Terms & Conditions
Please read this Agreement carefully before proceeding with any use of our website or Services. If you do not accept the terms and conditions of this Agreement, please exit this website and cease using the Services immediately.
By checking the “I agree” (or similar button) that is presented to you at the time of creating an account, or by using or accessing Boundlss products, you indicating your acceptance to be bound by this Agreement.
This Agreement takes effect from that date you indicate your acceptance of the Agreement or access our products, the “Effective Date”.
BETWEEN: This Agreement is between Floq Co. Pty Ltd (ACN 158 880 169), trading as “Boundlss”, and “you”, the person or entity creating an account, collectively know as “the Parties”. If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer”, “Client” or “you” means your company, and you are binding your company to this Agreement.
The Parties hereby agree as follows:
1.1. For purposes of this Agreement the Definitions as outlined on the Definitions page apply.
1.2 Unless expressed to the contrary, in this Agreement: words in the singular include the plural and vice versa; if a word or phrase is defined its other grammatical forms have corresponding meanings; “includes” means includes without limitation; no rule of construction will apply to a clause to the disadvantage of a Party merely because that Party put forward the clause or would otherwise benefit from it; a reference to a person includes a partnership, joint venture, unincorporated association or corporation; a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation; any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation; and “$”, “dollars” or “AUD” is a reference to the lawful currency of the Commonwealth of Australia.
2. Wellbeing Recommendations
2.1. No person should rely on the contents of any of the information, recommendations, products or services on this website without first obtaining advice from a qualified health professional. No person should act on any information, recommendations, products or services provided before they have formed their own opinion through investigation and research as to the suitability of the information, products or services for their circumstances.
2.2. Please note that we do not provide professional medical, diagnosis or treatment advice – we provide only information about certain health and fitness related topics. The Services are not a substitute for the advice of a medical professional, and the information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. If you require medical advice or services, you should consult a medical professional.
3. Application Licence
3.1. In consideration for payment of the monthly Subscription Fee by you for the duration of the Subscription Term, we hereby grant a non-exclusive and non-transferable licence to you to use the Application, API and Website for the duration of the Subscription Term.
3.2. The licence granted above is subject to all the limitations, requirements and conditions set out in this Agreement.
4.1. In consideration for full payment by you of the Subscription Fee by monthly instalments for the duration of the Subscription Term, we will provide the Services to you in conjunction with the Application for the duration of the Subscription Term.
4.2. The provision of Services is subject to all the limitations, requirements and conditions set out in this Agreement.
6. Registration and Account Security
When using an Account or User on Boundlss we expect you to help us maintain the security of your Account. You acknowledge and agree:
6.1. You will keep your contact information accurate and up-to-date.
6.2. You will not let others access your Account, except registered Users.
6.3. You will not share your password or do anything else that may jeopardise security.
6.4. You will not transfer your Account to anyone without first getting our written permission.
6.5. You will not impersonate another person or entity, or otherwise misrepresent your affiliation with another person or entity.
6.6. If we disable your Account, you will not create another one without our permission.
6.7. If you provide an organisation name for your Account we reserve the right to remove or reclaim it if we believe appropriate (such as when a trademark owner complains about an organisation name that does not closely relate to your actual name).
7. Additional Users
You are permitted to add multiple Users to your Account. You acknowledge and agree:
7.1. You are responsible for all activity that takes place on your Account and any associated Users.
7.2. You have full control over Users and may alter, close or end a Users access to Boundlss at any time, as well as request information related to a User’s use of Boundlss, including machine and usage information, without notifying the individual User.
7.3. You may request us to increase or decrease the number of Users, in which case you will be liable to pay us additional Subscription Fees as appropriate for the continuing number of new Users at the rates specified on our Website, within our Application, or in our Quote.
7.4. If the Website, Application or Quote specifies a limitation on the number of Users that you may authorise to use the Application and/or receive Services, then you will not allow more persons to use the Application and/or receive Services, and two individuals may not share such use.
8. Server Setup & Additional Service Fees
Fees under the “Server Setup Fee” or “Additional Services” sections of our Website, Application or Quotes will be charged in the following way:
8.1. We will invoice 50% of the Server Setup Fee stated on the Quote on receipt of the accepted and signed Quote.
8.2. We will invoice the remainder of the Server Setup Fee in the month of delivery or as otherwise agreed.
8.3. We will invoice all other Additional Service Fees in the month of delivery or as otherwise agreed.
8.4. We reserve the right to charge a cancellation Fee of 50% of the Server Setup Fee if the Agreement is cancelled prior to us beginning work.
