Terms of Use

COOEE TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING OUR COOEE SERVICES. BY ACCESSING OR USING OUR COOEE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE OUR COOEE SERVICES.

Introduction

Revelation Software Concepts Pty Ltd ACN 080 257 941 trading as Cooee (“we”, “us” or “our”) provides an online content creation platform through our Cooee website www.Cooee.com (“Cooee Platform”). The Platform allows for online content creation, enabling content creators (“Channel Owners”) to build, design, publish, and distribute their content, such as courses, resources, events, and other products and services to their end-user customers (“Channel Members”).

Our Cooee Platform provides each Channel Owner with a dedicated Cooee environment (known as a “Channel”) to host and offer their products and services to Channel Members. We do not own or provide any of these products or services to Channel Members, as all such products and services are independently owned and provided to Channel Members by Channel Owners. We are not a content provider or an educational institution.

Our Cooee Platform facilitates communications between Channel Owners and Channel Members. We are not responsible for any interactions between Channel Owners or Channel Members except for facilitating their communications through our Cooee Platform.

Legal Agreement

Cooee Services

These Terms of Use govern your access and use of our Cooee Platform and related services (“Cooee Services”). Our Cooee Services include all information, documents, files, text, logos, graphics, images, photographs, videos, material, software and other content (“Cooee Content”) that we upload, transmit or otherwise make available through our Cooee Services. In these Terms of Use, a reference to our Cooee Services includes our Cooee Content unless the contrary intention appears.

Agreement to be bound

By accessing or using our Cooee Services as a Channel Member or Channel Owner on your own behalf, you agree to be personally bound by these Terms of Use, which constitute a legally binding agreement between you and us that applies to all matters arising out of, or in connection with, our Cooee Services. By accessing or using our Cooee Services as a Channel Member or Channel Owner on behalf of an organisation, you agree to be bound by these Terms of Use on behalf of your organisation, and you warrant that you have full legal authority to bind your organisation to these Terms of Use, which constitute a legally binding agreement between your organisation and us that applies to all matters arising out of, or in connection with, our Cooee Services. If you do not agree to be bound by these Terms of Use, you must not access or use our Cooee Services.

Compliance with Terms of Use

When using our Cooee Services, you must at all times comply with these Terms of Use, any directions given by us, and all applicable laws. These Terms of Use include our Privacy Policy [hyperlink] and any guidelines, codes, policies or other terms and conditions provided or made available through our Cooee Services from time to time. In the event of a conflict between these Terms of Use and any other terms and conditions, these Terms of Use will prevail to the extent of the inconsistency. In these Terms of Use, the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions.

Updates of Terms of Use

We may update these Terms of Use from time to time by giving you notice of the updated Terms of Use through our Cooee Services. You will be deemed to have agreed to be bound by such updated Terms of Use by continuing to access or use our Cooee Services after we have notified you of such updated Terms of Use. You are responsible for regularly reviewing the Terms of Use which are currently available through our Cooee Services. If at any time you do not agree to these current Terms of Use, you must immediately cease accessing and using our Cooee Services.

User Registration

Customer registration

You must register on our Cooee Platform as a Channel Member to purchase courses, resources, events or other products or services from a Channel Owner. To register on our Cooee Platform as a Channel Member on your own behalf or on behalf of your organisation, you must be at least 18 years of age. If you are between 13 and 18 years of age, your parent or guardian must register on our Cooee Platform as a Channel Member on your behalf. If you are under 13 years of age, you may not register on our Cooee Platform as a Channel Member.

Channel Owner registration

You must register on our Cooee Platform as a Channel Owner to make available courses, resources, events or other products or services for purchase through our Cooee Platform by Channel Members. To register on our Cooee Platform as a Channel Owner on your own behalf or on behalf of your organisation, you must be at least 18 years of age. If you are under 18 years of age, you may not register on our Cooee Platform as a Channel Owner.

Registration information

You agree that all information including, without limitation, credit card or other payment information which you provide to us for the purpose of registering to use our Cooee Services will be accurate, complete and current. You agree to maintain the accuracy, completeness and currency of such information whilst you remain a registered user of our Cooee Services. We are not responsible for any loss or damage you suffer as a result of us or any other user or third party relying upon any such information that is not accurate, complete and current.

Registration refusal and cancellation

We reserve the right in our sole discretion to refuse to register you to use our Cooee Services for any reason including, without limitation, if you provide us with any information which is not accurate, complete and current. We may cancel your registration to use our Cooee Services if you: (i) breach these Terms of Use; (ii) attempt to register more than once; or (iii) do not log in to use our Cooee Services for more than 30 days after receiving a cancellation notice from us.

Account security

You must at all times keep secure and confidential your password for your account for our Cooee Services. You must immediately notify us and change your password if you suspect or become aware that any other person has made or may make unauthorised use of your account. You must not knowingly allow any other person to use your account to access our Cooee Services without our prior written approval. You must not use any other user’s account to access our Cooee Services. You are solely responsible for all use made of our Cooee Services when a person uses your account to access our Cooee Services.

