Terms of Service

Thank you for using the services of ZIMMEE.

The Terms and Conditions of Service set out below (“ Terms ”) outline the provision of recruitment and networking services for athletes and sporting organisations and govern the access and use of the ZIMMEE website (“ Website ”) and the ZIMMEE mobile device software application (including all features, functions, software and componentry) (the “ App ”) (collectively the “ Services ”), and form a binding agreement between SCOUT HQ PTY LTD ACN 681 423 405 trading as ZIMMEE (collectively or individually “ ZIMMEE ”, “ We ”, “ Us ”, “ Our ” and similar grammatical forms) and the Client (collectively or individually “ You ”, “ Your ”, “ Client ”, “ Clients ” and similar grammatical forms).

Clients who use the Services must do so under the following Terms (this “ Agreement ”).

The Services, including all intellectual property and confidential information, is owned and operated by ZIMMEE.

Our privacy policy is located at https://zimmee.app/ (“ Privacy Policy ”).

By accessing or using the Services, You acknowledge that You have read, understood, and agree to be bound by the Terms of this Agreement.

If You do not agree to the Terms, please cease using the Services immediately.

We recommend that You save a copy of this Agreement for Your records.

ZIMMEE reserves the right to periodically modify this Agreement. Any such changes will be published on the Website and become effective at least fourteen (14) days following the posting.

If You do not accept the amendments, You must discontinue accessing or using the Services.

By continuing to access or use the Services, You agree that the then current version of this Agreement (including any amendments effective at that time) or Privacy Policy applies to Your access and use of the Services.

Interpretation

Any terms used in these Terms have the same meaning as in the Tax Invoice.

In these terms:

App means the ZIMMEE mobile software application, including all associated content, features, functionality, updates, enhancements, and components, made available by ZIMMEE for download or access on compatible devices via authorised third-party application stores or platforms (such as the Apple App Store or Google Play Store).

Authorised User means an individual who has been nominated by a Club with a valid Club Premium Subscription to access and use the Services on the Club’s behalf.

Claim means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

Client means the person, firm, organisation or corporation using the Services;

Club means a sporting organisation, team, association or other incorporated or unincorporated entity involved in the recruitment, development or management of athletes, which registers for a Club Premium Subscription to access and use the Services.

Club Premium Subscription means a paid subscription tier offered by ZIMMEE that permits a Club to register a Club Account and nominate up to five (5) Authorised Users to access and use the Services on the Club’s behalf, subject to these Terms.

GST means the tax payable on a Taxable Supply within the meaning of the GST Act;

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related Act imposing such tax or legislation that is enacted to validate;

Loss means all loss, including financial losses, damages, legal costs (on an indemnity basis) and other expenses of any nature, including consequential and indirect losses and loss of profits or business.

Minor considered to be a person under thirteen (13) years of age.

Taxable Supply has the meaning given to the term in the GST Act;

Terms means these terms and conditions.

Third Party means any person, organisation, entity or provider of products or services that are not owned, operated or controlled by ZIMMEE.

User means any individual who accesses or uses the Services.

User Account means an account registered with ZIMMEE by an individual or, in the case of a Club Premium Subscription, by a Club and its nominated Authorised Users, which enables access to and use of the Services.

User Content means messages, personal information, general information, opinions, images, videos, material, content or other data, whether in writing or otherwise and as submitted and uploaded by You using the Services.

Website means the ZIMMEE website located at https://zimmee.app/.

Acceptance & Agreement

The Services are provided to You in accordance with this Agreement and subject to these Terms.

Upon acceptance of these Terms, You may only use the Services in accordance with these Terms.

You are taken to have accepted, and are immediately bound by, these Terms, upon You:

continuing to access and use the Services after viewing or receiving a copy of these Terms; or
by any other means or method which informs ZIMMEE of Your acceptance.

Using the Services

You must be at least eighteen (18) years of age to access and use the Services.

To the full extent permitted under any applicable law, ZIMMEE declines any responsibility for any acts or omissions made by a minor with or without a parent or guardian's permission.

If You are under eighteen (18) years of age, You may only access the Services with the involvement and consent of a parent or guardian.

You agree not to misrepresent Your identity or any personal information.

You warrant that all data provided by You to us is correct, accurate, current and complete.

You must only use the Services in accordance with these Terms and any applicable laws.

By entering this Agreement, You acknowledge and agree that You engage with the Services at Your own risk and responsibility.

You agree to indemnify, defend and hold harmless ZIMMEE, its directors, officers, employees, consultants, agents, and affiliates, from any and all third-party claims, liability, damages and/or costs (including, but not limited to, legal fees on an indemnity basis) arising from Your use (or misuse) of the Services or Your breach of the Terms.

You agree and accept that all, or a portion of, the App may only be accessed and used through downloading the App to a compatible mobile electronic device.

Users agree that they are solely responsible for:

the access and use of the Services, including all of its functions, features and services; and
their actions and omissions when communicating with other Users and when sharing, disseminating or otherwise exchanging information, data and related information to other Users; and
all acts, omissions and activities and their legal consequences while accessing and using the Services and its associated services provided by ZIMMEE.

When accessing and using the Services, you understand and agree that:

Your location can be identified using a variety of technologies available to ZIMMEE and its service providers.
For example, Global Positioning System (GPS), cellular tower triangulation or the underlying connection to the internet through Your Wi-Fi;
ZIMMEE may record, collect and use Your location or geolocation information in accordance with its Privacy Policy;
Your location information may be shared with other Users where you have provided your consent;
where background location settings are enabled on your device, ZIMMEE may record the location of Your device even when You are not actively interacting with the App or the Services;
the Services are intended for individual use only; and
the Services must not be relied upon in any emergency situation or in any hazardous environment where the failure or inaccuracy of location-based data could result in injury, property damage, disability, impairment or death.

