Last Updated: August 8, 2024

These Terms of Service (the “Terms”) apply to the products and services of LiVELY, provided by The Trustee for LiVELY Trust (“LiVELY,” “we,” or “us”), including our websites, mobile applications, and other online services (collectively, the “Services”).

1. Agreement to Terms

Please read these Terms carefully. By accessing or using the Services, you acknowledge that you have read and understood these Terms, and agree to be bound by them. If you do not agree to these Terms, please do not use the Services. By agreeing to these Terms, you and LiVLEY will, as described in section 16 below, be required to resolve most disputes with each other solely on an individual basis through arbitration where permitted by applicable law and not with a jury trial or as a class arbitration, class action, or any other kind of representative or court proceeding. If you do not agree to be bound by these Terms, please do not use the Services.

2. Additional Terms

Certain features of the Services may be subject to additional terms. If additional terms apply, they will be presented to you for acceptance. Those terms supplement and are part of these Terms, and will control to the extent of any conflict with these Terms.

3. Service Use

Eligibility: You must be at least 16 years old to use the Services. If you are under the legal age of majority in your jurisdiction, you may only use the Services if your parent or legal guardian consents to these Terms. Please read these Terms with them. If you are a parent or legal guardian of a user under the age of majority where you live, you are subject to these Terms and responsible for your child’s activity on the Services.

Account Registration and Security: To use many of the Services, you must register for an account. You must provide accurate account information, keep this information updated, and maintain the security of your account. Notify us immediately by email at hello@livelifelively.co of any unauthorised use of your account or any other breach of security. You are responsible for all activities that occur in connection with your account to the extent permitted by applicable law. You agree not to create an account if we have previously removed you or your account from any of the Services, unless we expressly agree otherwise.

4. Subscriptions and Promotional Offers

a. Recurring Subscriptions: If you purchase a recurring subscription to use LiVELY, the subscription will be continuous for the subscription period you select and will automatically renew for another subscription period until canceled. You authorise LiVELY to automatically charge your designated payment method at the beginning of each subscription period for the then-current price of your Recurring Subscription, along with any applicable taxes and fees specified, unless canceled in accordance with section 4(b). If we are not able to charge your payment method for your Recurring Subscription, you remain responsible for any uncollected amounts.

b. Cancellation: You can cancel your subscription by following the instructions in the Services. If you cancel, you will continue to have access to LiVELY Premium until the end of your current billing period. Refunds will not be provided for any unused portion of the subscription period.

You must cancel your Recurring Subscription at least 24 hours before the end of your current subscription period to avoid being charged for the next subscription period. If you purchased your Recurring Subscription through a third-party, like an app store, you must cancel the renewal directly with that third-party. If you cancel, you are not entitled to a refund for the fees you already paid, but, subject to these Terms, you will continue to receive access to LiVELY until the end of your current subscription period.

c. Changes: We may make changes to your Recurring Subscription, including price changes. We will communicate material changes to your Recurring Subscription, including any changes to the price, in advance to the email address associated with your account. If you do not agree to those changes, you can cancel your subscription as described in section 4(b).

d. Promotional Offers Converting to Recurring Subscriptions: You may be offered a promotional offer in connection with a Recurring Subscription, such as a trial period or initial discount (each a “Promotional Offer”). Additional terms specific to each Promotional Offer we offer will be as described in the particular offer. You must meet all eligibility requirements stated in these Terms and the Offer Terms to enroll in a Promotional Offer. Unless stated otherwise in the Offer Terms, Promotional Offers are only for new customers who have not previously subscribed to LiVELY or enrolled in a Promotional Offer. If the Offer Terms state that an offer is available only to past subscribers, you must have been a subscriber to LiVELY and allowed your subscription to expire before the date stated in the Offer Terms. LiVELY reserves the right, in its discretion, to determine your Promotional Offer eligibility, and to modify or cancel a Promotional Offer at any time.

You must provide a valid payment method accepted by us to enroll in a Promotional Offer unless otherwise stated in the Offer Terms. Once your promotional period ends, you authorise LiVELY to begin billing your designated payment method on a recurring basis at the then-current price for the relevant subscription plus any applicable taxes unless it is canceled in accordance with section 4(b) at least 24 hours prior to the end of the promotional period.

e. Calm Business Subscription: We may also offer you the ability to access LiVELY through a LiVELY Business subscription, which may be provided as part of an agreement between LiVELY and your employer, health plan, or another entity. To receive access to LiVELY through a LiVELY Business subscription, you must follow the instructions provided by your organisation pursuant to the terms of its agreement with LiVELY. Your ability to access and use LiVELY through a LiVELY Business subscription may be subject to additional terms between you and your organisation. Once your eligibility under the LiVELY Business subscription expires, your right to use LiVELY as part of that subscription will automatically terminate.