Use of Cooee Services

Licence

Subject to you complying with these Terms of Use, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use our Cooee Services in accordance with these Terms of Use. You are solely responsible for ensuring that your use of our Cooee Services complies with these Terms of Use.

Prohibited uses

You must not: (i) copy, reproduce, adapt, modify, distribute, republish, resell, download, display, communicate or transmit in any form or by any means all or any part of our Cooee Services without our prior written approval except to the extent expressly permitted by these Terms of Use; (ii) interfere with, impair or disrupt the use of our Cooee Services by any other user; (iii) interfere with, impair or breach any security or authentication measures of our Cooee Services; (iv) use data mining, screen scraping or any similar technologies to gather or extract data from our Cooee Services without our prior written approval; (v) develop or use any third party application or other software (including APIs and AI software) that interacts with our Cooee Services without our prior written approval; (vi) reverse engineer, decompile or disassemble our Cooee Services except to the extent permitted by law; (vii) access or use our Cooee Services to distribute any virus or other harmful code; (viii) access or use our Cooee Services to impersonate (including using AI) any other person; (ix) access or use our Cooee Services for any purpose that may damage or adversely affect our business interests including, without limitation, for the purpose of operating a business which competes with our business or soliciting users to use any service which competes with our Cooee Services; (x) access or use our Cooee Services to threaten or harm any other user; (xi) access or use our Cooee Services in any way that may damage or adversely affect our reputation or goodwill or the reputation or goodwill of any other user; (xii) access or use our Cooee Services to record any other user without their consent; (xiii) access or use our Cooee Services to collect, use or disclose personal information about any other user without their consent (including sending them unsolicited email or other communications and selling their personal information); (xiv) access or use our Cooee Services in any manner that is determined by us in our sole discretion to be objectionable, inappropriate or unsuitable; (xv) access or use our Cooee Services to engage in any fraudulent or other illegal activity; or (xvi) access or use our Cooee Services otherwise than strictly in accordance with these Terms of Use.

Service availability

We may update, change, modify, alter, amend, restrict, limit, suspend, withdraw or discontinue all or any part of our Cooee Services at any time and for any reason without notice, which may affect your ability to continue to access and use our Cooee Services. Our Cooee Services may be unavailable where we perform scheduled or unscheduled repairs, maintenance or updates to our Cooee Platform.

Access fees and charges

You are responsible for paying any data usage charges and obtaining any compatible hardware or software products required by you to access and use our Cooee Services. We do not guarantee that any particular hardware or software product will be compatible with our Cooee Services or that your access to or use of our Cooee Services will be uninterrupted or error-free. If you access our Cooee Services using an application developed by a third party, you will be responsible for complying with the applicable terms and conditions of the third party.

User Content

Making available User Content

You may only use our Cooee Services to upload, transmit or otherwise make available information, documents, files, text, logos, graphics, images, photographs, videos, material, software and other content (“User Content”) that you have the right to make available including, without limitation, all necessary copyright, trade mark and other intellectual property rights. By making available any User Content through our Cooee Services, you warrant that you have the right to do so. You retain all intellectual property rights in any User Content you upload, transmit or otherwise make available using our Cooee Services.

User Content licence

You hereby grant to us a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, transferable, sublicensable licence to use, copy, reproduce, adapt, modify, alter, communicate and otherwise exploit your User Content in any form and by any means for any purpose relating to providing, improving and promoting our Cooee Services and developing new services. You represent and warrant that you have the right to grant us this licence of your User Content. Unless we are required or permitted by law to retain any of your User Content, upon the deletion of your user account we will attempt to remove your User Content, but certain residual User Content may remain.

Prohibited User Content

You must not upload, transmit or otherwise make available any User Content through our Cooee Services which: (i) is not accurate, complete and current; (ii) constitutes personal information about any other person without their consent unless otherwise expressly permitted by these Terms of Use; (iii) is defamatory, libellous, slanderous, misleading, deceptive, fraudulent, offensive, discriminatory, racist, sexist, indecent, pornographic, obscene, hateful, violent, predatory, harmful, threatening, harassing, infringing or unlawful; (iv) contains any virus or other harmful code; (v) you do not have the right to make available through our Cooee Services; (vi) infringes any third party’s rights including, without limitation, any copyright, trade mark or other intellectual property rights; (vii) is determined by us in our sole discretion to be objectionable, inappropriate or unsuitable; (viii) breaches any applicable law; or (ix) is otherwise prohibited from being made available through our Cooee Services under these Terms of Use.

Removal of User Content

You must immediately remove or, if unable to remove within 24 hours, notify us of any User Content you have uploaded, transmitted or otherwise made available through our Cooee Services upon becoming aware that the User Content is prohibited from being made available under these Terms of Use.