You must not access or use the Services for any unlawful purpose. Without limitation, you must not:

commit or encourage a criminal offence;
undertake any fraudulent, abusive or illegal activity;
propagate or distribute any virus, trojan, worm, logic bomb or any other material or program which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
violate or attempt to violate the security of the Services;
gain unauthorised access to any part of the Services, ZIMMEE’s systems, or the systems of other Users;
corrupt data or jeopardise the integrity of the data resulting in a data breach;
cause annoyance to other Users;
infringe upon the rights of any other person's proprietary rights;
collect any personal information on other individuals or upload personal information of other individuals, including their names, address, phone number or any additional identifying information;
send any unsolicited advertising or promotional material, commonly referred to as "spam";
attempt to affect the performance or functionality of any computer facilities of or accessed through the Services;
manipulate, reproduce, distribute or re-transmit any of the material in any material form by any medium of communication;
deliberately attempt to overload a computer system, broadcast attacks or any other method designed to damage or interfere with the operation of a computer system, website or the App; or
“frame” any of the material on or within the Services with other material on any other website or application we make available to you.

The conduct described in clause 3.10 is unlawful in any jurisdiction and is expressly prohibited by these Terms.

ZIMMEE reserves the right to report any suspicion of a User’s breach of the above provisions to the relevant law enforcement authorities and disclose to them the perpetrating User’s identity and suspicion of illegal, offensive, indecent or abusive acts or omissions.

You must not modify, disassemble, decompile or reverse engineer the Services or any technology made available in connection with the Services, except to the extent that such restriction is expressly prohibited by law without the possibility of contractual waiver.

The restriction on the modification, disassembly, decompilation or reverse engineering of our Services is subject to your rights under Part III Div 4A (“Acts not constituting infringement of copyright in computer programs”) of the Copyright Act 1968 (Cth).

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your electronic device and equipment, computer equipment, computer programs, data or other proprietary material due to your access or use of the Services or to your downloading of any material and content posted on it, or on any Linked Services.

Your access or use of the Services is permitted on a temporary basis only.

We reserve the absolute right to withdraw, restrict or amend the Services as and when we deem it appropriate to do so and with or without notice to you at our election.

We may terminate, restrict or disturb access or use of the Services at any time without giving Users any explanation or justification for such acts.

Accordingly, we have no liability for any costs, losses or damages of any kind arising out of or as a consequence of exercising our right to terminate, restrict or disturb access or use of the Services for any User.

User Content

ZIMMEE allows its Users to submit and upload User Content to the Services from time-to-time.

You are solely responsible for the User Content that submitted or uploaded to the Services and the reliance on or use of User Content of other Users and third parties, including all legal or other consequences of uploading, publishing, and disseminating the User Content.

You accept that you may receive or view the User Content from other Users and third parties, including content or information that is unverified, inaccurate or offensive.

You acknowledge that ZIMMEE cannot guarantee the quality of the User Content uploaded to the Services.

You agree that ZIMMEE is not responsible or liable for:

any User Content provided by its Users, including any matters in connection with or arising from User Content; and
monitoring, verifying or confirming the accuracy, truthfulness or factual nature of any User Content; and
monitoring, managing and removing any User Content that is, or may be deemed as being, inaccurate, fictitious, derogatory, or offensive.

Where ZIMMEE elects, in its sole discretion, to accept and publish any User Content, ZIMMEE does not assume any responsibility for the accuracy, legality, completeness or reliability of that User Content.

ZIMMEE is under no obligation to monitor, verify or take any action in respect of User Content that may be unverified, inaccurate, misleading, derogatory or offensive.

ZIMMEE does not endorse, warrant or make any representation in relation to any User Content or any content provided by a Third Party.

ZIMMEE may, for any reason and at any time, request that a User delete, edit, remove or otherwise amend their User Content.

ZIMMEE reserves the right, in its sole discretion, to remove, modify or edit any User Content without notice, without the need for consent, and for any reason.

You must not reuse, modify, distribute, share or otherwise deal with the User Content of any other Users or a Third Party without their prior consent.

You acknowledge that User Content is owned by the User who created it and that such content is subject to the terms of the licence granted by that User to ZIMMEE in respect of their User Content.

User Safety

Users agree that they are responsible for:

their use of the App; and
the actions of other Users of the App who the User may communicate or exchange information with; and
all activities and the legal consequences of those activities while using the App.

ZIMMEE reserves the right to report any suspicion of illegal, offensive, indecent or abusive activity to the police or relevant authorities.

User Content Licence

You retain the ownership rights in your User Content. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

You grant to ZIMMEE, and represent and warrant that you have the right to grant a perpetual, irrevocable, non-exclusive, transferrable, payment-free, royalty-free and fully paid-up global licence to use, exploit, edit, disseminate, reproduce, publicly display, commercialise, and perform, create derivative works from, incorporate into other works, your User Content including rights to sublicence and assign, for any purpose as determined by ZIMMEE, including incorporating the User Content into the Services and as otherwise permitted by these Terms.

You grant ZIMMEE, in connection with any sale, transfer or other dealing concerning ZIMMEE or any assets (or any portion of any assets) of ZIMMEE or the Services, the right to sell, transfer or assign the User Content to a Third Party or related corporation without notice to you and without your consent.

ZIMMEE will treat feedback and suggestions that you supply as non-confidential and non-proprietary in nature.

You understand and agree that any feedback and suggestions you provide are provided without any obligation for ZIMMEE to compensate you in any way.

If you provide ZIMMEE with any feedback and suggestions, then you agree to automatically assign all existing and future rights and intellectual property rights that subsist the feedback and suggestions to ZIMMEE upon their creation.