5. Other Payments Terms

a. Payment Method: If you purchase a subscription, gift card, or other item through the Services, you must provide an accurate and up-to-date payment method acceptable by us. You authorise LiVELY to charge any purchase to your designated payment method, including the then-current price plus any applicable taxes and fees specified. No transaction is binding on LiVELY until accepted and confirmed by LiVELY. We may update your stored payment method using information provided by our payment service providers. Following any update, you authorise us to continue to charge the applicable payment method(s). You are responsible for any additional charges that your payment method provider charges.

b. Cancellations and Disputes: If you have any concerns regarding any transactions through the Services, you must raise them with us first and not cancel or reverse charges through your payment method provider unless you have made a reasonable attempt to resolve the matter directly with us or otherwise as provided by applicable law. LiVELY reserves the right to verify your identity or request more information in connection with your purchases and not to process or to cancel purchase requests, including if we suspect fraud or if your payment method is declined.

c. Refunds: You will not have the right to receive a refund for any amounts paid to us unless otherwise required by applicable law.

d. Future Functionality: Your purchases are not contingent on the delivery of any current or future functionality, content, or features, or dependent on any oral or written public comments made by LiVELY regarding such functionality or features.

6. Services and User Content Rights

a. LiVELY Services Ownership: Subject to the limited license rights granted under these Terms, LiVELY and its licensors exclusively own all right, title, and interest in and to the Services, including all text, graphics, images, audio, video, or other materials made available via the Services, and all associated intellectual property rights. You acknowledge that the Services are protected by intellectual property rights and other laws of Australia and foreign countries. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any part of the Services. You will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Services, except as necessary for your permitted use of the Services.

b. Limited License Granted by LiVELY: Subject to your compliance with these Terms, LiVELY grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for your personal, non-commercial purposes (unless LiVELY has granted you written permission to do otherwise, for example on a trial or test basis). Further, LiVELY grants you a limited non-exclusive, non-transferable, and non-sublicensable license to download and install a copy of any mobile app we distribute through an App Store on a mobile device that you own or control. Any use of the Services other than as specifically authorised herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein, and will violate our intellectual property rights. Subject to your mobile device configurations, you authorise us to automatically install updates to any of our mobile apps.

c. User Content Ownership: Except for the license you grant below, LiVELY does not claim any ownership rights in any messages, images, text, or other content posted through the Services by our users, including any content you post to social media platforms that tags a LiVELY account or that uses a hashtag incorporating a LiVELY trademark (collectively, “User Content”). User Content does not include any portion of the Services included in your User Content. Nothing in these Terms will be deemed to restrict any mandatory rights that you may have to use and exploit your User Content, as between you and LiVELY.

d. License You Grant to LiVELY: By making any User Content available to LiVELY, you hereby grant to LiVELY a non-exclusive, transferable, sublicensable, worldwide, royalty-free, license to use, store, publish, translate, reproduce, adapt, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute your User Content and any name, username, or likeness provided in connection with your User Content in all media formats and channels now known or later developed in connection with operating, marketing, and providing the Services without compensation to you, and to the extent permitted by applicable laws, you hereby waive all moral or special rights in this regard. When you post or otherwise share User Content on or through the Services, you understand that your User Content and any associated information may be visible to others. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity.

7. Third-Party Content

The Services may contain information about, and links to, third-party products, services, websites, resources, activities, or events, and we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content only as a convenience and do not control or endorse, and make no representations or warranties regarding, any Third-Party Content. To the extent permitted by applicable laws, you acknowledge sole responsibility for, and assume all risk arising from, your access to and use of such Third-Party Content.

8. Copyright Complaints and Repeat Infringer Policy

If you believe that anything on the Services infringes any copyright that you own or control, you may notify LiVELY at Agent 555, address: 3/34 Mullumbimbi street, Brunswick Heads NSW 2483, call: +61266175742 or email: hello@livelifelively.co

If the content infringes rights protected by Australian copyright laws, please see [relevant section of Australian copyright law] for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable to LiVELY for certain costs and damages.

In accordance with applicable copyright laws, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.

