TERMS & CONDITIONS

Last updated on 17 August 2022.

When we talk about “YoFloBJJ”, “we,” “our,” or “us” in these Terms, we are referring to YoFloBJJ Pty Ltd ACN 652 348 822 trading under the registered business name ’YoFloBJJ’. And "you” are you!

Welcome to YoFlo!

“YoFlo“ is our mobile application available on the Apple iOS Store and the Google Play Store together with our website at https://www.yoflobjj.com. Our YoFlo applications and associated services (App) aim to support you on your martial arts journey by creating a space for you to track your progress and work towards your personal goals.

The App also allows you to connect with other martial arts students and instructors by sharing flowcharts, images, videos and other materials for the purpose of encouraging other users and receiving feedback.

Nothing in the App is the advice or recommendations of YoFloBJJ and you should conduct your own research and consult with a qualified martial arts instructor before taking onboard the feedback and recommendations of other users.

1. INTRODUCTION

These terms of use (Terms) set out the terms and conditions that apply when you use the App.

To make it easier for you to understand the terms on which we provide our App, we’ve tried to keep these Terms as simple as possible by using plain English.

We’ve also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.

By using the App, ordering any goods or App through the App, or otherwise engaging with the content on the App, you represent and warrant that you:

(a) are at least 18 years old, have the legal capacity to enter into a binding legal agreement with us and you agree to be bound by these Terms; or

(b) are the parent or legal guardian of a person under the age of 18 who intends to use the App, and you agree to be bound by these Terms on that person’s behalf.

Please have a careful read through these Terms before using the App. If you don’t agree to these Terms, please don’t use the App.

We may modify our Terms from time to time. If we do, we will post a note on this page or email you. If you continue to use the App after we modify our Terms, you’ll be taken to have agreed to the Terms as modified.

2. ACCOUNT REGISTRATION

In order to use the App, you will be required to sign up for an account (YoFlo Account).

When you register for a YoFlo Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.

You may sign up for a YoFlo Account using your Facebook, Instagram, Google+ or Twitter account (Social Media Account). If you choose to use your Social Media Account to sign up for a YoFlo Account, you authorise us to access and use certain Social Media Account information, including but not limited to your Social Media Account profile.

You agree that you’re solely responsible for:

(a) maintaining the confidentiality and security of your YoFlo Account information and your password; and

(b) any activities and those of any third party that occur through your YoFlo Account, whether those activities have been authorised by you or not.

You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.

We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your YoFlo Account information or your password.

3. SUBSCRIPTION

3.1 TRIAL & FREE VERSION

(Trial) We offer a no cost trial which will allow you to access to all features within our App for a period of 14 days (Trial). At any time during the Trial, you may set up a Subscription in accordance with clause 3.2. If you do not set up a Subscription, your access to some or all of features within the App will terminate at the end of the Trial.

(Free Version) From time to time, we may offer a free version of the App which allows you access to a limited range of features (Free App). By signing up for a YoFlo Account to use the Free App without a Subscription (defined in clause 3.2), you acknowledge and agree that YoFloBJJ may:

(a) update, change, enhance, remove, or suspend any features which are accessible within the Free App at any time without any notice to you; or

(b) terminate your access to the Free App in accordance with 14.2.

3.2 SUBSCRIPTION

Certain features within the App (described on our website or within the App itself) are only available after the Trial via a paid subscription (Subscription).

We offer different subscription periods, including monthly and yearly subscription plans (Subscription Period). The associated fees for the Subscription Periods (Subscription Fees) and additional Subscription details are set out on the App.

You must pay the Subscription Fee at the beginning of each Subscription Period.

3.3 AUTOMATIC RECURRING BILLING

Once set up, your Subscription will continue to renew automatically at the end of each Subscription Period, and you will continue to be charged Subscription Fees unless you cancel your Subscription in accordance with clause 14.

Where you have a yearly subscription, YoFlo will send you a reminder before the end of your Subscription Period to notify you of an upcoming automatic renewal.

You acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

3.4 CANCELLATION

If you wish to cancel your Subscription you can do so at any time using the functionality within the App or using subscription management functionality on the device from which you are accessing the App. You will continue to have access to all of the features within the App for the remainder of the Subscription Period.

At the end of the Subscription Period, you will continue to have access to the Free App, unless you choose to cancel your YoFlo Account in accordance with clause 14.1.

If you cancel your Subscription, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, including any Posted Material (defined in clause 6.1) in relation to your Subscription which is not accessible via the Free App. Your Posted Material stored in relation to your Subscription may no longer be accessible through the Free App.

