Terms of Use & Service

General

1. The following Terms of Use and Service apply to the products and services provided by Podiem Pty Ltd (ACN 651 353 267).
2. In this document:
   1. “Content” means all information, personally identifiable information, data, documents and creative expressions, and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, and comments, information, data, text, software, scripts, executable files, graphics, and interactive features, any of which may be generated, provided, or otherwise made accessible on or through the Service;
   2. “End User” means any third-party user of the Service who has been contacted by us on your behalf to use the Service, and whose interaction with the Service arises directly out of this Agreement;
   3. “Administrator” means your employees, agents, contractors, directors or representative that have access to the Service on your behalf;
   4. “the Service” refers to https://podiem.io and the Podiem Software Application;
   5. the words “we”, “our”, “us” and “Podiem” refers to Podiem Pty Ltd (ACN 651 353 267), the operator of the Service and all of its related entities; and
   6. the words “you” and “your” mean both you, any entity or firm you’re authorised to represent.
3. This Terms of Use applies to and should be read in conjunction with the:
   1. Podiem Privacy Policy, which is available at https://podiem.io/privacypolicy and
   2. If you are subject to:
      1. EU Directive 95/46/EC (as transposed into domestic legislation of each member state of the European Union, and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR); and/or
      2. California Consumer Privacy Act of 2018, AB 375, and or the laws of the State of California, United States of America; and; the Podiem Data Processing Addendum, which is available at https://podiem.io/privacypolicy (collectively, the ‘Agreement’).
4. By using or accessing the Services, you agree to all the terms and conditions of the Agreement, and if you do not agree to all the terms and conditions of the Agreement you should not and are not permitted to use the Services.
5. If you are located within a member state of the European Union, or in Europe, this Agreement should be read together with the Podiem Data Processing Addendum.

Modifications

1. Podiem reserves the right in its sole discretion, to modify the Agreement at any time with notice, and by posting a revised Agreement to the Service. Together with notice, we will specify the effective date of the modifications.
2. Modifications to these Terms will take effect at the next renewal of your Subscription Term following the date specified in our notice and will automatically apply as of that renewal date unless you elect to cease the use of the Service.

Payment

1. Use of and access to the Service may be subject to a subscription fee (“Subscription Fee”), which is payable on a recurring basis.
2. Use of and access to the specific elements of the Service may be subject to a service fee (“Service Fee”), payable as described.
3. Fees are not refundable or partially refundable, except as required by law.
4. All payments received by Podiem are processed through third-party secure transaction service providers.

Privacy

1. Any information you provide to us, either intentionally or incidentally, via the Service is subject to our Privacy Policy, which governs our collection and use of your information. You agree that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information.
2. If you provide any information to us, either intentionally or incidentally about any other person through your use of the Services, including but not limited to medical or health information about that third party, you:
   1. if that third party is a minor, agree that through your use of the Services you consent to the collection and use of this information; and
   2. if that third party is a minor, give permission for that third party to consent to the collection and use of this information;
   3. if that third party is not a minor, warrant that the third party has reviewed and consents to these Terms and Conditions; and
   4. if that third party is not a minor, warrant to Podiem that the third party has reviewed and consents to the Privacy Policy.
3. We collect personal information about you in order to process your registration and provide you with services and for purposes otherwise set out in our Privacy Policy.
4. We may disclose that information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of our services and products to you.
5. We may also disclose your personal information to recipients that are located outside of your country.

Account Creation

1. In order to use the Service, you may be required to provide or authorise us to access personal details, including payment details.
2. All information provided to us must:
   1. be accurate and correct to the best of your knowledge; and
   2. not infringe on the rights of any third parties, including but not limited to, content that infringes on privacy rights or intellectual property rights, such as copyright and trademark rights.
3. You are responsible for keeping your system access passwords, tokens and other authorisations secure and are responsible for all use and activity carried out using them.

Your Compliance Obligations

1. You will provide all required disclosures to and will obtain and maintain all required consents from Administrators and End Users to authorise your compliance with the Agreement. You will provide evidence of such consent upon our reasonable request.
2. You and your use of the Services (including use by your Administrators or End Users) must comply at all times with the Agreement and any applicable laws.

Limitations of Use

1. You may not do any of the following while accessing or using the Services:
   1. access, tamper with, or use non-public areas of the Services, or the computer or delivery systems of Podiem and/or its service providers;
   2. probe, scan, or test any system or network (particularly for vulnerabilities), or otherwise attempt to breach or circumvent any security or authentication measures;
   3. access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Podiem (and only pursuant to those terms and conditions);
   4. scrape the Services, and particularly scrape Content (as defined above) from the Services, without the express prior written consent of Podiem;
   5. use the Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or e-mail headers;
   6. interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, by sending a virus to, spamming, or overloading the Services, or by scripted use of the Services in such a manner as to interfere with or create an undue burden on the Services; or
   7. take any action that may undermine the quality of information contained in the Service, the feedback systems or the rating systems used on the Service.