9. Prohibitions on User Content and Conduct

You are solely responsible for your User Content and conduct while using the Services, and will not do any of the following:

1. Post, upload, create, publish, store, submit, transmit, or otherwise share any User Content that: (i) is confidential and for which you do not have all necessary rights to disclose or to grant us the license described above; (ii) may or does infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, these Terms, the rights of any party, or otherwise create liability or violate any applicable local, state, national, or international law or regulation or would give rise to civil or criminal liability; (iv) is fraudulent, false, misleading, or deceptive; (v) impersonates or misrepresents your affiliation with, any person or entity or contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences; (vi) is defamatory, obscene, pornographic, vulgar, offensive, unlawful, libelous, indecent, lewd, suggestive, abusive, or inflammatory; (vii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (viii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (ix) promotes illegal or harmful activities or substances; (x) contains any unsolicited or unauthorised promotions, political campaigning, advertising, or solicitations; (xi) contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or (xii) in our sole judgment, is objectionable, restricts, or inhibits any other person from using or enjoying the Services, or may expose LiVELY or others to any harm or liability of any type;

2. Copy, reproduce, distribute, use, publicly perform, or publicly display, mirror, or frame the Services, or any individual element within the Services, LiVELY’s name, any LiVELY trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without express written consent from LiVELY or its licensors;

3. Modify the Services, remove any proprietary rights notices, or markings, or otherwise make any derivative works based upon the Services;

4. Use the Services other than for their intended purpose and in any manner not permitted by these Terms, that violates these Terms or any applicable law, regulation, contract, intellectual property right, or other third-party right, or that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;

5. Develop or use any applications that interact with the Services without our prior written consent;

6. Avoid, bypass, ignore, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by LiVELY or any of LiVELY’s providers or any other third-party (including another user) to protect the Services;

7. Attempt to access or search the Services, scrape, or extract data or other content from the Services, including through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software or search agents provided by LiVELY or as permitted by our robot.txt file;

8. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services, or do anything that might discover source code;

9. Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

10. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

11. Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;

12. Use or attempt to use another user’s account without authorisation from that user and LiVELY; or

13. Encourage or enable any other individual to do any of the foregoing.

Although we are not obligated to monitor access to or use of the Services or to review or edit any User Content, we have the right to do so at any time and for any reason without notice. To the extent permitted by applicable law, we reserve the right, but are not obligated, to enforce this section by removing or disabling access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be in violation of these Terms. Our failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. In addition, this section does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any User Content that is prohibited by such rules.

10. Trademarks

LiVELY’s trademarks, including but not limited to LiVELY logos, product and service names, slogans, and the look and feel of the Services may not be copied, imitated, or used, in whole or in part, without LiVELY’s prior written permission. The absence of a trademark from this list does not constitute a waiver of LiVELY’s trademark or other intellectual property rights concerning that trademark. All third-party trademarks mentioned on the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by LiVELY.

11. Termination

We may terminate your access to and use of the Services or your account if you violate these Terms, in our sole discretion without notice to you and to the extent permitted by applicable law. We may terminate your LiVELY subscription if you are no longer eligible for a LiVELY Business subscription based on the terms of our agreement with your organisation. We may terminate your LiVELY Premium subscription if your LiVELY Premium subscription was obtained through a third-party promotion and you no longer meet the eligibility requirements for that offer.

You may cancel your account at any time, although you will still have to cancel any active subscriptions as stated in section 4(b).

Upon any termination, discontinuation, or cancellation of the Services or your account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

12. Warranty Disclaimers

Your use of the Services is at your sole risk. Except as otherwise provided in writing by us and to the extent permitted by applicable laws, the Services are provided “as is” and “as available” without warranties of any kind, express or implied. Without limiting the foregoing, we explicitly disclaim any warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the exclusion and limitations in this section may not apply to you.

We make no representation or warranty that the Services will meet your requirements or be available on an uninterrupted or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any of the Services. You assume the entire risk as to the quality and performance of the Services to the extent permitted by applicable law.