You acknowledge and accept that all rights subsisting in your feedback and suggestions will be assigned to and owned by ZIMMEE, who will hold the right to use and exploit your feedback and suggestions in any way.

You agree to do all things necessary and sign all documents as required and acceptable by ZIMMEE to give effect to this assignment.

User Account

You acknowledge and agree that access to certain features of the Services may require registration of a User Account with ZIMMEE.

A User is responsible for providing accurate, complete and current information to ZIMMEE in connection with the creation and maintenance of their User Account, and must ensure that such information remains accurate and up to date for the duration of their access to and use of the Services.

A User Account is generally intended to be used by a single individual.

However, where a Club has purchased a Club Premium Subscription, the Club may create and manage a Club Account and nominate up to five (5) Authorised Users to access and use the Services on the Club’s behalf.

Each Authorised User nominated under a Club Premium Subscription must:

create their own individual User Account linked to the Club Account;
comply with these Terms and any directions issued by ZIMMEE; and
use the Services solely for the purposes of representing and managing the Club’s recruitment and networking activities.

Except where clause 6.8 applies, a User Account is unique to the individual User and must not be shared, transferred, sold or used by any other person.

A User must not access or attempt to access the User Account of another User or any third party.

A User must not offer to purchase or sell any User Account.

You are responsible for:

the confidentiality of your User Account;
the login information and passwords of your User Account; and
all activity and use of your User Account, including by any third parties and whether or not with your consent or authorised by you.

You agree to immediately notify ZIMMEE if you become aware of any unauthorised activity, use or breach of security concerning their User Account.

ZIMMEE is not liable for any Loss or liability due to a person accessing or using, with or without Your knowledge, authorisation or consent, the Services, Your User Account, including Your personal and login information.

You agree to hold ZIMMEE harmless from and indemnify ZIMMEE against all claims, Loss or liabilities that may arise from a person or Third Party’s access or use of the Services, Your User Account and Your personal information, whether with or without your knowledge, authorisation or consent.

You understand that ZIMMEE may not back-up or store a copy of the User Account or the User Content.

ZIMMEE is not required or under any obligation to retain or keep a copy of a User’s Account, User Content, and any data or information supplied during the provision of the Services.

You accept that it is Your full responsibility to back-up and safely store all User Account and User Content data and any data or information that You acquire, exchange, upload, submit or access during your access and use of the Services.

You agree and acknowledge that ZIMMEE may use Your personal information to send You messages containing important information about Your User Account and requested notification preferences chosen within the Services.

These messages are an important part of the Services and Your access and use of the App with which will be sent to you as long as you hold a User Account with ZIMMEE.

You may request to opt-out of receiving these messages by updating your notification preferences within the Services.

Children and Responsible Persons

ZIMMEE may permit participation from children and minors provided that a parent or legal guardian (“ Responsible Person ”) of that minor provides their verified consent.

A Responsible Person must comply with child online privacy protection laws and must provide verified consent through providing proof of identification (in the form of a photo identification card, driver licence, passport or any other identification document accepted by ZIMMEE).

Where a Responsible Person’s consent is required, we recommend that the Responsible Person monitor their Minor’s online activity and the use of the Services.

A Responsible Person can remove the Minor’s access and use of the Services by deleting the Minor’s User Account.

Purchases made through the Services are limited to Users who either:

are able to consent to a contract in their country of residence; or
if below the age needed to consent to a contract, have the consent of a Responsible Person.

A Responsible Person can see their Minor’s device settings for our App to restrict in-App purchases by their Minor.

To the full extent permitted under any applicable law, ZIMMEE declines any responsibility for any activity conducted by a Minor with or without a Responsible Person's permission.

If a Responsible Person consents to their Minor accessing or using the Services, the Responsible Person agrees to be bound by these Terms and the Agreement relating to the use of the Services by a Minor.

Referrals and Promotions

ZIMMEE may from time-to-time, and in its absolute discretion, provide you with a code that uniquely identifies your User Account for the purposes of a Referral (“ Referral Code ”).

A Referral means the referral of ZIMMEE to a Third Party who has not previously accessed or used the App or as otherwise stated or promoted by ZIMMEE, including through any authorised Third Party promotion.

A valid Referral takes place when a new User of the App registers with ZIMMEE or creates a User Account (“ Referral ”).

If You make a valid Referral, You may be entitled to a Referral Benefit.

ZIMMEE may, at any time and in its sole discretion, amend or vary the terms and conditions applicable to the Referral, or Referral Benefit, including (without limitation) altering the definition of a Referral, or the manner in which a Referral Code operates or applies to a User.

ZIMMEE may revoke or refuse to recognise any Referral or Referral Code at its discretion for reasons including where there is a suspicion of misuse or non-compliance.

ZIMMEE may require a User to validate a Referral Code and substantiate its legitimacy.

Users must act honestly and in good faith in all dealings with ZIMMEE in relation to the use and validity of any Referral Code.

ZIMMEE may, from time to time, make available to eligible Users certain promotional offers or benefits provided by Third Parties.

Participation in any such Third Party promotion is subject to the terms and conditions of the relevant Third Party.

Users are responsible for reviewing and complying with all applicable terms, rules and policies prior to participating in any Third Party promotion.

This may include referral or discount codes obtained and advertised by ZIMMEE from Third Parties.

Any Referrals, Referral Codes, Referral Benefits or promotional codes or offerings and any Third Party promotions that are made available to you by ZIMMEE:

cannot be replaced if lost, or used in conjunction with any other offer or Referral (unless expressly permitted by ZIMMEE);
cannot be assigned, are non-transferable and are non-redeemable for money or other consideration;
may be withdrawn, cancelled or terminated by ZIMMEE at any time and in its absolute discretion; and
may be suspended, including your access and use of the Services, if ZIMMEE forms the reasonable view that any fraud, tampering or other gaming or illegal activity is occurring or is suspected to be occurring.

