Terms of Use

HEARTSTREET TERMS OF USE

Version: 1.0

Effective date: 06/08/2024

These terms of use (Terms) govern your use of the HeartStreet software application (HeartStreet) made available by Heartstreet Pty Ltd (we, us or our). Please read these Terms carefully and ensure that you understand them. If you have any questions about these Terms, please contact us at support@heartstreet.com.

Without limiting the ways in which you may be bound, by establishing an account and logging on to HeartStreet you agree that you are bound by and will comply with these Terms. In these Terms you and your refers to you as the account holder and user of HeartStreet.

Access, Licence and Trial Periods
1. In order to use HeartStreet, you will need to download HeartStreet to your device and register a user account with us (Account).
2. In consideration for payment of any applicable fees and compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence (with no right to sublicense) (Licence) to use HeartStreet for your personal use.
3. We may refuse to grant you a Licence, suspend, or revoke your Licence if you breach these Terms, or we suspect you are in breach of, or will breach, these Terms.
4. If you have signed up for a trial to evaluate HeartStreet, we grant you a limited right to access and use HeartStreet for thirty (30) days or such other period as we notify you from time to time (Trial Period).
5. At the end of the Trial Period, your access to HeartStreet may terminate automatically unless you pay for a Licence. As access to HeartStreet is provided to you without consideration during the Trial Period, to the fullest extent permitted by law, HeartStreet, including our website located at heartstreet.com (Website), is provided to you “as is” during the Trial Period without any performance guarantees or warranties of any kind.
6. Following full release of HeartStreet after the Trial Period, you may purchase a paid Licence to continue using HeartStreet on these Terms. If you do not purchase a Licence, you will no longer be able to access HeartStreet. You acknowledge and agree that we may automatically delete all of your data, including inputs into HeartStreet, from our systems and networks thirty (30) days after the effective termination or expiration of the Trial Period.
7. You acknowledge and agree that it is solely your responsibility to seek another software and service for your needs and to preserve your data, without any reliance on or access to our systems and networks, in the event you do not purchase a Licence to use HeartStreet following a Trial Period.
Age of Permissible Use

You must be over 18 years of age to use HeartStreet. By signing up for an Account and using HeartStreet you are representing to us that you are over the age of 18 and have the capacity to enter into an agreement with us.

Authority to Sign Up

By signing up for an Account and using HeartStreet as a support to a user, you are representing that you have the full legal authority or consent from the person with full legal authority to act on their behalf and make decisions about their use of HeartStreet. In circumstances whereby your authority changes, you are required to notify the relevant legal authority that an account is held with HeartStreet, and to inform us in writing that the person of authority has changed, within 30 days of the change of authority.

Use of Hardware

If we provide you with hardware for the purpose of participating in a HeartStreet trial, you acknowledge that it is your responsibility to ensure that the hardware is returned to us in the same condition following the trial. Damage to hardware may incur a replacement or service fee, paid by you to us following the trial. We reserve the right to use a service centre of our choosing, at a replacement cost decided by that same service centre and to refuse quotes provided by you to us.

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Privacy

Your provision of personal information to us is governed by our privacy policy located at https://www.heartstreet.com/privacy-policy (Privacy Policy).

Notifiable Data Breach & Data Security
1. We will take all reasonable security precautions in compliance with laws in your jurisdiction. Should a data security event occur, we will comply with any laws requiring us to notify you or any other person regarding any notifiable data breach.
2. You acknowledge and agree that in accessing or using HeartStreet, including by uploading your data or inviting other users to contribute their data to HeartStreet (User Data), that:
  1. User Data will be transmitted over the internet on any network used by HeartStreet, which may include transmission to servers located in other states or countries;
  2. unforeseen security threats outside of our control can take place;
  3. you are always responsible for the security of your own computer, mobile, tablet or other system that allows for the download or use of HeartStreet; and
  4. transmitting, uploading, or downloading User Data via HeartStreet may, for reasons outside of our control, render your systems or the systems of other users vulnerable to viruses, malware, or other forms of attack.

Responsible Use
1. You agree that you will not use, and you will ensure that the other users you enable to access your Account, do not use, HeartStreet in any way that might defame, offend, insult, embarrass, injure, damage, or otherwise breach the rights of any person or contravene any applicable laws.
2. You agree to keep any passwords, account names, tokens or login identifications required to access HeartStreet secure and confidential, and notify us as soon as you become aware of, or suspect, any unauthorized use of or access to your Account.
3. You warrant that you will not:
  1. use HeartStreet to communicate or store health information;
  2. upload User Content that is offensive, indecent, unlawful, defamatory or discriminatory;
  3. impersonate any person or entity when using HeartStreet; or
  4. use HeartStreet to violate the privacy of any person.

Access, Error & Technical Difficulties

You acknowledge that, to the extent permitted at law, HeartStreet is provided to you on an “as is” basis, with no express or implied warranties, and:

there may be times that HeartStreet is unavailable, due to routine maintenance, internet outages, or circumstances out of our control;
it is your responsibility to maintain any devices you use to access HeartStreet and ensure that any necessary software updates are installed on those devices. HeartStreet might not be accessible on your devices or those of the other users if your device software is not kept up to date or your device is otherwise faulty or not compatible with HeartStreet; and
as access to HeartStreet might be interrupted from time to time, you must ensure that you and other users you communicate with using HeartStreet are not reliant on the use of HeartStreet.