3.5 FAILURE TO PAY

If Subscription Fees for a YoFlo Account are not paid when they are due, we may revoke your YoFlo Account and require payment for you to continue accessing the App.

3.6 PAYMENT METHODS

We may use third-party payment providers (Payment Providers) to collect Subscription Fees. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

3.7 CREDIT CARD SURCHARGES

We reserve the right to charge credit card surcharges where payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

3.8 CHANGES TO SUBSCRIPTION FEES

We reserve the right, from time to time, to change the Subscription Fees. We will provide you with reasonable notice before implementing any such changes and you may cancel your Subscription, in accordance with clause 14, if you do not agree with the changed fees.

4. REFUNDS

Except as otherwise set out on our website or required by law (including the Australian Consumer Law), we generally don’t offer refunds for Subscriptions and any refunds we issue will be solely at our discretion. Please let us know if you have any issues with our App that you think should entitle you to a refund and we’ll consider your situation.

5. ACCEPTABLE USE

We’ll need you to make a few promises about the way you’ll use the App.

You agree:

(a) not to copy, reproduce, translate, adapt, vary or modify the App without our express consent;

(b) not to use the App in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(c) not to use the App for the purpose of distributing unsolicited commercial content, junk mail, spam, bulk content or harassment;

(d) not to attempt to breach the security of the App or YoFloBJJ’s system security, or otherwise interfere with the normal function of the App, including by:

(i) gaining unauthorised access to YoFlo Accounts or data about other users of the App;

(ii) scanning, probing or testing the App for security vulnerabilities;

(iii) overload, flood, mailbomb, crash or submit a virus to the App or YoFloBJJ’s system; or

(iv) instigate or participate in a denial-of-service attack against the App or YoFloBJJ’s system; and

(e) to ensure that your employees, sub-contractors and other agents who you have authorised to use or access the App comply with the Terms.

6. YOUR CONTENT

6.1 TYPES OF CONTENT

While using the App, you may upload images, content, information and materials which will be made available to us and other users, including by using the features of the App, sharing content via the App on social media or by contacting us, or when you register a YoFlo Account (Posted Materials).

6.2 POSTED MATERIALS

By providing or posting any Posted Materials, you represent and warrant that:

(a) you are authorised to provide the Posted Materials;

(b) the Posted Materials are free from any harmful, discriminatory, defamatory or maliciously false implications and do not contain any offensive or explicit material;

(d) the Posted Materials do not infringe any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement (Intellectual Property Rights);

(e) the Posted Materials are accurate and true at the time they are provided;

(f) any Posted Materials which are in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(g) the Posted Materials do not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and

(h) the Posted Materials do not breach or infringe any applicable laws, regulations or orders.

6.3 POSTED MATERIALS – IP LICENCE

(a) By uploading any Posted Materials, you grant to us (and our agents or service providers) a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in that Posted Material in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material.

(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.

(c) You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.

6.4 REMOVAL OF POSTED MATERIALS

We don’t have any obligations to screen Posted Materials in advance of them being posted and your compliance with these Terms is your responsibility. However, we may, if we choose, review and remove any Posted Materials at any time without giving any explanation or justification for removing the material and/or information.

7. OUR CONTENT

Unless we indicate otherwise, all materials used in the App (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us.

You can only access and use these materials for the sole purpose of enabling you to use the App in accordance with the plan you are on, except to the extent permitted by law or where you have received prior written approval from us.

8. THIRD PARTIES

8.1 THIRD PARTY CONTENT

The App may contain text, images, data and other content provided by a third party (Third Party Content). We’re not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content.

8.2THIRD PARTY LINKS

The App may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.

8.3 THIRD PARTY TERMS AND CONDITIONS

By using the App, or any other third party service, you acknowledge and agree that third party terms & conditions (Third Party Terms) may apply (including app store providers such as Apple and Google).

You agree to any Third Party Terms applicable to any third party goods and App, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

You have the right to reject any Third Party Terms. If you reject the Third Party Terms, you are responsible for the cancellation of your YoFlo Account in accordance with 14.1.