Premium Services

ZIMMEE may make Premium Services available to Users provided that the User creates a User Account and pays the applicable fee.

Users acknowledge and agree that Premium Services are only for a fixed time period and will automatically renew continuously, requiring the User to continue paying the applicable fee until the User cancels the Premium Services, or ZIMMEE bans, suspends or terminates the Premium Services in accordance with these Terms.

ZIMMEE may offer different tiers of Premium Services, including Free Premium, Base Premium and Pro Premium options, which may vary depending on the type of User, the number of Authorised Users, or the size or scale of the Club.

The fixed term, any applicable renewal period and the total cost of any Premium Services will be disclosed through the Services or by such other means as ZIMMEE may determine from time to time.

Where a User requests, converts to, subscribes to, registers for or purchases Premium Services, or receives a Referral Benefit, the User may be required to provide valid and up-to-date payment information.

In respect of any Premium Services, the applicable fees will be charged to the User at the commencement of the Premium Services period, and again at the commencement of each subsequent renewal period, unless cancelled in accordance with these Terms.

Any cancellations by Users take effect from the next billing period when the payment would be due.

Where fees have already been paid for Premium Services, the User will continue to have access to those Premium Services until the conclusion of the current Premium Services period.

No refunds will be issued for unused portions of a Premium Services period unless otherwise required by law.

Where ZIMMEE becomes aware of any error in the charging of fees, ZIMMEE may correct such error or update relevant billing information at any time.

If a User pays any fee in accordance with these Terms for the use of the Services, and the User is located or resides in a country where the Services are not currently offered or accessible, ZIMMEE may, and upon written request by the User within thirty (30) days accompanied by evidence of the User’s current location and residential address, elect to refund all or part of the fees paid.

Upon such refund, the User Account will be cancelled and terminated.

A Referral Benefit will expire after the specified time period determined by ZIMMEE.

If a User cancels their Referral Benefit before the expiry date, no refund will be provided and the User’s Account will revert to a standard, unpaid membership.

Pricing & Payment

From time to time, ZIMMEE may offer products or services for purchase through the App Store, Google Play Store, carrier billing or other payment platforms authorised by ZIMMEE (in-app purchases).

Where You elect to make an In-App Purchase, You will be prompted to confirm the transaction via the applicable payment provider.

Upon confirmation, Your nominated payment method (including, without limitation, any credit or debit card, or third-party account such as the App Store or Google Play account) (“ Payment Method ”) will be charged the amount displayed for the selected product or service, together with any applicable sales taxes or similar charges.

You authorise ZIMMEE, or the applicable third-party payment provider, to process such charges using Your Payment Method.

Unless otherwise agreed or stated, all amounts payable are expressed inclusive of GST and are in Australian Dollars.

In respect of any taxable supply, you must pay ZIMMEE an additional amount equal to the prevailing GST rate, payable at the same time and in the same manner as any fees.

Any upfront or advance fees paid to ZIMMEE are forfeited if you cancel, terminate, or otherwise do no proceed with the Services or any function within the Services for any reason.

You agree that ZIMMEE is under no obligation to make any refund of any payments made by you unless required by law.

ZIMMEE may, at its absolute discretion, accept or deny any cancellation or refund request by a User without reason or explanation.

If ZIMMEE learns of any error in the charging of fees, ZIMMEE may correct the error at any time and provide you with reasonable notice of its correction of the error at its discretion.

If You make a payment to ZIMMEE and you are located or reside in a country in which ZIMMEE is not currently active or available to access, then you may be eligible for a refund of all or part of the amount paid by you and received by us provided that you notify ZIMMEE within thirty (30) days from the date that you made the payment to request a refund and have provided satisfactory evidence of Your current locality and residential address for verification purposes.

You understand that Your User Account may then be cancelled and terminated.

Term & Termination

Unless expressly stated, this Agreement will remain in full force and will continue to apply to you until it expires or is terminated by either you or ZIMMEE with notice.

If you are in breach of these Terms, ZIMMEE may, at its discretion and without limiting any other rights or remedies available to it, terminate this Agreement, and/or suspend or cancel your access to the Services, whether temporarily or permanently.

To the maximum extent permitted by law, ZIMMEE will have no liability to you in connection with such termination, suspension or cancellation, and will not be required to refund any fees or amounts previously paid.

You acknowledge and agree that the perpetual license granted by you to us in relation to your User Content (including feedback and suggestions) is irrevocable in nature and will continue despite the expiry or termination of this Agreement.

The obligations to compensate for losses incurred by ZIMMEE and its officers, employees and agents in this Agreement are continuing obligations of the parties, separate and independent from their other obligations and survive termination of this Agreement and are absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the party that is obliged to provide the compensation.

ZIMMEE reserves the right to modify, suspend, disable or discontinue the Services, or any part of the Services, either temporarily or permanently and at any time.

While reasonable efforts will be made, where practicable, to provide prior notice of any such modification, suspension or discontinuation, You acknowledge and agree that advance notice may not always be possible.

Linked Services & Service Providers

The Services may contain links, connections or redirections to websites, platforms or applications which are owned and operated by Third Parties and which are not under ZIMMEE’s control (“ Linked Services ”).

These are provided out of convenience to You, and their existence does not imply any recommendation or endorsement by ZIMMEE of the contents of the Linked Services or their owner.

ZIMMEE is not responsible for the content or material contained on Linked Sites and Your actions or omissions associated with the Linked Services.

Accordingly, You access the Linked Services at Your own risk.

Subject to any non-excludable consumer guarantees and other consumer protection provisions set out in the Australian Consumer Law, the material or information contained on Linked Services are provided to You without any guarantees, representations, conditions or warranties, expressed or implied as to its accuracy, legality or correctness.