Rights and responsibilities for User Content

You agree that in respect of any User Content which is uploaded, transmitted or otherwise made available through our Cooee Services by you or any other user: (i) we will have the right, but not the obligation, to review and monitor the User Content before or after it is made available through our Cooee Services; (ii) we do not, and have no responsibility to, approve the User Content before or after it is made available through our Cooee Services; (iii) in our sole discretion we may at any time edit, modify, alter or remove the User Content without providing notice or any reasons; (iii) we may retain a copy of the User Content for our internal purposes; (iv) we may disclose the User Content for the purpose of assisting to resolve any dispute which arises in connection with our Cooee Services or these Terms of Use; (v) we may disclose the User Content to deal with any legal claim or if required by law; and (vi) we are not responsible for any loss or damage that you suffer as a result of any user relying on the User Content or the making available of the User Content.

Infringing User Content

You must immediately notify us if you suspect or reasonably believe that any User Content uploaded, transmitted or otherwise made available through our Cooee Services: (i) infringes any third party’s rights including, without limitation, any copyright, trade mark or other intellectual property rights; or (ii) breaches any applicable law including, without limitation, any applicable law of a country from which our Cooee Services are accessed. You agree that we may notify and cooperate with any internet service provider, law enforcement body or other third party (whether located within or outside Australia) in respect of any User Content uploaded, transmitted or otherwise made available through our Cooee Services where we suspect or reasonably believe that the making available of the User Content: (i) infringes any third party’s rights including, without limitation, any copyright, trade mark or other intellectual property rights; or (ii) breaches any applicable law including, without limitation, any applicable law of a country from which our Cooee Services are accessed. You agree that we will have no liability to you in respect of any notification or cooperation that we provide to any internet service provider, law enforcement body or other third party in respect of any User Content that you upload, transmit or otherwise make available through our Cooee Services.

Information Handling

Personal information

You agree that we may collect, hold, use and disclose your personal information in accordance with our Privacy Policy [hyperlink]. A Channel Owner may collect, store, use and disclose personal information about a Channel Member only for the purpose of providing them with any products or services purchased through our Cooee Platform from the Channel Owner. A Channel Owner must: (i) not use or disclose any personal information about a Channel Member without their express consent except for the purpose of providing them with any products or services that they have purchased through our Cooee Platform from the Channel Owner; and (ii) comply with the European Union General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA) and all other applicable regional privacy and data protection laws when doing any act or engaging in any practice in connection with our Cooee Services.

Additional information

In addition to the information required to be provided to register to use our Cooee Services, you agree to promptly provide us with any additional information that we may request at any time in connection with your use of our Cooee Services including, without limitation, identity verification details and, in the case of a Channel Owner, creditworthiness information. You agree that: (i) any additional information that you provide to us at our request will be accurate, complete and current; (ii) you will promptly update any such additional information to ensure that it remains accurate, complete and current; and (iii) we may take any steps that we consider necessary to verify any such additional information including in the case of a Channel Owner undertaking a credit check with a credit reporting agency.

Information use and disclosure

You agree that we may use and disclose your information to third parties for: (i) any purpose relating to providing our Cooee Services; and (ii) complying with our legal and regulatory obligations. You agree that we may disclose your information to: (i) an actual or potential purchaser, acquirer, financier or insurer of all or any part of our business that is responsible for providing our Cooee Services; and (ii) a body to which is transferred all or some of our functions that involve providing our Cooee Services.

Purchase of Products and Services

Customer purchases

A Channel Member may use our Cooee Platform to purchase products and services directly from a Channel Owner subject to: (i) these Terms of Use and the applicable terms and conditions of the Channel Owner notified or made available to them through our Cooee Platform; and (ii) the right of the Channel Owner to vary or cancel any of their products or services at any time.

Payment of purchase price

A Channel Member agrees that: (i) the purchase price for any products or services made available by a Channel Owner for purchase through our Cooee Platform may change at any time without notice, including as a result of any promotion or special offer; (ii) payment by them of the purchase price for the purchase of any products or services made available through our Cooee Platform will be considered to be a final, non-refundable payment made by them directly to the Channel Owner unless otherwise expressly stated in these Terms of Use; and (iii) as agent of the Channel Owner we will use a third party payment processing service to facilitate payment by them of the purchase price for the purchase of any products or services made available through our Cooee Platform.

Payment processing

A Channel Member must use a third party payment processing service to make payment for any products or services that they purchase through our Cooee Platform from a Channel Owner subject to the applicable terms and conditions of the third party payment processing service provider. We will not disclose to a Channel Owner the full credit card number, expiration date or security code used by a Channel Member to purchase any of their products or services through our Cooee Platform. We are not liable to a Channel Member for any unauthorised payment or transaction resulting from their use of any third party payment processing service. A Channel Member is responsible for raising directly with a third party payment processing service provider any disputed payment or transaction resulting from using the third party payment processing service to purchase any products or services through our Cooee Platform.

