Terms & Conditions

1. Our Disclosures

1. Introduction
   
   1. These terms and conditions (Terms) are entered into between In Charge App Pty Ltd (ABN 92 647 032 666) (we, us or our) and you, together the Parties and each a Party. 
   2. We provide an organisational app that caters to all of your scheduling and personal growth needs (App). 
   3. In these Terms, you means the person registered with us as an Account holder.
2. Acceptance and App Licence
   
   1. You accept these Terms by registering an Account on the App.
   2. You must be at least 16 years old to use the App. 
   3. We may amend these Terms at any time, by providing written notice to you. By continuing to use the App after the notice or 30 days after notification, you agree to the amended Terms. If you do not agree to the amendment, you may terminate your Subscription in accordance with the “Cancellation of Subscriptions” clause.
   4. If you access or download our mobile application from (1) the Apple App Store, you agree to any usage rules set forth in the App Store Terms of Service, or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
   5. Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our App in accordance with these Terms.  All other uses are prohibited without our prior written consent.
   6. When using the App, you must not do or attempt to do anything that is unlawful or inappropriate, including: 

1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
2. using the App to defame, harass, threaten, menace or offend any person, including using the App to send unsolicited electronic messages;
3. tampering with or modifying the App (including by transmitting viruses and using trojan horses);
4. using data mining, robots, screen scraping or similar data gathering and extraction tools on the App; or
5. facilitating or assisting a third party to do any of the above acts.

1. In Charge Services
   
   1. In consideration for your payment of the Fees, we agree to provide you with access to the App and any other services we agree to provide as set out in your Account.
   2. We agree to use our best endeavours to make the App available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the App may be unavailable during the times we are performing such maintenance. 
   3. Should you be unable to access the App, or should you have any other questions or issues impacting on your use and enjoyment of the App, you must place a request via email. 
   4. You acknowledge and agree that the App may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the App due to a failure of the Third Party Services.
   5. You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the App, you agree to maintain a backup copy of any data you input into the App.
   6. To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the App to be unavailable. 
2. Accounts
   
   1. You must create an account (Account) to access the App’s features. 
   2. You must provide basic information when registering for an Account including your name, email address, time zone and time format and you must choose a password. 
   3. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others. 
   4. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
   5. When you create an Account, you must also select a subscription (Subscription). You may choose between different tiers of Subscription with different subscription periods as set out on the App (Subscription Period). 
3. Subscriptions 
   
   1. Once you have created an Account and chosen a Subscription, you agree to pay the subscription fee set out on the App (Fees) by the date specified on the App (Payment Date) to access the App and benefit from your Subscription. 
   2. You authorise us to, in accordance with these Terms, automatically direct debit on each Payment Date, the Fees payable to us by you under these Terms from the payment details provided by you.
   3. Unless your Subscription is suspended or terminated in accordance with these Terms, your Subscription will roll over on an ongoing basis in accordance with the Subscription Period you signed up for on the App, and you will be charged the same Fees on each anniversary of the Payment Date. Without limiting your rights under the Australian Consumer Law, you can cancel your Subscription at any time in accordance with the “Cancellation of Subscriptions” clause of these Terms but the cancellation will only have effect from expiry of the annual period for which you have paid the Fees
   4. If you make a payment by debit card or credit card, you warrant that the information you provide to us is true and complete, that you are authorised to use the debit card or credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the payment. 
   5. The payment methods we offer for the Fees are set out on the App. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
   6. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
   7. You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).
   8. We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
   9. Changes to your Subscription: If you wish to suspend or change your Subscription (for example, by upgrading to a different Subscription tier), you must provide notice to us via email that you wish to suspend or vary your Subscription at least 24 hours before the next Payment Date. If you vary your Subscription and the Fees increase, the increased Fees will apply on the next Payment Date, and you will have access to the additional Subscription features on the next Payment Date.
   10. To the extent permitted by law, the Fees are non-refundable and non-cancellable once paid.
   11. We may need to change what is available as part of your Subscription (for example, the inclusions, exclusions, updated features) from time to time. If we change what is available as part of your Subscription, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the changes to your Subscription. If the changes substantially and adversely affect your enjoyment of the Subscription, you may cancel your Subscription in accordance with the ‘Cancellation of Subscriptions’ clause.
   12. We may need to change the Fees from time to time. If we change the Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Fee to your Subscription. If the updated Fee is not acceptable to you, you may cancel your Subscription in accordance with the ‘Cancellation of Subscriptions’ clause.
4. Our Intellectual Property
   
   1. You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the App, the App itself, and any algorithms or machine learning models used on the App (Our Intellectual Property) will at all times vest, or remain vested, in us.
   2. We authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. You may only access Our Intellectual Property on your personal device, and you may not use Our Intellectual Property for any commercial purpose. 
   3. You must not, without our prior written consent:

1. copy, in whole or in part, any of Our Intellectual Property; 
2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
3. breach any intellectual property rights connected with the App, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

1. 1. Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

1. you do not assert that you are the owner of Our Intellectual Property;
2. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us; 
3. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and 
4. you comply with all other terms of these Terms. 