Intellectual Property

1. For Content uploaded by you, or given to us, for use on the Service, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual worldwide license for its use.
2. For Content uploaded by an End User to the Service or given to us by an End User for use on the Service, we grant to you a non-exclusive, transferable, sub-licensable, royalty-free, perpetual worldwide license for its use.
3. You represent and warrant that:
   1. you have obtained all necessary rights, releases, and permissions to submit all Content to the Service and to grant the rights granted to us in these Terms; and
   2. all Content and its submission and use as you authorize in these Terms will not violate
      1. any Laws,
      2. any third-party intellectual property, privacy, publicity, or other rights, or
      3. any of your or third-party policies or terms governing the Content.
4. Podiem assumes no responsibility or liability for any content uploaded by you to the Service, and you are solely responsible for the Content and the consequences of submitting and using it with the Service.
5. The Service contains material which is owned by or licensed to Podiem. This material includes, but is not limited to, the design, layout, look, appearance and graphics.
6. Reproduction of all Content that appears on the Service is prohibited, except where explicitly authorised by this Agreement.
7. All trademarks reproduced in the Service which are not the property of, or licensed to, the operator is acknowledged on the Service. Podiem and/or third parties retain ownership of all intellectual property rights in all Content.
8. Unless otherwise indicated, all materials on the Service, and the website itself, are protected by copyright, trademarks and/or other intellectual property rights. Except for the bona fide purpose of considering an invitation to treat from Podiem or as otherwise permitted by law, this site or any portion of this site may not be reproduced, duplicated, copied, sold, re-sold or otherwise exploited for any commercial purpose that is not expressly permitted by Podiem.
9. Any other use of materials on the Service without the prior express written permission of Podiem is strictly prohibited.

Indemnities

1. You will defend, indemnify, and hold us harmless (and our affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to any breach by you, or any End User, or the Agreement.
2. Podiem indemnifies and holds you harmless from and against all claims and proceedings brought by any third party against you alleging infringement of that party’s intellectual property rights by the Services, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys’ fees, in connection with the foregoing; provided that you:
   1. promptly notify us, in writing, of any such claim, suit or proceeding;
   2. cooperate reasonably with us, at our expense, in defence and settlement thereof; and
   3. allow us to control the defence and settlement thereof.
3. If any infringement claim with respect to the Service may be or has been asserted, you will allow us, at our option and expense, to:
   1. procure for you the right to continue using the Service;
   2. replace or modify the Service to eliminate the infringement while providing functionally equivalent performance; or
   3. terminate these Terms with respect to the Service in exchange for a refund of the pro-rata portion of Fees that you have actually paid to us for the utilization of the Service corresponding to periods following such termination.
4. Our obligations under this clause shall not apply to any claims based upon:
   1. any Content, materials, software or other information that have been altered by you, an End User or any party other than us;
   2. the combination of the Service with any items not provided or required by us, in writing (including in the Documentation); or
   3. use of the Service or any such materials, software or information after termination of this agreement.
5. This clause states your exclusive remedy and your sole liability in connection with any claim of infringement or misappropriation of intellectual property rights.

Disclaimer

1. The information contained on the Service is for general information purposes only. The information is provided by Podiem and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Service or the information, products, services, or related graphics contained on the Service for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
2. Podiem shall not be liable for any indirect or consequential damages and, in particular, shall accept no liability whatsoever for loss of income deriving from the use of the Services.
3. The Service may contain links to other websites and software applications. Podiem is not responsible for the availability of, or any content or material contained in, or obtained through, any such websites and software applications. Any link to another website, and reference to third-party information, products or services linked to The Service, is not, and should not be construed as, an express or implied endorsement by Podiem. Any questions or comments relating to such other websites and software applications and software applications should be addressed to the operator or operators of those websites and software applications.
4. The Service may contain content, imagery, text and other media generated by users of the Service. We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Service or the information, products, services, or related graphics contained on the Service for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
5. Every effort is made to ensure the efficient operation of the Service and Services and that the information contained within the Service is accurate at all times. However, Podiem takes no responsibility, and will not be liable for the Service becoming temporarily unavailable in the instance of technical issues or any associated problems arising from technical or other associated issues beyond our control.
6. You release Podiem and all related parties from all claims, demands and proceedings in tort, statute or in any other way arising out of my engagement of a health and/or beauty services provider, and indemnify Podiem against all liability (including liability for negligence and the negligence of others) for all injury, loss or damage arising out of any engagement under this Agreement.

Termination

1. Podiem may, in its absolute discretion and with immediate effect, terminate this Agreement and remove you from the Service.
2. Podiem may, in its absolute discretion, refuse service to any person or entity.
3. Podiem may, without notice to you and in Podiem’s sole discretion issue you a warning, restrict your activities on the Service, temporarily suspend, indefinitely suspend or terminate your login and refuse to provide services to you if:
   1. you have, or Podiem believes that you have, breached this Agreement;
   2. Podiem are unable to verify or authenticate any information you have provided via the Service;
   3. Podiem believes that your actions may cause loss or damage to or otherwise unlawfully harm you, Podiem’s users, third parties or Podiem, related bodies corporate or affiliates and its directors, employees or agents; or
   4. if Podiem reasonably believes that any of your information is incorrect, misleading, inappropriate or of an offensive nature.
4. We may refuse to process a payment if we believe there is a risk associated with it or if it breaches any law, statute, ordinance or regulation, or is may cause loss to us or our users.

Other Matters

1. If the whole or any part of any clause of this Agreement is illegal or unenforceable, it will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement.
2. This Agreement:
   1. accurately reflects the agreement between the parties as to its subject matter;
   2. records the entire agreement between the parties with respect to the subject matter of the Agreement;
   3. supersedes all prior representations and agreements in connection with that subject matter; and
   4. may only be altered in writing and signed by both parties.
3. The failure of Podiem at any time to insist on the performance of any obligation of you under this Agreement is not a waiver of its right:
   1. to insist on performance of, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; and
   2. at any other time to insist on the performance of that or any other obligation of the other party under this Agreement.
4. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.
5. This Agreement does not create a relationship of employment, agency or partnership between the parties.
6. This Agreement is governed by the laws and the Parties submit to the non-exclusive jurisdiction, of the courts of New South Wales, Australia.