Contract formation

A Channel Member who purchases any products or services through our Cooee Platform from a Channel Owner agrees that: (i) a contract will be formed directly between them and the Channel Owner which will be deemed to include the applicable provisions of these Terms of Use and the applicable terms and conditions notified or made available to them by the Channel Owner; (ii) in the event of a conflict between the applicable provisions of these Terms of Use and the applicable terms and conditions notified or made available to them by the Channel Owner, then the applicable provisions of these Terms of Use will prevail to the extent of the inconsistency; (iii) they will be solely responsible for complying with and enforcing the terms and conditions of the contract between them and the Channel Owner; (iv) we will not be responsible for providing them with any products or services which they have purchased from the Channel Owner; and (v) we will not be liable to them for any loss or damage which they suffer as a result of any act or omission of the Channel Owner in connection with the contract between them and the Channel Owner.

Purchase orders

A Channel Member who purchases any products or services through our Cooee Platform from a Channel Owner agrees that: (i) a purchase order which they place for the purchase of any products or services will only be confirmed when we receive payment from them of the total purchase price for the products or services; (ii) they may not be provided with access to any products or services purchased until we have received payment of the total purchase price for the products or services; (iii) if their payment for the products or services is declined or refused for any reason then they must pay to us on demand any costs that we incur as a result of their payment being declined or refused; (iv) if a pricing or other system error occurs then we may cancel their purchase order and provide them with the opportunity to repurchase the products or services where applicable; and (v) if they purchased the products or services in error then we may charge them any and all costs, charges and expenses that we incur in cancelling their purchase order including, without limitation, any chargeback or transaction reversal charges that we are unable to recover from the Channel Owner. A Channel Member agrees to immediately report to us any pricing or other system error that occurs when purchasing any products or services through our Cooee Platform from a Channel Owner.

Supply of Products and Services

Products and services provided through Cooee Platform

A Channel Member who purchases any products or services through our Cooee Platform from a Channel Owner agrees that: (i) if they do not receive the products or services from the Channel Owner within any notified timeframe, then they should contact us immediately by email to [support@cooee.life]; (ii) we are not responsible for any delay or failure by the Channel Owner in providing the products or services; and (iii) we are not responsible for any loss, theft or unauthorised use of the products or services.

Product and service changes

In the event of any change to any products or services that a Channel Owner has made available for purchase through our Cooee Platform (including, without limitation, any cancellation of the products or services), then they must immediately: (i) update the terms and conditions for the products or services and make the updated terms and conditions available through our Cooee Platform; and (ii) notify all Channel Members who have purchased the products or services of the updated terms and conditions. A Channel Owner is responsible for any loss or damage suffered by a Channel Member due to any delay in notifying them of any updated terms and conditions for any products or services the Channel Owner has made available for purchase through our Cooee Platform.

Purchase terms and conditions

A Channel Owner agrees to provide a Channel Member with any products or services that the Channel Member has purchased through our Cooee Platform from them in accordance with the terms and conditions of the contract between them and the Channel Member and all applicable laws.

Refunds

Refund policy

A Channel Owner must: (i) have a refund policy consistent with these Terms of Use that applies to payments made by Channel Members for the purchase of any products or services through our Cooee Platform; (ii) ensure that their refund policy is notified or made available to Channel Members; and (iii) notify us of any refund which they have agreed to make of any payment made through our Cooee Platform by a Channel Member which will be processed by us using a third party payment processing service unless otherwise agreed between the Channel Member and us.

Customer refunds

A Channel Member must directly contact the Channel Owner from which they have purchased any products or services through our Cooee Platform to request a refund for their purchase. We do not oversee or manage the refund policies of Channel Owners. A Channel Member agrees in respect of any products or services purchased through our Cooee Platform from a Channel Owner that: (i) they will be solely responsible for obtaining from the Channel Owner any refund of the purchase price paid for the products or services unless otherwise expressly stated in these Terms of Use; (ii) they will only be able to obtain a refund of the purchase price for the products or services to the extent permitted or required by the applicable terms and conditions of the contract between them and the Channel Owner or otherwise where required by any applicable law; (iii) they will not be entitled to a refund of the purchase price for the products or services if they change their mind unless otherwise required by the applicable terms and conditions of the contract between them and the Channel Owner; and (iv) we will not be responsible for any loss, damage, cost, charge or expense directly or indirectly arising out of, or in connection with, any failure or refusal by the Channel Owner to provide them with a full or partial refund of the purchase price for the products or services purchased.

Authorised refunds

A Channel Owner irrevocably authorises us to make a refund to a Channel Member who has purchased any products or services through our Cooee Platform from them where: (i) they have requested or approved the refund being provided to the Channel Member; (ii) the products or services have been cancelled or not provided to the Channel Member; (iii) we determine in our sole discretion that it is appropriate to provide a refund where they have not notified or made available a refund policy to the Channel Member or have otherwise breached these Terms of Use; (iv) we determine in our sole discretion that the products or services were purchased in error or fraudulently by or on behalf of the Channel Member; (v) we determine in our sole discretion that the Channel Member is entitled to a refund in accordance with the Channel Owner’s refund policy or these Terms of Use; or (vi) we determine in our sole discretion that failing to provide a refund to the Channel Member would likely result in a chargeback or transaction reversal or the Channel Member otherwise having a legal claim against them or us. A Channel Owner agrees to indemnify and release us from any and all costs, charges and expenses arising out of, or in connection with, any refund that we make to a Channel Member in accordance with these Terms of Use.