ZIMMEE may make the Services available for others to publish information without assuming a duty of care to Users.

ZIMMEE is not in the business of providing professional, personal or financial advice and give no warranty, guarantee or representation, express or implied, about the accuracy, reliability or timeliness or otherwise, of the information contained on the Services or Linked Sites.

You agree to undertake your own due diligence and obtain advice from a qualified professional.

By using, and continuing to use, the Services, You authorise ZIMMEE and its service providers (“ Service Providers ”) to access Third Party websites designated by You, on your behalf, to retrieve information requested by you in order to facilitate the provision of Services by ZIMMEE.

For that sole purpose only, You hereby appoint ZIMMEE and each Service Provider as your agent, with the full power of substitution and resubstitution, to access Third-Party websites, servers or documents, retrieve information, and use Your information, all as described in this clause, with the full authority to do and perform anything necessary to be done in connection with such activities, as fully to all intents and purposes as you may or could do in person.

You acknowledge and agree that when ZIMMEE or a Service Provider accesses and retrieves information from Third-Party websites, ZIMMEE and any Service Provider are acting as your agent.

You agree that Third-Party account providers are entitled to rely on the foregoing authorisation and agency granted by You solely for the purpose set out in this clause.

Intellectual Property

Any unauthorised reproduction, modification, copying or use of the intellectual property rights appearing on or substituting within the Services may violate copyright, trade mark and other property rights or legal protections.

It may result in criminal or civil penalties.

The Services and all software and content (including without limitation all text, graphics, icons, advertisements, photographic images, trade marks, specifications and design of goods or services and other information or rights contained or subsisting) made available to You on or through on the Services (other than the content of a Third Party), including and all intellectual property rights that subsist in the Services and all source code, software and content (including without limitation copyright, know-how, trade secrets, trade marks, patents, design rights, creative commons and all other forms of intellectual property existing in the world whether registered or unregistered) whether existing now or in the future and whether registered or unregistered (“ ZIMMEE Content ”) are owned by ZIMMEE or are licensed by a Third Party to ZIMMEE.

Such rights are protected by copyright laws, under treaties around the world and under common law principles.

ZIMMEE reserves all rights and the rights of its licensors and affiliated third parties.

Nothing in this Agreement constitutes or implies a transfer, assignment or novation of any intellectual property rights owned or licensed by ZIMMEE to You or any Third Party.

ZIMMEE reserves all intellectual property rights and that of its relevant Third-Party licensors, including, without limitation, all copyright in material or the Services.

Accordingly, You must not:

do anything which breaches or otherwise interferes with ZIMMEE’s intellectual property rights or the intellectual property rights of any of its Third Party licensors;
distribute, reproduce, publish, copy, alter, modify or create derivative works from any of the ZIMMEE Content or its trade or service marks without ZIMMEE’s prior written permission or that of its relevant Third Party licensor, or exploit such contents for commercial benefit, including any part of the Services and its features, functions, software and code subsisting within the Services.

ZIMMEE Content is supplied for personal use only and must not be:

re-sold or re-distributed in any material form;
stored in any storage media; or
re-transmitted in any media.

Except where expressly stated to the contrary, all persons (including their names, information and images), all Third-Party trade marks and content, services and/or locations featured on the Services are in no way associated, linked or affiliated with ZIMMEE.

You should not rely on the existence of such a connection or affiliation.

Where a reference to a Third Party and its goods or services or where a Third-Party trade mark or brand name is referred in the Services, it is used solely to describe or identify the goods and services of that Third Party and is in no way an assertion or representation that such goods or services are recommended or endorsed by or connected to the Services or ZIMMEE.

All Third Party trade marks and information contained on or in the Services are the property of their respective owners and their licensors.

Subject to this Agreement and all applicable laws and regulations, ZIMMEE grants to You a non-exclusive, non-transferable, personal, limited and restricted licence to only download, access, view, use, and display the ZIMMEE Content made available to You by ZIMMEE from time to time on accordance with the Terms.

You agree that any improvements or enhancements to the Services, ZIMMEE Content and intellectual property developed or created by You or by ZIMMEE during the provision of, or in connection with, the Services will automatically vest with ZIMMEE upon creation.

They will be wholly owned by ZIMMEE, regardless of how the improvement or enhancement is developed or is created.

You agree to sign and deliver any and all documentation required to give effect to clause 13.7 at Your cost and in the form acceptable to ZIMMEE, including any Deed of Assignment of Intellectual Property if requested by ZIMMEE.

All rights not expressly granted are reserved by ZIMMEE.

Third-Party Application Store Terms & Conditions Exclusion

ZIMMEE may make the App available for download or access via various Third-Party application stores or platforms from time to time, including (but not limited to) the Apple App Store, Google Play Store and Android Market.

You acknowledge and agree that:

the App may not be available on all Third-Party application stores or platforms, and availability is subject to change;
this Agreement is between the User and ZIMMEE only, and not with any Third-Party application store or platform;
Third-Party application stores or platforms may impose their own terms and conditions which You must read, understand and accept prior to downloading or accessing the App; and
Your access to and use of the App is subject to Your ongoing compliance with the applicable terms, conditions and privacy policies of any third-party application store or platform.

ZIMMEE will not be held liable in respect of any agreement or arrangement entered into between you and any Third-Party application store or platform concerning access to or use of the Services or any other related matter.

End-User Licence Agreement

ZIMMEE grants to the User a non-exclusive, worldwide, non-transferable and revocable licence to use the App for individual and non-commercial use on a compatible mobile electronic device owned, or leased, solely by the User subject to and in accordance with these Terms (the “ EULA ”).

The EULA granted under these Terms is not a sale of the Services or any copy thereof, and ZIMMEE or its Third-Party partners or suppliers retain all rights, titles, and interest in the Services (and any copy thereof).