1. 1. This clause will survive the termination or expiry of your Subscription.

1. Your Data 
   
   1. You own all data, information or content you upload into the App (Your Data). Note that Output Data does not include the Analytics (as described below). 
   2. You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:

1. communicate with you (including to send you information we believe may be of interest to you);
2. supply the App to you and otherwise perform our obligations under these Terms;
3. diagnose problems with the App;
4. enhance and otherwise modify the App;
5. perform Analytics;
6. develop other services, provided we de-identify Your Data; and
7. as reasonably required to perform our obligations under these Terms. 

1. 1. You agree that you are solely responsible for all of Your Data that you make available on or through the App. You represent and warrant that: 

1. you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
2. neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our App will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

1. 1. You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the App, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information. 
   2. We do not endorse or approve, and are not responsible for, any of Your Data. 
   3. You acknowledge and agree that the App and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the App. 
   4. This clause will survive the termination or expiry of your Subscription. 

1. Warranties
   
   1. You represent, warrant and agree that:

1. you will not use our App, including Our Intellectual Property, in any way that competes with our business;
2. there are no legal restrictions preventing you from entering into these Terms;  
3. you will comply with any privacy or anti-spam Laws applicable whilst using the App, and you will not breach an individual’s privacy by sharing private or personal information through the App (for example, by inviting an individual to your event in the App) without an individual’s consent;
4. all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and  
5. you have not relied on any representations or warranties made by us in relation to the App (including as to whether the App is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

1. Australian Consumer Law 
   
   1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the App by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). 
   2. If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the App provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.  
   3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the App) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
   4. This clause will survive the termination or expiry of your Subscription.
2. Liability
   
   1. Despite anything to the contrary, to the maximum extent permitted by law:  

1. neither Party will be liable for Consequential Loss; 
2. each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that Party to mitigate its losses; and
3. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you up to 12 months of Fees paid by you to us during the term of your Subscription.  

1. 1. This clause will survive the termination or expiry of your Subscription.

1. Termination
   
   1. Cancellation of Subscriptions: You may request to cancel your Subscription at any time by notifying us via email. Your cancellation will take effect from the next Payment Date. If you cancel your Subscription because we have changed the Subscription inclusions and the change has a substantial and adverse impact on you, or we have changed the Fees, then the termination of the Subscription will be immediate, and we will refund you for any Fees that you have paid upfront but have not been used on a pro-rata basis. Should you cancel your Subscription with us, you will continue to have an Account with us, should you seek to reactivate your Subscription in the future.
   2. We may terminate your Subscription at any time by giving 30 days’ written notice to you (Termination for Convenience). 
   3. A Subscription will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
2. the Defaulting Party is unable to pay its debts as they fall due.

1. 1. Should we suspect that you are in breach of these Terms, we may suspend your access to the App while we investigate the suspected breach. 
   2. Upon expiry or termination of your Subscription:

1. we will remove your access to the App;
2. you agree that other than where termination is due to our Termination for Convenience or our breach of these Terms, and to the maximum extent permitted by law, any payments made by you to us (including any Fees) are not refundable to you;
3. where we terminate your Subscription for any reason other than a Termination for Convenience, you also agree to pay us our reasonable additional costs directly arising from such termination.

1. 1. Where termination is due to our Termination for Convenience or our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata basis. 
   2. Termination of a Subscription will not affect any rights or liabilities that a Party has accrued under these Terms.  
   3. This clause will survive the termination or expiry of your Subscription.

1. Notice Regarding Apple
   
   1. To the extent that you are using or accessing our App on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the App and any content available on the App.
   2. Apple has no obligation to furnish you with any maintenance and support services with respect to our App. 
   3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
   4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
   5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights. 
   6. You agree to comply with any applicable third-party terms when using our mobile application. 
   7. Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
   8. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
2. General 
   
   1. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld). 
   2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party. 
   3. Disputes:  A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. 
   4. Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
   5. Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control. 
   6. Governing law: These Terms are governed by the laws of Queensland. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  
   7. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
   8. Privacy: Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
   9. Publicity: You agree that we may advertise or publicise the fact that you are a user of our App, including on our website or in our promotional material.
   10. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
   11. Third party sites: The App may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the App, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the App (Affiliate Link) or for featuring certain products or services on the App. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the App, or which (if any) third party links are Affiliate Links.
3. Definitions 
   
   1. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
   2. Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
   3. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions or notices, please contact us at:

In Charge App Pty Ltd (ABN 92 647 032 666)

Email: contact@inchargeapp.com

Last update: 23 May 2022

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