Agency

Appointment

A Channel Owner hereby irrevocably appoints us as their agent for the purpose of: (i) making available on their behalf products and services for purchase through our Cooee Platform in accordance with these Terms of Use; and (ii) processing, holding, disbursing, retaining, refunding and managing payments received from Channel Members for the purchase of their products or services. A Channel Owner warrants that they have obtained all necessary permits, licences, approvals and consents required by law to make their products and services available through our Cooee Platform.

Product and service terms and conditions

A Channel Owner must ensure that all terms and conditions that apply to any products or services they make available for purchase through our Cooee Platform are consistent with these Terms of Use and notified to Channel Members.

Product and service prices and taxes

A Channel Owner must specify in [Australian dollars (including goods and services tax)] the purchase price for any products or services they make available through our Cooee Platform. A Channel Owner warrants that they are registered for all applicable taxes in their jurisdiction and will comply with all tax laws applicable in connection with the sale of their products or services through our Cooee Platform.

Payment processing

We use a third party payment processing service to process payments received from Channel Members for the purchase through our Cooee Platform of all products and services made available by Channel Owners. Upon receipt of payment from a Channel Member for the purchase of any products or services from a Channel Owner, we will provide the Channel Owner with confirmation of the purchase of their products or services. A Channel Owner agrees to indemnify and release us from any and all costs, charges and expenses arising out of, or in connection with, any chargebacks, transaction reversals or refunds in respect of any payment made by a Channel Member for the purchase of any of their products or services through our Cooee Platform. A Channel Member agrees to provide us with their response to any chargeback, transaction reversal or refund request within 24 hours of being notified of the chargeback, transaction reversal or refund request respectively.

Deemed payment receipt

A Channel Owner agrees that our receipt on their behalf of payment from a Channel Member for the purchase of any products or services will be deemed to constitute the receipt of payment by them and entitle the Channel Member to be provided with the products or services purchased notwithstanding that we have not yet released all or any part of the payment to them.

Account balance

The balance of any monies that we receive on behalf of a Channel Owner from a Channel Member for the purchase through our Cooee Platform of any products or services will be shown in their account only as an amount in respect of which they have an unsecured claim and will not represent a stored value amount.

Fees and Charges

Payment of fees and charges

A Channel Owner must pay us all fees and charges notified to them through our Cooee Services, which apply to making their products or services available for purchase through our Cooee Platform. We may change these fees and charges at any time by notifying Channel Owners of new fees and charges through our Cooee Services.

Overdue payments

All fees and charges will be due and payable by a Channel Owner immediately upon receiving our invoice. A Channel Owner agrees to pay us interest on any fees or charges due and not paid within the time required by these Terms of Use at the [maximum corporate overdraft rate of the Commonwealth Bank of Australia (or any replacement overdraft rate)] from receipt of any late payment notice until the amount is paid in full.

Deductions

A Channel Owner agrees that before we release to them any monies which we hold on their behalf, we may deduct from such monies: (i) the amount of any fees and charges which are due and payable to us by them; (ii) the amount of any and all costs, charges and expenses arising out of, or in connection with, any chargebacks, transaction reversals or refunds in respect of any payments made by Channel Members for the purchase of any of their products or services through our Cooee Platform; and (iii) the amount of any taxes required to be paid, collected or remitted by us in connection with any payments made by Channel Members for the purchase of any of their products or services through our Cooee Platform.

Retention

A Channel Owner agrees that we may retain a proportion as determined by us in our sole discretion of any payments that we receive from Channel Members on their behalf for the purchase through our Cooee Platform of any of their products or services: (i) for the purpose of dealing with any disputed payments or transactions, chargebacks, transaction reversals, refunds or complaints; and (ii) to otherwise ensure compliance with these Terms of Use.

Release of payments

A Channel Owner agrees that our obligation to make any payment to them is subject to us receiving payment on their behalf from a Channel Member for the purchase through our Cooee Platform of their products or services. We may not release any amount that we have received on behalf of a Channel Owner from a Channel Member for the purchase of any of their products or services through our Cooee Platform until after they have provided us with satisfactory evidence that they are entitled to the payment in accordance with the applicable terms and conditions of the contract between them and the Channel Member. A Channel Owner must provide us with satisfactory evidence that they are entitled to any payment that we have received on their behalf from a Channel Member for the purchase of any of their products or services through our Cooee Platform within 7 days of receiving a request from us for such evidence.

Prohibited use

A Channel Owner must not avoid or attempt to avoid paying all or any part of any fees or charges that would otherwise be payable to us for their use of our Cooee Services by making any of their products or services available for purchase through our Cooee Platform and completing all or any part of the purchase of their products or services independently from our Cooee Platform.