Any attempt by a User to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.

ZIMMEE reserves all rights not expressly granted under these Terms.

ZIMMEE retains all rights, title to and interest in the App.

ZIMMEE reserves all rights not expressly stated or granted under these Terms.

The User agrees to comply with all Australian and foreign laws relating to the App regarding this EULA.

The User must not:

use the App for any purpose or in any manner other than as set out in clause 15.1;
use the App in any way that could damage the reputation of ZIMMEE or the goodwill or other rights associated with the App;
permit any Third Party to use the App;
permit any person to link to any page containing any part of the App (including via a hyperlink or RSS feed) without ZIMMEE’s prior written consent;
damage, destroy, disable, remove, bypass, circumvent or otherwise interfere with any security or confidential information of another User in respect of ZIMMEE;
except to the extent that applicable laws, including the Copyright Act 1968 (Cth), prevent ZIMMEE restraining the User from doing so, the User must not:
reproduce, copy, make error corrections to or otherwise modify or adapt the App, or create any derivative works based upon the App;
decompile, disassemble or otherwise reverse engineer the App or permit any Third Party to do so;
rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any Third Party or use the App to provide similar services for any Third Party;
sell, or cause to sell, the App (including any copies or reproductions), or this EULA; or
modify or remove any copyright or proprietary notices on ZIMMEE.

The User must ensure that the mobile electronic device on which the App is installed is compatible and in a good, up to date working order and operating condition before installation.

ZIMMEE reserves the right to issue updated or upgraded versions of the App at any time and without notice.

The updated or upgraded versions may automatically update on the User’s mobile electronic device. The User agrees and consents to:

any automatic update or upgrade of the App on the User’s mobile electronic device; and
these Terms apply to any and all such updates or upgrades of the App.

ZIMMEE will not be held liable for any updates, upgrades, or modifications of the App, including any consequences of those updates, upgrades or modifications, and any failures (including any data or information loss).

Apple App Store Prescribed Terms

In the event that a User accesses and uses the App from the Apple App Store, then this clause 16 applies, but the various subclauses will only apply to the extent that another term within these Terms is less restrictive, or is in conflict with, the multiple subclauses (or part of) within this clause 16 which are required by Apple to be enforceable at all times.

For clarity, if the body of these Terms provides for a more restrictive term, then what is provided under clause 16, then the Terms will prevail only to the extent of that specific term.

If a term provided under clause 16 provides for a more restrictive and/or conflicting term within clause 16 over the broader Terms, then that specific term within Clause 16 will apply.

Acknowledgement: ZIMMEE and the User acknowledges and agree that the EULA and these Terms are between ZIMMEE and the User only, and not with Apple.

ZIMMEE is solely responsible for the App and the content thereof.

The EULA may not provide for usage rules for the App that conflicts with the Apple App Store Terms of Service.

Terms under the Apple Terms of Service will apply from the date the User acknowledges and agrees with the Apple App Store Terms of Service.

Scope of Licence: The license granted to the User for the App is limited to a non-transferable license to use the App on any Apple-branded products that the User owns or controls and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service, except to the extent that the App is accessed and used by the User through other accounts associated with the User via Apple’s Family Sharing or volume purchasing features and services offerings only.

Maintenance and Support: ZIMMEE is solely responsible for providing maintenance and support services concerning the App, as specified in the EULA and these Terms, or as required under applicable law.

ZIMMEE and the User acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services concerning the App.

Warranty: We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed.

In the event of any failure of the App to conform to any applicable warranty, the User may notify Apple, and Apple will refund the purchase price for the App to the User;

and to the maximum extent permitted by applicable law, Apple has no other obligation whatsoever with respect to the App, and any other Claims, Losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be ZIMMEE’s sole responsibility.

Product Claims: ZIMMEE and the User acknowledges that ZIMMEE, not Apple, is responsible for addressing any Claims of the User or any Third Party relating to the App or the User’s possession and/or use of the App, including, but not limited to:

product liability Claims;
any Claim that the App fails to conform to any applicable legal or regulatory requirement; and
Claims arising under consumer protection, privacy, or similar legislation. The EULA does not limit ZIMMEE’s liability to the User beyond what is permitted by applicable law.

Intellectual Property Rights: ZIMMEE and the User acknowledges that, in the event of any Third-Party Claim that ZIMMEE or the User’s possession and use of the App infringes that Third Party’s intellectual property rights, ZIMMEE and not Apple, is responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement Claim.

Legal Compliance: The User represents and warrants that:

it is not located in a country that is subject to a United States of America Government embargo; or
it is not located in a country that has been designated by the United States of America Government as a “terrorist supporting” country; and
it is not listed on any United States of America Government list of prohibited or restricted parties.

Developer Name and Address: If the User has any questions, complaints or Claims with respect to the App, then the User is directed to contact ZIMMEE by email or telephone at the contact details provided below.

Third Party Terms of Agreement: The User must comply with any applicable Third Party terms of agreement when using the App.

For example, a User must not violate or breach their wireless data service agreement when accessing or using the App.

Third Party Beneficiary: ZIMMEE and the User acknowledges and agrees that Apple, and Apple's subsidiaries, are Third-Party beneficiaries of the EULA and these Terms, and that, upon the User’s acceptance of these Terms of the EULA and this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA and this Agreement against the User as a Third Party beneficiary thereof.

Google Play Store Terms

If a User accesses and uses the App from the Google Play Store (“ Google ”), then this clause 17 applies, but the various subclauses will only apply to the extent that another term within this Agreement is less restrictive, or is in conflict with, the multiple subclauses (or part of) within this clause 17 which are required by Google to be enforceable at all times.

For clarity, if the body of these Terms provides for a more restrictive term, then what is provided under clause 17, then the Terms will prevail only to the extent of that specific term.