9. Subscription Fees
Subscription Fees as designated on our our Website, Application or Quotes, will be charged in the following way. You acknowledge and agree:
9.1. Your Subscription Fees will remain fixed for the duration of the Subscription Term.
9.2. You will pay all Subscription Fees and charges as specified on our Website, Application or Quote to Floq Co. Pty Ltd.
9.3. You will pay all Subscription Fees on a monthly basis, in advance of each month of usage, for the duration of the Subscription Term.
9.4. You will not be entitled to a refund of the Subscription Fees on the ground that fewer Users have used Boundlss than anticipated.
9.5. We may automatically charge you additional Subscription Fees at the rates specified on our our Website, Application or Quote.
9.6. We may change the Fees at any time, however changes will only become effective at the end of the current Subscription Term.
9.7. We will provide you with prior notice of any change in fees to allow you to cancel your subscription prior to the end of your Subscription.
10. Automatic Renewal of Subscriptions
Unless you cancel your Subscription prior to the Subscription Renewal Date, it will automatically renew. You acknowledge and agree:
10.1. At the Subscription Renewal Date, your Subscription will be automatically renewed on the same basis for an extended period of equal length to the previous Subscription Term. On such extension, the Subscription Renewal Date will automatically be changed to become the last date of the extended period, and will renew again at the end of that period and so on.
10.2. Prior to any Subscription Renewal Date, you may notify us that you wish to receive Boundlss in a different configuration, in which event if we notify you that the modification is accepted, the Subscription will be extended accordingly.
10.3. At the time of renewal, we will charge you the then-current Fees based upon the Subscription that you have chosen.
10.4. You may cancel your Subscription at any time, by notifying us that you wish to cancel your Subscription, in which case the Subscription Fees will cease at the next Subscription Renewal Date. However you will not be entitled to a refund of any part of your Subscription Fees prior to the Subscription Renewal Date unless we agree to pay such refund.
11. Credit Cards
If you elect to pay any Fees by credit card, you acknowledge and agree:
11.1. You authorise the card issuer to pay any amounts described herein, and authorise us (or any other entity that acts as a billing agent for us), to continue charging that card (or any replacement card if the original card is renewed, lost, stolen, or changed for any reason by the card issuer) for all Fees or charges associated with your Subscription and the Agreement including any renewal Fees as described herein to your credit card account until paid in full.
11.2. Your credit card information is correct, and you will promptly notify us of any changes to your credit card information.
11.3. Any payments made by credit card are subject to a 2% processing Fee additional to the Subscription Fees or invoiced amount.
11.4. If we do not receive payment from your credit card issuer, you agree to pay all amounts due by another method if necessary.
11.5. We may suspend or cancel your Subscription, if your credit card payment cannot be processed for any reason.
12. Late Payments
If your payment is late for any reason we will charge a late payment fee. You acknowledge and agree:
12.1. Your payment is due within 14 days of the date of invoice.
12.2. We will charge a late payment fee of 5% of the invoice amount for all invoices that remain unpaid after 14 days from date of invoice.
12.3. We will charge an additional late payment fee of 5% of the invoice amount for each late 30 day period.
13. Beta Features
From time to time, we may offer new or updated Features to assess the quality and usability of these Beta Features. You acknowledge and agree:
13.1. Your use of the Beta Features is voluntary at your sole risk.
13.2. Your use of the Beta Features is governed by this Agreement.
13.3. Your use of the Beta Features does not create a legal partnership, agency, joint venture or employment relationship with us.
13.4. You may be unable to revert back to the earlier version of a given Feature once you start using a Beta Feature. In the event such reversion is possible, you may not be able to migrate data created within the Beta Feature back to the earlier version.
13.5. We may or may not provide you with technical and/or other support for the Beta Features.
13.6. We may collect and use information from your account, devices and peripherals in order to assess the usability of the Beta Features.
13.7. We have no obligation to provide a commercial version of the Beta Features, and, should such a commercial version be made available, it may have features or functionality different than that contained in the Beta Features.
14. Our Intellectual Property Rights
We have worked hard to develop Boundlss and appreciate your help in maintaining our Intellectual Property Rights. You acknowledge and agree:
14.1. We reserve all rights in Boundlss that are not expressly granted.
14.2. All Information appearing on Boundlss, including documents, screens, services, application design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Boundlss, its affiliates, or its third party licensors.