Intellectual Property Rights

Ownership of intellectual property rights

We are the owner or licensee of all intellectual property rights (including, without limitation, all copyright, patents, trade marks, design rights, trade secrets, know-how and other rights of a similar nature existing anywhere in the world) in our Cooee Platform and other Cooee Services. You acquire no rights or licences in respect of our Cooee Platform or other Cooee Services except as expressly provided in these Terms of Use.

Suggestions, ideas and feedback

You hereby assign to us all intellectual property rights (including, without limitation, all copyright, patents, trade marks, design rights, trade secrets, know-how and other rights of a similar nature existing anywhere in the world) and any other rights, title or interest in all suggestions, ideas and feedback that you provide to us in connection with our Cooee Platform or other Cooee Services. We may use all suggestions, ideas and feedback you provide to us in connection with our Cooee Platform or other Cooee Services in any manner and for any purpose without notice or paying any compensation to you.

Liability

Services disclaimer

Although we strive to maintain the quality and availability of our Cooee Services, our Cooee Services are provided on an “as is” and “as available” basis as unforeseen issues may occur. We do not give any representation, warranty or guarantee regarding the availability, reliability, quality, accuracy, completeness, currency, timeliness or suitability of our Cooee Services or that our Cooee Services will be uninterrupted, error-free or free from viruses or other harmful code. To the full extent permitted by law, you use our Cooee Services entirely at your own risk.

Third party services and content

We have no responsibility for any third party websites, applications, services or content linked to from our Cooee Services. You use any third party websites, applications, services or content linked to from our Cooee Services solely at your own risk and subject to the terms and conditions of the third party service provider. We do not endorse or sponsor any third party website, application, service or content by reason only of providing a link from our Cooee Services. We may at any time remove a link to any third party website, application, service or content linked to from our Cooee Services.

Implied terms

To the full extent permitted by law, we expressly exclude any condition, representation or warranty which would otherwise be implied (whether by law or otherwise) in these Terms of Use including, without limitation, any implied warranties of merchantability, fitness for a particular purpose or non-infringement of any third party’s rights. Where any condition, warranty or representation is implied (whether by law or otherwise) in these Terms of Use which cannot lawfully be excluded then our liability for any breach of such condition, warranty or representation will be limited at our option to resupplying the services, paying the cost of resupplying the services, or otherwise to the full extent permitted by law.

Liability exclusion

To the full extent permitted by law, we will not be liable to you for or in respect of any and all: (i) loss of data, profit, opportunity, revenue, income, production or management time, or loss of, or damage to, reputation or goodwill; (ii) personal injury or property damage arising out of, or in connection with, any use of our Cooee Services even if we have been advised of the possibility of such injury or damage; (iii) losses, damages, costs, charges, expenses or liabilities of any kind or nature whatsoever not directly, or naturally in the usual course of things, arising out of, or in connection with, a breach by us of these Terms of Use (including, without limitation, consequential, special or indirect losses, damages, costs, charges, expenses or liabilities of any kind or nature whatsoever); (iv) losses, damages, costs, charges, expenses or liabilities of any kind or nature whatsoever directly or indirectly arising out of, or in connection with, your access or use, inability to access or use, or your reliance on, our Cooee Services; (v) claims, actions, demands, proceedings, losses, damages, costs, charges, expenses or liabilities of any kind or nature whatsoever directly or indirectly arising out of, or in connection with, any act or omission of any other user or third party not under our direct control including, without limitation, any act or omission of any other user or third party relating to any products or services received or provided by you through our Cooee Services, or any act or omission of any other user or third party relating to any User Content made available by you or any other user through our Cooee Services; and (vi) failure or delay in performing any obligation under these Terms of Use due to any circumstances beyond our reasonable control including, without limitation, acts of God, natural disasters, weather events, fires, epidemics, pandemics, power failure, internet or other communications outage, service interruption, third party supplier failure, virus or other harmful code, denial of service or other cyber-attack, acts or orders of government, acts of war, terrorism, embargoes, insurrection, strikes, labour disputes and riots or other acts of civil disorder.

Channel Member liability

To the full extent permitted by law, our total aggregate liability to a Channel Member for all losses, damages, costs, charges, expenses and liabilities arising out of, or in connection with: (i) in the case of a particular product or service which they have purchased through our Cooee Platform from a Channel Owner – the amount that we have received from the Channel Owner in respect of their purchase of the product or service; and (ii) in all other cases – the total aggregate amount that we have received from all Channel Owners in respect of their purchase of any products or services during the previous period of twelve (12) months.

Channel Owner liability

To the full extent permitted by law, our total aggregate liability to a Channel Owner for all losses, damages, costs, charges, expenses and liabilities arising out of, or in connection with: (i) in the case of a particular product or service which they have made available for purchase through our Cooee Platform – the amount that we have received from them in respect of the making available of the product or service; and (ii) in all other cases – the total aggregate amount that we have received from them in respect of any products or services which they have made available for purchase through our Cooee Platform during the previous period of twelve (12) months.