If a term provided under clause 17 provides for a more restrictive and/or conflicting term within clause 17 over the broader Terms, then that specific term within clause 17 will apply.

Acknowledgement: ZIMMEE and the User acknowledges and agree that the EULA and these Terms are between ZIMMEE and the User only, and not with Google.

ZIMMEE is solely responsible for the App and the content thereof.

The EULA may not provide for usage rules for the App that conflicts with the Google Play Store Terms of Service of which will apply from the date the User agrees and accepts the Google Play Store Terms of Service.

Terms under the Google Play Store Terms of Service will apply from the date the User acknowledges and agrees with the Google Play Store Terms of Service.

Scope of License: The license granted to the User for the App is limited to a non-transferable license to use the App on any Google-branded Products that the User owns or controls and as permitted by the Usage Rules outlined in the Google Play Store Terms of Service, except to the extent that the App is accessed and used by the User through other accounts associated with the User.

ZIMMEE and the User acknowledge and agree that Google has no obligation whatsoever to furnish any maintenance and support services concerning the App.

Warranty: ZIMMEE is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed.

In the event of any failure of the App to conform to any applicable warranty, the User may notify Google, and Google will refund the purchase price for the App to the User;

and to the maximum extent permitted by applicable law, Google has no other obligation whatsoever with respect to the App, and any other Claims, Losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be ZIMMEE’s sole responsibility.

Product Claims: ZIMMEE and the User acknowledges that ZIMMEE, not Google, is responsible for addressing any Claims of the User or any Third Party relating to the App or the User’s possession and/or use of the App, including, but not limited to:

product liability Claims;
any Claim that the App fails to conform to any applicable legal or regulatory requirement; and
Claims arising under consumer protection, privacy, or similar legislation, including in connection with User's use of Google's product and services.

The EULA does not limit ZIMMEE’s liability to the User beyond what is permitted by applicable law.

Intellectual Property Rights: ZIMMEE and the User acknowledges that, in the event of any Third Party Claim that ZIMMEE or the User’s possession and use of the App infringes that Third Party’s intellectual property rights, ZIMMEE and not Google, is responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement Claim.

Privacy

ZIMMEE’s Privacy Policy sets out how we will use your information. You can find the Privacy Policy on our Website.

Any personal information collected through the Services, or otherwise, will be dealt with under the Privacy Policy.

ZIMMEE will comply with the relevant privacy legislation concerning Your personal information.

Please refer to the full Privacy Policy for details on how ZIMMEE collects, uses and discloses Your personal information.

By accessing or using any part of the Services, You agree to the Privacy Policy and consent to the collection, retention, use, and sharing of Your information, including the transfer of Your personal information and other information and data about You from Your location and country of residence to Australia or other countries where the laws regarding Your privacy may not be the same.

There is no transmission method, whether over the internet, electronically, or through Third-Party service providers, that is fully secure and safe.

ZIMMEE does not necessarily use encryption or other technologies to ensure the secure transmission of information via the internet or through Third-Party platforms and telecommunication services.

All Users of the Services are highly encouraged to exercise reasonable care in accessing, storing and sending personal information via the internet or through Third-Party platforms and telecommunication services.

ZIMMEE cannot guarantee the security of Your personal information. We will inform you of any unauthorised access, use, disclosure or Loss of your personal information, either electronically, in writing or by telephone at our discretion (if required and permitted to do so by law).

If You are located or reside in the United Kingdom or European Union, then You and ZIMMEE are under different laws in respect to a User's privacy than you would ordinarily be if they were located or resides solely within Australia.

A User agrees and accepts that ZIMMEE will deal with their information in accordance with these Terms irrespective of that User’s locality or residential address.

Liability & Indemnity

ZIMMEE excludes, to the full extent permitted by law and subject to any non-excludable consumer guarantees and other consumer protection provisions set out in the Australian Consumer Law, all representations, warranties, guarantees, terms and conditions, whether express or implied (and including, without limitation, those implied by statute, custom, law, equity or otherwise), except as expressly set out in this Agreement.

Additionally, ZIMMEE does not warrant, guarantee or make any representation that:

the Services (or the server that makes the Services available) will be secure and free of software viruses, malware or other harmful componentry;
the functions and features of the Services will operate continuously, uninterrupted or are error-free;
the information, data and features of the Services will be accurate, correct, complete and represent ‘live’ or current information and data; and
any errors and defects in the Services will be promptly corrected or rectified.

To the full extent permitted by law, and subject to any non-excludable consumer guarantees and other consumer protection provisions set out in the Australian Consumer Law and except where the relevant liability arises from our unlawful actions, ZIMMEE excludes all liability to you whatsoever for any damages or Loss (including without limitation direct, incidental, indirect, consequential, special, punitive or exemplary damages or any loss of business, interest, goodwill, revenue, profit, or Loss or corruption of data or other intangibles) and any costs of any kind that you suffer arising out of your access to, or use of, or inability to use or access Services or ZIMMEE Content or otherwise in connection with or as a result of:

errors or omissions contained on the Services or any Linked Services and in ZIMMEE Content, whether or not ZIMMEE is aware of such errors or omissions;
delays, disruptions, interruptions or other difficulties accessing or using the Services or any Linked Services;
performance or failures of the Services or any Linked Services;
any defamatory, offensive or illegal conduct of any User of the Services or any Linked Services;
your use of, or reliance on, the Services (or any of the ZIMMEE Content, Linked Services or the content of a Third Party) however caused (including, without limitation, damage or Loss arising in contract, tort (including, without limitation, negligence), statute or otherwise)); or
the accuracy, timeliness, credibility, quality, utility or completeness of the information or data contained on the Services or in the ZIMMEE Content,

irrespective of whether such damages were foreseeable or arose in contract, tort, equity, restitution, by statute, at common law or otherwise.