14.3. We grant you a limited, personal, non-exclusive and non-transferable licence to use and to deal with our Intellectual Property solely for your use of Boundlss, subject to all conditions and limitations stated in this Agreement.
14.4. This limited licence terminates automatically, without prior notice to you, if you breach any term of this Agreement.
14.5. That except as expressly permitted in this Agreement, you have no right to, and will not, directly or indirectly:
14.5.1. Remove any proprietary notices or labels from Boundlss.
14.5.2. Use our copyrights or trademarks or any confusingly similar marks, without our written permission.
14.5.3. Purport to distribute, pledge, assign, or otherwise transfer or encumber rights to Boundlss or our Intellectual Property.
14.5.4. Modify, edit, copy, translate, reproduce, create derivative works of, alter, enhance or in any way exploit Boundlss or any part thereof.
14.5.5. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of Boundlss.
14.6. That except for the limited rights granted here, you have no right, title or interest in Boundlss or our Intellectual Property.
14.7. Any Developed Technology produced by us while performing this Agreement, whether or not commissioned and/or paid for by you, will belong exclusively to us, and you hereby agree that the right to patent any Patentable Invention that is part of the Developed Technology will vest exclusively with us.
14.8. If we are concerned that you may be infringing our Intellectual Property Rights, we may notify you to desist from the apparently infringing activity and you must suspend that activity immediately.
15. Your Intellectual Property Rights
You own and will retain ownership all the Information you Publish on Boundlss. You acknowledge and agree:
15.1. You retain the ownership, title and all other rights to the Intellectual Property in Your Data, and hereby grant Boundlss a fee-free and royalty-free licence to deal with the Intellectual Property in Your Data for the purposes of facilitating your use of the Application and Services, subject to all conditions and limitations stated in this Agreement.
15.2. We do not assume or accept any responsibility or liability for the content, nature, use or misuse of Your Data.
15.3. We may disclose any of Your Data to the extent required by a court of law, stock exchange, governmental department or regulatory authority having jurisdiction over Boundlss or pursuant to any applicable legislation or regulation.
15.4. We can remove any of Your Data if we believe that it violates this Agreement.
16. Other People’s Intellectual Property Rights
We respect other people’s rights, and expect you to do the same. You acknowledge and agree that:
16.1. You will comply with the Privacy Act 1988 or other applicable legislation.
16.2. You will obtain people’s consent to collect their personal Information at all times.
16.3. You will not knowingly or negligently infringe the Intellectual Property Rights of a third party.
16.4. You will not knowingly or negligently cause us to infringe the Intellectual Property Rights of a third party.
16.5. You will not Publish anyone’s personal identification documents or sensitive financial information on Boundlss.
16.6. You will not Publish any Copyrighted Material without the express written consent of the copyright owner.
16.7. If you repeatedly infringe other people’s Intellectual Property Rights, we will disable your Account when appropriate.
16.8. Data may be subject to the Intellectual Property Rights of third parties, and must be used only in accordance with any applicable licences.
17. Backing Up Your Data
We will back-up Your Data every 24 hours, and keep it securely in a way that is accessible to you, including for the purposes of backing up by you. However we urge you to make backup copies of your Information before uploading it to our Servers and to regularly backup Your Data.
You acknowledge and agree:
17.1. You are solely responsible for backing up of Your Data.
17.2. We reserve the right to purge your Your Data from our Servers at any time without notice.
17.3. We will not be liable for any loss alleged to result from purging, deletion or failure to backup Your Data.
18. General Rules
You acknowledge and agree that the following prohibitions will apply to your use of Boundlss:
18.1. You will not upload viruses or other malicious code.
18.2. You will not engage in unlawful multi-level marketing, such as a pyramid scheme.
18.3. You will not send or otherwise publish unauthorised communications, such as spam.
18.4. You will not facilitate or encourage any violations of this Agreement by other persons.
18.5. You will not solicit login information or access an Account belonging to someone else.
18.6. You will not use Boundlss to do anything unlawful, misleading, malicious, or discriminatory.
18.7. You will not Publish Information that infringes someone else’s rights or otherwise violates the law.
18.8. You will not access Boundlss, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
18.9. You will not Publish Information that is hateful, threatening, pornographic, incites violence or otherwise constitutes criminal activity.