Indemnities & Limitation of Liability
1. To the extent permissible by law:
  1. We will not be liable or responsible for protecting the security of User Data transmitted, uploaded, or downloaded via HeartStreet, or for any loss, cost, expense, or damage suffered by you or any other user because of any unauthorised access or use of User Data or HeartStreet;
  2. you agree to hold us harmless with respect of any loss, damage, expense, cost or claim by you or against you (whether contractual, tortious, equitable, statutory or otherwise) for any direct or indirect, special, incidental, or consequential damages or injury including, but not limited to, loss of profits, opportunities, data, employment, contracts or injury, impairment or loss of life, arising out of or in connection with your use of HeartStreet;
  3. you agree to defend and hold us, our agents, officers and employees harmless against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by us, our agents, officers or employees as a direct or indirect result of your breach of these Terms, or any third-party action, claim, demand or proceedings instituted against us as a result of your use of HeartStreet;
  4. our total aggregate liability for all claims relating to your use of HeartStreet is limited to one hundred and twenty five per cent (125%) of the fees paid by you or on your behalf for the use of HeartStreet; and
  5. our liability for any claim relating to the provision or use of HeartStreet will be reduced to the extent to which you contributed to the damage arising from the claim.
2. Any of the terms of these Terms which limit or exclude any warranty or guarantee, express or implied, or our liability, will apply to the extent permitted by law and will not be construed as excluding, qualifying, or limiting your statutory rights or remedies.
Intellectual Property
1. We or our licensors retain ownership of HeartStreet and all intellectual property, including any rights in copyright, moral rights, inventions (including patents), trademarks, marks, designs, circuit layouts (whether or not registered or registrable), which subsist in HeartStreet, including any data, material, or information created by or on behalf of us and displayed or made available via HeartStreet at all times (HeartStreet IP).
2. You have certain rights, as determined by law, in relation to the User Data which upload to HeartStreet. You grant (or will procure the grant of) a perpetual, irrevocable, transferrable, royalty-free, world-wide licence (with right to sublicense) to us to use, edit, modify, transform, transmit, and disclose the User Data for the purpose of providing you with access to HeartStreet and any services supplied in connection with HeartStreet, including any necessary consent or waiver to such use (even where a relevant action or omission by us would otherwise constitute an infringement of a person's rights of attribution or integrity, or against false attribution).
3. You agree and acknowledge that we may, for the purpose of adapting and improving HeartStreet, collect de-identified data, that is not User Data, about your use of HeartStreet.
4. You must not attempt to copy, reproduce, modify, transform, decompile, reverse-engineer, introduce malicious viruses, software or code, or otherwise interfere with the function of HeartStreet (or any source code or programming comprising HeartStreet).
5. You represent that our exercise of our rights to use the User Data will not infringe the intellectual property rights or moral rights of any person.
6. You continuously release and indemnify us for and against any loss, cost (including legal costs on a full indemnity basis), damage, claim (including for negligence), or expense suffered or incurred by us and arising in connection with a claim that User Data, or our use of User Data, infringes any person's rights (including, but not limited to, intellectual property or moral rights) or defames, injures, harms, or offends any person.
Termination
1. We may terminate your Licence and access to HeartStreet at any time, without liability, if we reasonably suspect that you have breached any of these Terms.
2. Without limiting our rights under clause 9.1, we reserve the right to suspend or terminate your Licence and access to HeartStreet at any time by providing you with reasonable prior notice.
3. On the expiration or earlier termination of your Licence for whatever reason, we will not continue to store any of your data on HeartStreet. HeartStreet may keep a copy of any data which may be necessary to establish any claim or counterclaim which we may have as a result of your breach or misuse of these Terms.
Third Party Services

HeartStreet may display or utilize services provided by third parties, that are not owned or controlled by us. We have no control over, and assume no responsibility for, any content, or the availability of any content, provided by third parties.

Amending these Terms

We may amend these Terms by providing written notice to you of such amendments and by posting an amended copy of these Terms on the Website. Without limiting the methods by which you may accept such amended terms, you acknowledge and agree that your ongoing use of HeartStreet will constitute your acceptance of such amended terms.

Jurisdiction

This Agreement is governed by, and must be construed in accordance with, the laws of the State of New South Wales, Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of New South Wales, Australia.

Entire Agreement

The terms of these Terms supersede all prior representations, arrangements, understandings, and agreements between the parties, whether verbal, oral or in writing and set forth the entire and exclusive agreement and understanding between the parties relating to the provision and use of HeartStreet.

General
1. In the interpretation of the terms of these Terms, unless the contrary intention appears:
  1. a reference to these Terms includes an amendment or supplement to, or replacement or novation of these Terms;
  2. a reference to a person includes a reference to a corporation, firm, association, or other entity, and vice versa;
  3. the singular includes the plural and vice versa;
  4. a reference to any gender includes a reference to all other genders;
  5. a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
  6. an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;
  7. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
  8. headings are inserted for convenience only and do not affect the interpretation of these Terms.
2. A provision of or a right created under these Terms may not be waived except in writing signed by the party or parties to be bound by the waiver.
3. If any provision of these Terms is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision to the intent that the invalid or unenforceable provision will be treated as severed from these Terms.
4. We may assign, novate, or otherwise transfer rights and obligations that arise under these Terms. You may not assign your rights or obligations without our prior written consent (which may be withheld at our discretion).

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