Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Terms and conditions Agreement:

• Agreement means this Terms and conditions Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
• Application means the software program provided by the Company downloaded/installed/used by You on a Device, named Babybio.
• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Babybio Pty Ltd, 7 Elm Drive, Oakbank, SA 5243, Australia.
• Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
• Country refers to: South Australia, Australia
• Device means any device that can access the Application such as a computer, a cellphone/mobile phone or a digital tablet.
• Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
• You means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
• User means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.

This Agreement sets forth the general terms and conditions of your use of the Application and any of its products or services.

You must be at least 16 years of age to use this Application. By using this Application and by agreeing to this Agreement You warrant and represent that You are at least 16 years of age.

If You create an account in the Application, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your account.
You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
We may suspend, disable, or delete your account (or any part thereof) if We determine that You have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If We delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.

You take full responsibility for maintaining reasonable security precautions for your account. You are responsible for protecting and updating any login account provided to you for our Services. You must protect the confidentiality of your login details, and you should change your password periodically.

We do not own any data, information or material ("Content") that You submit in the Application in the course of using the Service.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may monitor and review Content in the Application submitted or created using our Services by you.
Unless specifically permitted by You, your use of the Application does not grant Us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing or any similar purpose. But you grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your user account solely as required for the purpose of providing the Services to you.
Without limiting any of those representations or warranties, We have the right, though not the obligation to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.

We perform regular backups of the Content and will do our best to ensure completeness and accuracy of these backups. In the event of the hardware failure or data loss We will restore backups automatically to minimize the impact and downtime.

During use of the Application, you may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through the Application. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between You and the applicable third-party.
We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

Although this Application may link to other applications or websites, We are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked application or website, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their applications or websites.
We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties.
You should carefully review the legal statements and other conditions of use of any application or website which you access through a link from this Application. Your linking to any other off-site applications or website is at your own risk.

You may not use the Application, in addition to other terms as set forth in the Agreement, to publish content or engage in activity that is harmful to others, or that would subject us to liability, including, without limitation, in connection with any of the following, each of which is prohibited under this Policy:

1. for any unlawful, obscene or immoral purpose;
2. to solicit others to perform or participate in any unlawful acts;
3. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
4. to host, distribute or link to child pornography or content that is harmful to minors;
5. to distribute pornography or adult related content;
6. to promote or facilitate prostitution or any escort services;
7. to harass, abuse, insult, harm, threaten harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
8. to submit false or misleading information;
9. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related application, other applications, or the Internet;
10. to collect, attempt to collect or track the personal information of others without their knowledge or consent;
11. to disclose sensitive personal information about others;
12. to impersonate any person or entity including the Company and its employees or representatives
13. to spam, phish, pharm, pretext, spider, crawl, or scrape;
14. to interfere with or circumvent the security features of the Service or any related application, other applications, or the Internet.
15. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
16. to promote or facilitating gambling, violence, terrorist activities or selling weapons or ammunition;
17. to engaging in the unlawful distribution of controlled substances, drug contraband or prescription medications;
18. to managing payment aggregators or facilitators such as processing payments on behalf of other businesses or charities;
19. to facilitate pyramid schemes or other models intended to seek payments from public actors;
20. to facilitate, aid, or encourage any of the above activities through our Services.

We reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Agreement, refuse or remove any Content. We further reserves the right to make formatting and edits and change the manner of any Content. We can also limit or revoke the use of the Application if You post such objectionable Content.

As the We cannot control all content posted by users and/or third parties on the Application, you agree to use the Application at your own risk. You understand that by using the Application You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will We be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Any User in violation of our Services security is subject to criminal and civil liability, as well as immediate account termination. Examples include, but are not limited to the following:

• Use or distribution of tools designed for compromising security of the Services.
• Intentionally or negligently transmitting files containing a computer virus or corrupted data.
• Accessing another network without permission, including to probe or scan for vulnerabilities or breach security or authentication measures.
• Unauthorized scanning or monitoring of data on any network or system without proper authorization of the owner of the system or network.
• Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.

You may not consume excessive amounts of the Services or use the Services in any way which results in performance issues or which interrupts the services for other Users. Prohibited activities that contribute to excessive use, include without limitation:

• Deliberate attempts to overload the Services and broadcast attacks (i.e. denial of service attacks).
• Engaging in any other activities that degrade the usability and performance of our Services.

Copyrighted material must not be published via our Services without the explicit permission of the copyright owner or a person explicitly authorized to give such permission by the copyright owner. Upon receipt of a claim for copyright infringement, or a notice of such violation, we will immediately run a full investigation and, upon confirmation, will promptly remove the infringing material from the Services. We may terminate the Service of Users with repeated copyright infringements. Further procedures may be carried out if necessary. We will assume no liability to any User of the Services for the removal of any such material.