Indemnity

You irrevocably and unconditionally agree to indemnify and release us (including our officers, employees, agents and contractors) from any and all claims, actions, demands, proceedings, losses, damages, costs, charges, expenses and liabilities of any kind or nature whatsoever (including, without limitation, legal costs on a full indemnity basis) directly or indirectly arising out of, or in connection with: (i) any breach by you of these Terms of Use; (ii) your access or use, or attempted access or use, of our Cooee Services; (iii) any breach by you of any applicable law or the rights of any other user or third party; or (iv) any claim made against us by any other user or third party as a result of your access or use of our Cooee Services.

Non-excludable rights

Nothing in these Terms of Use excludes, restricts or modifies any non-excludable right or remedy that you have under any applicable law. Any disclaimer, exclusion or limitation contained in these Terms of Use will apply only to the full extent permitted by any applicable law.

Disputes

Dispute resolution

Any dispute between you and any other user or between you and us that arises in connection with our Cooee Services or these Terms of Use must be resolved in good faith in accordance with the following dispute resolution procedures, except that we may seek injunctive or other equitable relief from a court to prevent the actual or threatened infringement of our intellectual property rights or other proprietary rights in relation to our Cooee Services.

Dispute notice

If a dispute arises in connection with our Cooee Services or these Terms of Use, then the party claiming that the dispute has arisen must give notice of the dispute to the other party within 48 hours of the dispute arising with details of: (i) the nature of the dispute; (ii) the desired resolution of the dispute; and (iii) the action required to settle the dispute. The parties to a dispute must use their best endeavours to resolve the dispute within 14 days (unless another period is agreed in writing between the parties) of a dispute notice being received by a party to the dispute.

Cooee assistance

If you and any other user of our Cooee Services are unable to resolve a dispute within 7 days (unless another period is agreed in writing between you and the other user) of a dispute notice being given or received by you, then you may refer the dispute to us by email to [support@cooee.life] so that we may assist the parties to resolve the dispute. If you are a party to a dispute that is referred to us, then you: (i) must promptly provide us with all information that we request to allow us to assist with the resolution of the dispute; and (ii) agree to take any action which we determine to be appropriate to resolve the dispute. You agree that we will not be required to make a binding decision in respect of any dispute arising between you and another user of our Cooee Services unless otherwise expressly stated in these Terms of Use.

Mediation

If the parties to a dispute are unable to resolve the dispute within 14 days (unless another period is agreed in writing between the parties) of a dispute notice being received by a party to the dispute (whether or not the dispute has been referred to us to assist with its resolution) then the parties may agree to submit the dispute to mediation which must be conducted in accordance with, and subject to, the Resolution Institute Mediation Rules by a mediator agreed by the parties or, failing agreement, appointed by the Chair of Resolution Institute, (ACN 008 651 232, Level 2, 13-15 Bridge Street, Sydney NSW 2000; telephone: 02 9251 3366, email: infoaus@resolution.institute) (“Resolution Institute”).

Arbitration

If a dispute is not able to be resolved by mediation or the parties to the dispute do not agree to submit the dispute to mediation within 28 days (unless another period is agreed in writing between the parties) of a dispute notice being received by a party to the dispute (whether or not the dispute has been referred to us to assist with its resolution) then the dispute shall be submitted to arbitration which must be conducted in accordance with, and subject to, the Resolution Institute Arbitration Rules by an arbitrator agreed by the parties or, failing agreement, appointed by the Chair of Resolution Institute.

Indemnity

Confidentiality

A party to a dispute must not disclose to any third party any information relating to the dispute or any mediation or arbitration of the dispute without the prior written consent of the other party to the dispute except where the disclosure is: (i) expressly permitted under these Terms of Use; (ii) necessary for the purpose of mediation or arbitration respectively of the dispute; or (iii) required by law.

Individual actions

To the extent permitted by law, you must only seek to resolve any dispute that arises in connection with our Cooee Services or these Terms of Use on an individual basis and not as a member of any class or representative action.

Time period

You agree that any cause of action or claim you may have against us must be brought within one year after you become aware, or should reasonably have become aware, of the cause of action or claim, otherwise the cause of action or claim will be barred.

Termination and Breach

Termination by account deletion

A Channel Member may terminate these Terms of Use by deleting their account for our Cooee Services. A Channel Owner may terminate these Terms of Use by deleting their account for use of our Cooee Services provided that they: (i) no longer have any products or services available for purchase through our Cooee Services; (ii) have completed providing all products or services purchased through our Cooee Platform by Channel Members; and (iii) are not a party to any unresolved dispute with any other user which has arisen in connection with our Cooee Services or these Terms of Use.