9. NOTICE REGARDING APPLE

If you are accessing the App from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:

(a) these Terms are between you and YoFloBJJ and not with Apple. Apple is not responsible for the App or any content available on the App;

(b) Apple has no obligation whatsoever to furnish any maintenance and support App for the App;

(c) in the event of any failure of to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the App. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be YoFloBJJ’s responsibility;

(d) Apple is not responsible for addressing any claims by you or any third party relating to the App, including, but not limited to:

(i) product liability claims;

(ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection, privacy, or similar legislation;

(e) in the event of any third party claim that the App or your use of the App infringes any third party’s Intellectual Property Rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;

(f) that you represent and warrant that:

(i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and

(ii) you are not listed on any U.S. Government list of prohibited or restricted parties;

(g) you must comply with applicable third party terms of agreement when using the App; and

(h) Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.

10. OPERATION OF THE APP DEPENDENT ON THIRD PARTIES

You acknowledge that the App is dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, the App can no longer function as it did prior to the update, we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer as a result.

11. SERVICE LIMITATIONS

While we will use our best endeavours to ensure the App is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

(a) the App may have errors or defects;

(b) the App may not be accessible or available at all times;

(d) information you receive or supply through the App may not be secure or confidential; or

(e) any information provided through the App may not be accurate or true.

12. SECURITY

We do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information (including Posted Materials), your computer systems, mobile phones or other electronic devices arising in connection with use of the App. You should take your own precautions to ensure that the process which you employ for accessing the App does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

13. LIABILITY

(a) To the maximum extent permitted by applicable law and subject to clause 13(b), the total liability of each party in respect of any loss or damage sustained by the other party arising from or relating in any way to the App is limited to the Subscription Fees paid by you to YoFloBJJ in the 3 months preceding the date of the event giving rise to the relevant liability.

(b) Clause 13(a) does not apply to your liability in respect of loss or damage suffered by YoFloBJJ arising from your breach of clauses 5 (Acceptable Use), 6 (Posted Materials), and 7 (Our Content) of these Terms.

(c) Each party agrees to indemnify the other party and its employees, contractors and agents (“those indemnified”) from and against any loss or liability incurred or suffered by any of those indemnified where loss or liability was caused or contributed to by the other party’s employees’, clients’, contractors’ or agents’:

(i) breach of any third party intellectual property rights; or

(ii) negligent, wilful, fraudulent or criminal act or omission.

(d) All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded.

(e) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or App we provide.

(f) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the App, these Terms or their subject matter, except:

(i) in relation to loss or damage arising from your breach of clauses 5 (Acceptable Use), 6 (Posted Materials), and 7 (Our Content) of these Terms;

(ii) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; and

(iii) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

14. CANCELLATION

14.1 CANCELLATION BY YOU

(a) You are responsible for the cancellation of your YoFlo Account. You can cancel your YoFlo Account at any time by using the functionality provided in the App (or using subscription management functionality on the device from which you are accessing the App).

(b) If you wish to cancel your YoFlo Account and have a Subscription, your YoFlo Account will be cancelled at the end of the then current Subscription Period.

(c) If you do not have a current Subscription and wish to cancel your YoFlo Account and access to the Free App, your YoFlo Account will be cancelled immediately.

14.2 CANCELLATION BY US

To the extent permitted by law, we reserve the right to terminate your access to any or all of the App or any part of the App at any time without notice, for any reason.

We may also terminate your access to any or all of the App at any time without notice without issuing a refund if you breach any provision of these Terms.

14.3 EFFECT OF CANCELLATION

Upon cancellation, termination or expiry of your YoFlo Account, we will delete any Posted Materials associated with your YoFlo Account. You won’t be able to recover any of this after cancellation, termination or expiry of your YoFlo Account so we recommend you back up anything important to you. We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of your YoFlo Account.

14.4 SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

15. PRIVACY

You agree to be bound by the clauses outlined in YoFloBJJ’s Privacy Policy, which can be found here.

16. LOCATION OF APP

YoFloBJJ controls the operation of the App from headquarters located in Australia. Some parts of the App may be operated from, or hosted on mirrors or servers, at various locations outside of Australia.

You’re solely responsible for your decision to use the App from locations outside of Australia and you acknowledge that such use may be subject to, and you are responsible for, compliance with applicable local laws in relation to your use of the App.

17. NOTICES

Where a clause requires a notice to be sent:

(a) the parties will use the email addresses most commonly used by the parties to correspond; and

(b) refer to the name and date of this agreement in the subject heading.

The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not received.

18. GENERAL

18.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Western Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

18.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.3 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

18.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

18.6 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

18.7 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

18.8 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (currency) a reference to $; or “dollar” is to Australian currency;

(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(f) (party) a reference to a party includes that party’s executors administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.