This does not affect ZIMMEE’s liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

ZIMMEE’s liability for any Claim relating to these Terms or the Service will be reduced to the extent to which ZIMMEE contributed to the damage arising from the claim.

To the full extent permitted by law, and subject to the Australian Consumer Laws which applies, and except where the relevant liability arises from our unlawful actions, neither ZIMMEE nor its officers, employees, contractors or agents, affiliates, related body corporates or subsidiaries, nor any other party involved in creating, producing or delivering Services, accepts any liability for the accuracy, timeliness or completeness of the information contained on the Services or any responsibility for any errors or omissions in the content on the Services or as otherwise published or displayed by ZIMMEE by other means.

If any goods or services supplied under this agreement are supplied to a User as a “consumer” of goods or services within the meaning of that term in the Australian Consumer Law (as amended) or relevant state legislation, the User will have the benefit of certain non-excludable rights and remedies in respect of the goods or services.

Nothing in these Terms excludes or restricts or modifies any condition, warranty, right or remedy which pursuant to the Australian Consumer Law or similar legislation is so conferred.

To the extent that the Australian Consumer Law and similar provisions of relevant state legislation applies, then this agreement must be read subject to those statutory provisions and, to the extent entitled to do so, ZIMMEE limits its liability to such provisions for any goods to the replacement, repair or refund of the cost of goods, or for services, to the re-supply or the payment of the cost of having the services supplied again.

You agree to indemnify, defend and hold harmless ZIMMEE, its directors, officers, employees, consultants, agents, and affiliates, from and against any and all Third-Party claims, liability, actions, proceedings, damages, Loss, expenses and costs (including, without limitation, legal fees on an indemnity basis) and penalties incurred or suffered by any of them arising out of or in connection with your access and use (or misuse) of the Services or the ZIMMEE Content, your reliance on any of the ZIMMEE Content, from your material breach this Agreement (including, without limitation, breaches of warranty, obligation and representation), and any act of fraud or wilful misconduct by you or on your behalf.

General

You must only use the Website in accordance with these Terms and any applicable law.

Entire agreement: Unless expressly stated by ZIMMEE, these Terms are only provided in the English language and constitute the entire agreement between the parties and supersede any preceding and contemporaneous agreements between you and ZIMMEE or any prior Terms governing your use of the Services.

The word “including” means “including without limitation”.

Invalidity: If any part of these Terms is found to be void, unlawful, or unenforceable, then that part will be deemed to be severable from the balance of these Terms, and the severed part will not affect the validity and enforceability of any remaining provisions.

Alternatively, you agree that the clause must be rectified and interpreted in such a way that closely resembles the original meaning of the clause/sub-clause as is permitted by law.

Variation: We have the right, in our absolute discretion at any time and without notice to you, to amend, remove or vary these Terms or any page of our Website or our App.

Waiver: Any waiver of any provision of the Terms will be effective only if in writing and signed by us.

Without limiting the preceding, if you breach these Terms and we take no action, we will still be entitled to use or exercise our rights and remedies in any other situation where you breach these Terms.

Assignment & Change of Control: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under these Terms.

We are entitled to and may, from time-to-time in our discretion, do any of the following without restriction:

assign, delegate, transfer, licence, sublicence, sub-contract, sub-let, novate this Agreement, or any part of these Terms, or assets under this Agreement (including any Intellectual Property) or any obligations or rights under these Terms; or
sell all, or part of, itself, or its assets (including any intellectual property or rights); or
change, or vary, in any way our legal or corporate structure and/or the legal or beneficial ownership of the shares,

without notice or your prior agreement and for any purpose that we deem necessary, or that we require or for the sake of convenience, and without any reason.

Notices: Unless otherwise stated within these Terms, a notice or other communication connected with these Terms has no legal effect unless it is in writing.

In addition to any other method of service provided by law, the notice may be sent to you by us using your last notified email address or by posting such notices on our Website or App, or by you to us at our registered office.

You consent to receive any and all advice, documents, information, or other communications from ZIMMEE electronically through the Services or by email, via text message or otherwise over the internet or mobile network.

Headings & Titles: The headings and titles used throughout these Terms are for convenience and do not form part of this Agreement or otherwise limit or affect any of these Terms and their interpretation.

References to Legislation: A reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

Advertisement: ZIMMEE may, from time-to-time, display any advertisements, sponsorship, promotional material and other information on or within the Services at its discretion.

Force Majeure: You agree that ZIMMEE will have no liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond its reasonable control, such as technological disruption.

If such circumstances continue for a continuous period of more than six (6) months, then you may elect to terminate the Agreement by written notice to ZIMMEE.

Agency & Relationship with ZIMMEE: You acknowledge and agree that by accessing and using the Services, no legal partnership or agency relationship is created between the parties unless expressly stated in these Terms.

You agree not to represent otherwise to any party.

Governing Law: These Terms will be governed by and interpreted in accordance with the laws of Queensland Australia, without giving effect to any principles of conflicts of laws.

The parties agree to the exclusive jurisdiction of the courts of Queensland Australia to determine any dispute arising out of these Terms and waive, without limitation, any claim or objection based on the absence of jurisdiction or inconvenient forum.

Survival: All sections in this Agreement will survive any termination of this Agreement or any termination of Your use of or subscription to the Services:

Complaints: You may contact us at any time if you have any questions or concerns about our Terms of Use.

You may make a complaint to us using the contact details set out below.

Contact Information

If you have any questions or concerns or if you experience any issues with our, we encourage you to contact us to resolve your enquiries by using the following contact details:

Attention: Melissa Driver - Founder and CEOEmail: admin@procruited.com

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ZIMMEE Terms of Service