18.10. You will not do anything that could disable, overburden, or impair the proper working of Boundlss, such as a denial of service attack. You will not mislead Respondents about your ability, or lack of, to identify their identity; or maintain their anonymity.
19. System Requirements
We do our best to keep Boundlss as widely compatible with current technology as possible, but we cannot guarantee it.
19.1. You acknowledge and agree that in order to use Boundlss, a modern browser such as Internet Explorer 7+, Firefox 3+, Safari 3+ or Google Chrome 9+ is required. Additionally, a stable connection to the internet is required. Boundlss may work in a limited manner on other web browsers, but the is not designed for use on web browsers other than those recommended above.
20. Provision of the Application
We will work to keep Boundlss continuously available and ensure the amount of downtime is limited, but we cannot guarantee it. Additionally Boundlss, and any Information regarding Boundlss (made available by us or others) may include inaccuracies or errors, and is provided “as is,” “where is,” “as available,” and “with all faults.” You acknowledge and agree that:
20.1. From time to time downtime, either scheduled or unscheduled, may occur.
20.2. We will not be liable to you, or to any third party, for any modification, interruption, suspension or discontinuance of Boundlss.
20.3. We will not be liable to you, or to any third party, for the consequences or any losses alleged to result from any downtime of Boundlss.
20.4. We reserve the right to modify, interrupt, suspend, or discontinue, temporarily or permanently, Boundlss or any part of, without notice.
20.5. We will not be liable to you, or to any third party for the: loss; deletion; failure to receive, process, maintain or transmit any Information.
20.6. You are solely responsible for evaluating the accuracy, reliability, completeness, and usefulness of any Information obtained through Boundlss.
20.7. To the fullest extent permitted by law, we make no representations or warranties regarding the suitability, reliability, availability, timeliness, accuracy, quality, or lack of viruses of Boundlss.
20.8. To the fullest extent permitted by law, we hereby disclaim all warranties, express or implied, with regard to Boundlss, including any warranty of non-infringement of third party rights, and the implied warranties of merchantability and fitness for purpose.
21. Third Party Services
In so far as Boundlss is configured and designed to be used; in conjunction with; interoperate with; rely upon; and allow you to access Third Party Services, you acknowledge and agree that:
21.1. Your access to and use of any Third Party Services and Information, is governed by the terms and conditions of the third party.
21.2. We will not be liable to you, or to any third party, for the consequences or any losses alleged to result from any Third Party Services.
21.3. In the event that a licence held by us from a third party in relation to software or a product is suspended or terminated without any fault by us, and that software or product is necessary for the ongoing provision or support of Boundlss, we may suspend our provision of Boundlss, provided that we use all reasonable endeavours to find and deploy a reasonably suitable replacement for the unavailable Third Party Service.
22. Support Services
We will work within reason to provide support for all Subscribers and Users, but we cannot guarantee our response times. You acknowledge and agree that:
22.1. Support for the Services is limited to the following areas: upgrade assistance, basic usability and basic functionality.
22.2. We will determine the nature of your support enquiry for these purposes.
22.3. We will reply to support enquiries via email or phone depending on your needs, as determined by us.
22.4. We reserve the right to limit each support telephone call to half an hour and to limit each call to a single support issue or question. We cannot guarantee support response times. Our published response times are an indication only, and should be taken as such.
22.5. We may limit or terminate our support to you if you use Boundlss in an irregular, excessive, abusive or fraudulent manner.
22.6. We do not claim to be able to resolve or be responsible for connectivity or networking issues caused by Third Party Services.
23. Communication & Notifications
23.1. You acknowledge and agree that we have the right to send you communications, notices and news about Boundlss to your email address or to any alternate email address you may have provided. You can revoke your consent to receiving these communications at any time by unsubscribing from our mailing list, however we reserve the right to notify you of any issues we consider critical.
24. Limitations & Exclusions of Liability
24.1. To the extent permitted by law, in no event will we be liable for any direct, indirect, punitive, incidental, special or consequential claims, demands, damages, liabilities or costs, including damages for lost profits, lost revenue, loss of use, lost Information, or costs of cover, arising out of or in connection with your use of Boundlss, whether based on contract, tort, strict liability or any other legal theory, even if we have been advised of the possibility of such damages, including damages arising out of:
24.1.1. Any breach of this Agreement by you.
24.1.2. Any use of Boundlss by a third party using your account, whether or not authorised by you.
24.1.3. Any Information obtained through Boundlss, including Information made available by other Users of Boundlss.
24.1.4. Any delay in providing, failure to provide, or the inability to use Boundlss, where not directly caused by our negligence.