13. Medical Disclaimers

a. The Services are provided for informational purposes only and are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, or to be a substitute for professional medical care;

b. LiVELY is not a licensed medical care provider and does not engage in, and has no expertise in, diagnosing, examining, or treating medical conditions of any kind, or in prescribing treatments or determining the effect of any specific treatment on a medical condition;

c. LiVELY does not provide emergency services and is not obligated to contact you or anyone on your behalf with respect to your medical condition or treatment;

d. LiVELY is not responsible for the accuracy, reliability, effectiveness, or correct use of any of the Services;

e. You should always consult a medical professional if you have any questions regarding a medical condition; and

f. You should never disregard professional medical advice or delay in seeking it because of something you have read or received using the Services.

g. Not all activities described as part of the Services are suitable for everyone. Do not use the Services while driving, operating heavy machinery, or performing other tasks that require attention and concentration. You are solely responsible for your use of the Services.

14. Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless LiVELY and its officers, directors, partners, employees, and agents (individually and collectively, the “LiVELY Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees (“Claims”), arising out of or in any way connected with: (a) your access to or use of the Services; (b) your User Content or feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services.

You will promptly notify the LiVELY Parties of any third-party Claims, cooperate with the LiVELY Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the LiVELY Parties will have control of the defense or settlement, at LiVELY’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and LiVELY or the other LiVELY Parties.

15. Limitation of Liability

To the fullest extent permitted by applicable law, neither LiVELY nor any other party involved in creating, producing, or delivering the Services will be liable for any incidental, special, exemplary, or consequential damages, including, but not limited to, lost profits, loss of data or goodwill, service interruption, computer damage or system failure, or the cost of substitute Services arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not LiVELY has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

Unless such limits are prohibited by applicable law, in no event will LiVELY’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed the greater of: (a) the amounts you have paid to LiVELY for use of the Services; or (b) fifty Australian dollars (AUD$50). The exclusion and limitations of damages set forth above are fundamental elements of the basis of the bargain between LiVELY and you.

16. Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY BECAUSE, UNLESS YOU OPT OUT, IT REQUIRES YOU AND LiVELY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND LiVELY FROM SUING IN COURT. YOU AND LiVELY AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services, including any claims related to privacy or data security (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court; and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction, including to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. For clarity, subject to the terms of this section 16, this agreement to arbitrate applies to Disputes based on events or activities that occurred prior to the Last Updated date indicated at the top of these Terms.

Without limiting the preceding sentence, you have the right to opt out of binding arbitration by providing LiVELY with written notice of your desire to do so by email at hello@livelifelively.co within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). In order to be effective, the Arbitration Opt-out Notice must include your full name, and mailing address, and email address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with section 17.

These Terms affect interstate commerce, and the enforceability of this section 16 will be substantively and procedurally governed by the Australian Law, to the extent permitted by law.

a. Initiating an Arbitration

Before either party brings an arbitration action, it will first attempt to resolve the Dispute informally via the following process.

If you assert a Dispute against LiVELY, you will first contact LiVELY by sending a written notice of your Dispute to LiVELY by certified mail addressed to Trustee of the LiVELY Trust, LiVELY Agent 555, address: 3/34 Mullumbimbi street, Brunswick Heads NSW 2483, call: +61266175742 or email: hello@livelifelively.co

Your notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought. If LiVELY asserts a Dispute against you, LiVELY will first contact you by sending a written notice of LiVELY’s Dispute to you via email to the primary email address associated with your account. LiVELY’s notice must (i) include the name of a LiVELY contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought. Each such notice described in this paragraph, whether sent by you or LiVELY (a “Notice”).

If you and LiVELY cannot reach an agreement to resolve the Dispute within thirty (30) days after you or LiVELY receives such a Notice, then either party may submit the Dispute to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or LiVELY first sends the applicable Notice so that the parties can engage in this informal dispute-resolution process.

b. Arbitration Rules

The arbitration will be administered by the Australian Centre for International Commercial Arbitration (“ACICA”) and will be resolved through binding arbitration before one arbitrator. If you are a consumer, the then-current version of ACICA’s Consumer Arbitration Rules (the “ACICA Rules”) will apply, which are available on the ACICA’s website (acica.org.au). The applicable arbitration rules are amended by these Terms as follows:

(i) YOU AND LiVELY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND LiVELY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated Disputes are asserted against LiVELY or you by the same or coordinated counsel, may not consolidate more than one individual’s Disputes, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

(ii) For any arbitration you initiate, you will pay the consumer filing fee and LiVELY will pay the remaining ACICA fees and costs. For any arbitration initiated by LiVELY, LiVELY will pay all ACICA fees and costs.

(iii) For all arbitrations where the Disputes asserted are for AUD$25,000 or less, the arbitration shall be resolved according to the ACICA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (A) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (B) any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and (C) if the parties are unable to agree on a location, such determination should be made by the ACICA or by the arbitrator.

