OTHER DIFFICULTIES IN USING THE APPLICATION.
11.7 IN THE EVENT THAT WE TERMINATE THE APPLICATION OR YOUR ACCESS TO THE APPLICATION PURSUANT TO THESE TERMS AND CONDITIONS, YOU RELEASE US FROM ALL LIABILITY, LOSS OR CLAIMS SUFFERED BY YOU AS RESULT OF OR ARISING OUT OF SUCH TERMINATION.
11.8 ALL OF THE ABOVE SUBCLAUSES OF THIS CLAUSE 10 ARE SEPARATE AND CUMULATIVE TO ONE ANOTHER.
12. Release and Indemnity
12.1 To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
12.2 To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.
12.3 In this clause:
(a) Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
(a) Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
(a) Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates affiliates, subsidiaries, sponsors, and other third-party partners.
(a) Relevant Matter means anything in connection with:
(i) any damage to person, property, personal injury or death;
(ii) your breach of these Terms and Conditions;
(iii) any matter for which we have purported to disclaim liability for under these Terms and Conditions;
(iv) your use, misuse, or abuse of the Application; and
(v) your breach or failure to observe any applicable law.
(a) we may terminate your access to the Application at any time without giving any explanation;
(b) we may terminate these Terms and Conditions immediately by notice to you in writing if you are deemed to breach these Terms and Conditions or associated policies in any way, in our sole discretion; and
(c) Termination of these Terms and Conditions, or your access to the Application does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.
14.2 No concession, latitude or indulgence allowed by us to you may be construed as a waiver or abandonment of any of our rights under the Terms and Conditions or act as an estoppel against us.
14.3 Notices are taken to be read on the day they are received, unless they are received after 5 PM or not on a Business Day, in which case they are deemed to be received on the next Business Day. Any notice to you will be addressed to the most recent address that we have of you in our records. Any notice to us must be sent to firstname.lastname@example.org.
14.4 You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms and Conditions.
14.5 If a provision of these Terms and Conditions is invalid or unenforceable, it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
14.6 These Terms and Conditions are governed by the laws of the State and each party submits to the exclusive jurisdiction of the courts of the State and all courts of appeal therefrom.
14.7 Any waiver of any term on these Terms and Conditions by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.
14.8 The contents of these Terms and Conditions constitute the entire agreement between the parties and supersede any prior representations, understandings or arrangements made between the parties regarding the subject matter hereof, whether orally or in writing.
14.9 A provision of these Terms and Conditions which can and is intended to operate after its conclusion will remain in full force and effect – including all indemnities and releases.