If you believe your copyright is being infringed by a person or persons using our Services, please send a report of the copyright infringement to the contact details listed at the end of this Policy. Your notice must include the following:

• Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted words at a single site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the copyright owner's agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We reserve our right to be the sole arbiter in determining the seriousness of each infringement and to immediately take corrective actions, including but not limited to:

• Suspending or terminating your Service with or without notice upon any violation of this Policy. Any violations may also result in the immediate suspension or termination of your account.
• Disabling or removing any content which is prohibited by this Policy, including to prevent harm to others or to us or our Services, as determined by us in our sole discretion.
• Reporting violations to law enforcement as determined by us in our sole discretion.
• A failure to respond to an email from our abuse team within 2 days, or as otherwise specified in the communication to you, may result in the suspension or termination of your Services.

Suspended and terminated User accounts due to violations will not be re-activated.

Nothing contained in this Policy shall be construed to limit our actions or remedies in any way with respect to any of the prohibited activities. We reserve the right to take any and all additional actions we may deem appropriate with respect to such activities, including without limitation taking action to recover the costs and expenses of identifying offenders and removing them from our Services, and levying cancellation charges to cover our costs. In addition, We reserve at all times all rights and remedies available to us with respect to such activities at law or in equity.

WE RESERVE THE RIGHT TO MODERATE, DISABLE OR REMOVE ANY CONTENT TO PREVENT HARM TO OTHERS OR TO US OR OUR SERVICES, AS DETERMINED IN OUR SOLE DISCRETION. WE RESERVE THE RIGHT TO TERMINATE YOUR USE OF THE SERVICE OR ANY RELATED APPLICATION FOR VIOLATING ANY OF THE PROHIBITED USES.

If you have discovered and would like to report a violation of this Policy, please contact us immediately. We will investigate the situation and provide you with full assistance.

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company.

This Agreement does not transfer to you any intellectual property owned by us or third-parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with us. All trademarks, service marks, graphics and logos used in connection with our Application or Services, are trademarks or registered trademarks of BabyBio Pty Ltd or our licensors. Other trademarks, service marks, graphics and logos used in connection with our Application or Services may be the trademarks of other third-parties. Your use of our Application and Services grants you no right or license to reproduce or otherwise use any BabyBio Pty Ltd or third-party trademarks.

We shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Application. To the extend the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.

We reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.

Updates to the Application

We may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.

Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to
(i) provide any Updates, or
(ii) continue to provide or enable any particular features and/or functionalities of the Application to You.

You further agree that all updates or any other modifications will be
(i) deemed to constitute an integral part of the Application, and
(ii) subject to the terms and conditions of this Agreement.

Maintenance and Support

We do not provide any maintenance or support for the download/installation and use of the Application. To the extent that any maintenance or support is required by applicable law, we shall be obligated to furnish any such maintenance or support.

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that the We shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You must comply with applicable Third parties' Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties' Terms and conditions.

We collect, store, maintain, and share information about You in accordance with Our Privacy Policy.

By accepting this Agreement, You acknowledge that You hereby agree and consent to the terms and conditions of Our Privacy Policy.

You agree that your use of our Application or Services is solely at your own risk. You agree that such Service is provided on an "as is" and "as available" basis.
We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected.
You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.
We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

To the fullest extent permitted by applicable law, in no event will BabyBio Pty Ltd, its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if BabyBio Pty Ltd has been advised as to the possibility of such damages or could have foreseen such damages.
To the maximum extent permitted by applicable law, the aggregate liability of BabyBio Pty Ltd and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to BabyBio Pty Ltd for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

You agree to indemnify and hold BabyBio Pty Ltd and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys' fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Application or Services or any willful misconduct on your part.

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of South Australia, Australia without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Australia.
The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in South Australia, Australia, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of its assets or stock or as part of a merger.

We reserve the right to modify this Agreement or its policies relating to the Application or Services at any time, effective upon posting of an updated version of this Agreement in the Application. When we do, we will post a notification in our Application. Continued use of the Application after any such changes shall constitute your consent to such changes. If you do not agree to the new terms, you are no longer authorized to use the Application.

The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

You acknowledge that you have read this Agreement and agree to all its terms and conditions.
By clicking the "I Agree" button, downloading, installing or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the "I Agree" button, do not download, do not install or do not use the Application.
This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company. The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement. You represent that you are over the age of 16. The Company does not target its Content to children or teenagers under 16, and the Company does not permit any user under 16 for using the Application.

If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may do so by sending an email to support@babybio.app or write a letter to 7 Elm Drive, Oakbank, SA, Australia

This document was last updated on May 15, 2020

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