(iv) If you or LiVELY submits a dispute to arbitration and the arbitrator orders any exchange of information, you and LiVELY agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, or other materials that might be exchanged or the subject of discovery in the arbitration. You and LiVELY agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration. The arbitrator has exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.

(v) The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual Dispute before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

(vi) The ACICA Supplementary Rules for Multiple Case Filings and the ACICA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar Disputes are asserted against LiVELY or against you by the same or coordinated counsel or are otherwise coordinated (such Disputes, “Coordinated Disputes”). In addition to the application of the ACICA Supplementary Rules for Multiple Case Filings and the ACICA Multiple Consumer Case Filing Fee Schedule, you and LiVELY understand and agree that Coordinated Disputes may delay resolution of your or LiVELY’s Dispute.

c. Enforceability

If any portion of this section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this section 16 or the parties’ ability to compel arbitration of any remaining Disputes on an individual basis pursuant to this section 16; and (iii) to the extent that any Disputes must therefore proceed on a class, collective, consolidated, or representative basis, such Disputes must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those Disputes will be stayed (and statutes of limitations tolled) pending the outcome of any individual Disputes in arbitration. Further, if any part of this section 16 is found to prohibit an individual Dispute seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section 16 will be enforceable.

d. Changes

Notwithstanding the provisions of section 19, if LiVELY changes this section 16 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to hello@livelifelively.co) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of LiVELY’s email to you notifying you of such change. In order to be effective, the rejection notice must include your full name, mailing address, and email address and clearly indicate your intent to reject changes made to this section 16. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and LiVELY in accordance with the provisions of the Terms you previously agreed to. If the Terms are otherwise modified, without changing this section 16, you agree that modification will not create a new right to opt out of arbitration.

17. Governing Law and Venue

These Terms and any action related thereto will be governed by the laws of State of NSW without regard to its conflict of laws provisions. If any Dispute is not subject to arbitration or cannot be heard in small claims court, then the state and federal courts will have exclusive jurisdiction. You and LiVELY waive any objection to venue in any such courts.

18. Modifying and Terminating the Services

We may change or discontinue any or all or any parts of the Services at any time and without notice, at our sole discretion, for any purpose, including to make improvements, address technical needs, and help prevent damage to users or the Services. You also have the right to stop using the Services at any time. To the extent permitted by applicable laws, we are not responsible for any loss or harm related to your inability to access or use the Services.

19. Changes to Terms

We may make changes to these Terms by notifying you of the changes, including by posting the revised Terms on the applicable Services or providing additional notice (like by email or via in-service message). For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Except as specified in section 16, disputes arising under these Terms will be resolved in accordance with the version of these Terms in place at the time the dispute arose. Unless we indicate otherwise in our notice, your use of the Services following the effective date of any changes to these Terms will constitute your acceptance of such changes. If you do not agree to the updated Terms, you should terminate your account and stop using the Services.

20. Other Terms

These Terms and all additional terms incorporated herein constitute the entire and exclusive understanding and agreement between LiVELY and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between LiVELY and you regarding the Services.

If any provision or part of a provision of these Terms is held unlawful, invalid, or unenforceable, that provision or part of the provision will be enforced to the maximum extent permissible and is deemed severable from these Terms, and the other provisions of these Terms will remain in full force and effect.

These Terms and all additional terms and related documents, including notices and other communications are in the English language. Any translations provided are for your convenience only.

You may not assign or transfer any of your rights or obligations under these Terms, by operation of law or otherwise, without LiVELY’s prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms, without such consent, will be null and of no effect. We may freely assign or transfer our rights and obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

LiVELY’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of LiVELY. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.

21. Feedback

LiVELY does not accept nor consider unsolicited creative ideas, materials, or pitches of any kind. If you provide ideas, suggestions, or other feedback about LiVELY or the Services, that feedback is not confidential and may be used by us without restriction and without payment to you. LiVELY does not waive any rights to use similar or related ideas previously known to LiVELY, developed by its employees, or obtained from other sources.

22. Contact Information

If you have questions about these Terms or the Services, please contact LiVELY by email at hello@livelifelively.co

23. iOS Minimum Terms for Custom EULA

The following provisions apply if you are accessing or using our mobile app on an Apple Inc. (“Apple”) branded mobile device. These Terms, including this section, constitute a custom EULA for any LiVELY mobile app for purposes of Apple’s agreements, and you acknowledge that Apple’s standard EULA will not apply.