Breach remedies

If you breach any of these Terms of Use, then we may, in our sole discretion, do any one or more of the following: (i) immediately terminate, suspend or restrict your use of all or any part of our Cooee Services including, without limitation, cancelling your user registration and deleting your account for the use of our Cooee Services; (ii) immediately terminate these Terms of Use; and (iii) institute legal proceedings to recover from you any loss or damage that we suffer as a result of your breach of these Terms of Use. These Terms of Use will be deemed terminated if we cancel your registration or delete your account for use of our Cooee Services for any reason. We may terminate these Terms of Use at any time in our sole discretion by giving you 30 days’ notice.

Effect of termination, suspension and restriction

Any termination, suspension or restriction of your use of our Cooee Services (including, without limitation, any cancellation of your registration or deletion of your account for use of our Cooee Services) or termination of these Terms of Use will not affect any of our previously accrued rights or remedies under these Terms of Use. If these Terms of Use are terminated for any reason, then the provisions of these Terms of Use with the headings Introduction, Legal Agreement, User Content, Information Handling, Supply of Products and Services, Refunds, Fees and Charges, Intellectual Property Rights, Liability, Disputes, Termination and Breach, and General, and any other provisions of these Terms of Use which are capable of having effect after such termination will survive and remain in full force and effect following such termination.

General

Linking requirements

You may link to any User Content made available by a Channel Owner provided that you have obtained their consent. You may link to our Cooee Services (excluding User Content) provided the link accurately indicates that it is to our Cooee Services, and we have not requested you to remove the link. In our sole discretion, we may determine that any link to any User Content or our Cooee Services is misleading or otherwise inappropriate and request you to remove the link. If you do not immediately comply with a request by us to remove a link to any User Content or our Cooee Services then you must indemnify us against any and all costs, charges and expenses (including, without limitation, legal costs on a full indemnity basis) that we incur in having the link removed.

Notices

We may give you notice under these Terms of Use by providing or making available to you notice through our Cooee Services. If you are a registered user, we may also give you notice under these Terms of Use by email to any email address you provided. You may give us notice under these Terms of Use by email to [support@cooee.life]. A notice given under these Terms of Use is taken to be received: (i) if provided or made available through our Cooee Services – immediately on providing or making available the notice through our Cooee Services; and (ii) if sent by email – on the day of sending unless the sender receives a delivery failure notification. You should ensure that the email address associated with your user account is always current so that you receive any notices sent by email.

Entire agreement

These Terms of Use constitute the entire agreement between you and us in connection with their subject matter and supersede all prior statements, representations, warranties, understandings, arrangements or agreements.

Further acts and approvals

You agree, at your own cost, to do everything necessary (including, without limitation, executing documents) to give full effect to these Terms of Use. In our sole discretion, we may give conditionally or unconditionally or withhold any approval or consent under these Terms of Use.

Assignment and transfer

Without our written approval, you may not assign or otherwise transfer your account or any of your rights or obligations under these Terms of Use. We may at any time, by notifying you assign or otherwise transfer our rights and obligations under these Terms of Use to: (i) a related body corporate or other corporate affiliate; or (ii) an entity that purchases or acquires all or any part of our business or assets. We may provide any such assignee or transferee with any and all information, documents, files, text, logos, graphics, images, photographs, videos, material, software and other content you have made available or provided to us in connection with our Cooee Services, including personal information.

Waiver and severability

Any failure by us to exercise any right or remedy under these Terms of Use will not constitute a waiver of that right or remedy or any other right or remedy. If any provision of these Terms of Use is determined to be illegal, invalid or unenforceable in whole or in part under any applicable law, then the whole or part of the provision will be severed to the extent that it is illegal, invalid or unenforceable and be replaced with a provision or part of a provision that is legal, valid and enforceable and to the extent possible has a similar effect for the purposes of these Terms of Use without affecting the validity of the other provisions.

Relationship and representation

These Terms of Use do not create a relationship of employment, agency, partnership or joint venture between the parties unless otherwise expressly stated in these Terms of Use. You must not represent yourself as being an officer, employee or agent of ours or as otherwise able to bind or represent us in any way.

Third party beneficiaries

These Terms of Use are only for the benefit of the parties and do not confer any third party beneficiary rights upon any other person. No other person shall have any rights to enforce these Terms of Use.

Non-disparagement

You agree that you will not make any disparaging comments or statements about Cooee or its officers, employees, agents or contractors. You agree that any public statements you make about Cooee or our Cooee Services will be truthful and not misleading.

Non-solicitation

While using our Cooee Services and for one year after termination of your use of our Cooee Services, you agree not to solicit for employment or engage, either directly or indirectly, any of our employees or contractors without our prior written consent.

Governing law and jurisdiction

These Terms of Use are governed by and to be construed in accordance with the laws of the State of Victoria, Australia. If a dispute arises in connection with these Terms of Use that cannot be resolved in accordance with the dispute resolution provisions contained in these Terms of Use for any reason, then the courts of the State of Victoria, Australia, will have exclusive jurisdiction in respect of the dispute.

These Terms of Use are effective as of 01/01/24.

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