24.1.5. Any unauthorised access to or alteration of any Data sent or received or not sent or not received.
24.1.6. Any threatening, defamatory, obscene, offensive or illegal Information or infringement of a third party’s rights.
24.2. To the extent permitted by law, in the event that, notwithstanding the foregoing exclusions of liability, we are liable to you for any amounts under this Agreement on any grounds, , our total liability in respect of such amounts will be capped at a maximum of one (1) times the total amount of the relevant Subscription Fees paid by you under this Agreement.
24.3. You acknowledge and agree that, without the foregoing exclusions and limitations of liability, Boundlss would not be able to offer the Application or the Services, and that all exclusions and limitations of liability made here are reasonable in all of the circumstances, even if they may cause any of your remedies under this Agreement to become unavailable.
24.4. We are not responsible for the actions or information from third parties, and you hereby release us, our directors, officers, employees, and agents from any claims and damages, that you may have now or in the future, arising out of or in any way connected with any such actions or information.
24.5. If anyone brings a claim against us related to your actions or Information Published via Boundlss, you indemnify us and will continue to indemnify us against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such a claim.
25. Change of Control
25.1. In the event that we sell our business or Boundlss to another entity, you agree that we may assign the licence granted by this Agreement to the new owner of the business, or may sub-licence the sub-contractor, as the case may be, but only if the new owner or sub-contractor agrees to the same limitations and conditions that apply under this Agreement.
25.2. If we sub-contract another entity to perform any part of the Services, you agree that the sub-contractor may exercise all relevant rights conferred on us by this Agreement, and enforce all relevant obligations imposed on you, on our behalf.
26.1. If any provision of this Agreement is invalid or unenforceable, such provision will be deemed to be severed from this Agreement, which otherwise will remain binding upon the Parties to the fullest extent possible.
26.2. Where there is any inconsistency between the Terms and Conditions or a Quote, the Terms and Conditions will prevail.
If you violate the letter or spirit of this Agreement, infringe our Intellectual Property Rights or otherwise create risk or possible legal liability for us, we can terminate this agreement immediately. Upon termination of this Agreement:
27.1. We will stop providing all or part of Boundlss to you.
27.2. We will not be obliged to retain or return any of Your Data to you.
27.3. We will notify you by email or at the next time you attempt to access your account.
27.4. We will take any measure we reasonably deem necessary to prevent you using Boundlss any further.
27.5. You will immediately cease all use of Boundlss, and will destroy or return any copies of supporting documentation.
27.6. You will not be entitled to a refund of any Fees already paid by you.
28.1. If you are dissatisfied with any portion of Boundlss, your sole and exclusive remedy is to terminate this Agreement and discontinue using Boundlss.
29. Remedies and Disputes
29.1. Subject to clause 29.2, in the event that you materially breach this Agreement, or in the event that such a breach appears to be imminent, we will be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and legal fees incurred in seeking such remedies.
29.2. In the event that any disputes arises between the Parties in relation to the interpretation or application of this Agreement, the Parties agree that neither of the Parties may commence legal proceedings, except for applications for urgent injunctions, unless we have first attempted to resolve the dispute by negotiation in good faith, and failing such negotiation have attempted in good faith to resolve the dispute with the assistance of an independent mediator operating under a recognised code of mediation practice. If the Parties are unable to agree upon a mediator, either of the Parties may request the President of the Law Society of Western Australia to appoint one.
The application, construction and enforcement of this Agreement will be governed in all respects by the laws in force in the State of Western Australia, Australia, and the Parties submit to the exclusive jurisdiction of the courts of that State in all matters arising under this Agreement.
Each Party will bear its own costs of performing and observing their obligations under this Agreement and of the preparation of the Agreement.
32. Currency of Quotations
Quotes and associated Fees will remain current for one month from the date of issue, after which we reserve the right to alter the Quote.
This Agreement will expire five years from its date of execution or upon the expiration of any patent related to any part of Boundlss, whichever is the longer, except for all warranties, indemnities and payment obligations, and all assignments and licences of Intellectual Property Rights, which will have continuing operation.
34. Amendments to the Agreement
This Agreement may be updated from time to time by Boundlss.