Acknowledgement. The Terms are concluded between LiVELY and you only, and not with Apple. As between Apple and us, we are solely responsible for our app and the content thereof.

Scope of License. The license granted to you for our app under section 6 of the Terms is limited to a non-transferable license to use our app on any Apple-branded products that you own or control and as permitted by our Apple Usage Rules set forth in the App Store Terms of Service, except that our app may be accessed, acquired, and used by other accounts associated with the purchaser via “Family Sharing” or volume purchasing.

Maintenance. We are not obligated to provide any support or maintenance services for our app except as required by law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to our app.

Warranty. We are solely responsible for any warranties, whether express or implied by law, to the extent not effectively disclaimed under section 12 of the Terms. In the event of any failure of our app to conform to any applicable warranty not effectively disclaimed under section 12, you may notify Apple, and Apple will refund the purchase price (if any) for our app; and you agree that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to our app, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our sole responsibility.

Liability. Subject to section 15 of the Terms, we, and not Apple, are responsible for addressing any claims of yours or any third-party relating to our app or your possession and/or use of that app, including: (i) product liability claims; (ii) any claim that our app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

IP Claims. Subject to section 15 of the Terms, in the event of any third-party claim that our app or your possession and use of our app infringes any third-party’s intellectual property rights, we, and not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

Legal Compliance. You represent and warrant that you (i) 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 (ii) are not listed on any U.S. Government list of prohibited or restricted parties.

Name and Address. If you have any questions, complaints, or claims with respect to our app, they should be directed to us as specified in section 22.

Third-Party Beneficiaries. Apple and its subsidiaries are third-party beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

Global Addendum

1. Rights that Cannot be Excluded If you are located in a country which provides consumer guarantees or imposes obligations on us which cannot be excluded, restricted, or modified, or only to a limited extent, then nothing in these Terms is intended to exclude, restrict, or modify such mandatory guarantees or obligations. For instance, if you are in Australia, these Terms are subject to the Australian Consumer Law, as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

2. Modifying and Terminating the Services If we make a change or discontinue a Service that unreasonably disadvantages you or otherwise significantly disturbs the contractual balance between the parties, including changes to the essential characteristics of the Service, you can object by terminating your account and/or Recurring Subscription. If you terminate your Recurring Subscription in those cases, you may be entitled to receive a pro rata refund of amounts you have paid for the unused portion of your terminated Recurring Subscription.

Subject to the above, if you are located in Australia and terminate your Recurring Subscription in these cases, you will be entitled to a pro rata refund of the amounts you have paid for the unused portion of your terminated Recurring Subscription.

3. Governing Law If you are an individual consumer who is located in a jurisdiction that: (i) requires consumer contracts or consumer disputes to be governed by the laws of the jurisdiction where you are located or (ii) prohibits consumer contracts or consumer disputes from being subject to an exclusive jurisdiction which is not the jurisdiction where you are located, these Terms and any action related thereto will be governed by the laws, and subject to the jurisdiction of the state and federal courts, of the jurisdiction where you are located, to the extent required by local law.

Notwithstanding section 16 but subject to the above, if you are located in India and any Dispute cannot be subject to arbitration, courts in Bangalore shall have exclusive jurisdiction over such Dispute.

4. Alternative Indemnity If you are located in Australia, section 13 of the Terms will not apply to you, and this Alternative Indemnity section will apply instead.

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless LiVELY and its officers, directors, partners, employees, and agents (individually and collectively, the “LiVELY Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees (“Claims”), arising out of or in any way connected with your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights).

You will promptly notify the LiVELY Parties of any third-party Claims, cooperate with the LiVELY Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the LiVELY Parties will have control of the defense or settlement, at LiVELY’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and LiVELY or the other LiVELY Parties.

5. Alternative to Arbitration Section 16 of the Terms will not apply to you if you are located in Canada or another jurisdiction outside of the U.S. where its arbitration and class action waiver provisions are prohibited by applicable law or otherwise not enforceable. If you are located in such a jurisdiction, this Alternative to Arbitration section will apply to Disputes instead.

6. Contracts Rights of Third-Parties for Users in Singapore If you are located in Singapore, a person who is not a party to the Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore (as may be amended from time to time) to enforce any of the Terms.

7. Termination for Users in South Korea If you are located in South Korea and under 19 years of age (the age of legal majority in South Korea), either you or your legal representative may cancel your account in accordance with section 11 above.