Terms and Conditions Expert Hub
The Company provides the Expert Hub online forum connecting health and lifestyle experts and media sources. Use of Expert Hub is subject to these Terms of Service.
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
(a) ABN means Australian Business Number.
(b) ACNmeans Australian Company Number.
(c) Agreementmeans the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
(d) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia.
(e) Companymeans Fittopia Life Pty Ltd ABN80 621 033 583.
(f) Corporations Act means the Corporations Act 2001 (Cth).
(g) Expertmeans a registered user of the Expert Hub, that uses the features associated with an Expert account.
(h) Expert Content means information, images or other data that is uploaded or input into the Expert Hub by the Expert as more specifically set out in clause 1.3(a)or any part thereof.
(i) Expert Hub or Site means The Expert Hub digital platform accessible from www.https://experthub.com.au
(j) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(k) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trade marks, brand names, business names, domain names and other forms of intellectual property.
(l) Media Source means a registered user of the Expert Hub, that uses the features associated with a Media Source account.
(m) Privacy Act means the Privacy Act 1988(Cth).
(o) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(p) Terms of Servicemeans the terms and conditions of using Expert Hub, as updated from time-to-time, which can be found at [insert]. https://app.experthub.com.au/terms
(q) TPS means an online third-party service provider with whom a User holds an account.
(r) Usermeans any registered Expert or Media Source that uses Expert Hub.
1 USING EXPERT HUB
(a) To use the Expert Hub as an Expert:
i the Expert must log into https://app.experthub.com.au(Fittopia Life) and have set up their “Expert Hub” account; and
ii log into Expert Hub.
(b) To use Expert Hub as a Media Source, the Media Source must log into the Fittopia Media Hub and have set up their account.
(c) The User agrees that all use of the Expert Hub is subject to these Terms of Service.
(d) Anyone over the age of 18 may use the Expert Hub. People under 18 years of age must not use the Expert Hub without their parent or legal guardian’s consent.
(e) The Company may suspend the account or restrict the access of any User that breaches the terms of this Agreement.
(a) Expert Hub may allow a Media Source to:
i Access all or part of Expert Content;
ii Submit a “Call Out” to Experts or contact Experts directly in circumstances where the Media Source is seeking an Expert for comment;
iii Communicate with Experts where a Media Source requires further information in response to a “Story Idea” posted by an Expert;
iv Request to use Expert Content exclusively;
v Communicate with Experts generally; and
vi Such other features as Company may make available from time-to-time.
(b) Expert Hub may allow an Expert to:
i Upload Expert Content in the form of articles, “Story Ideas” or images;
ii Respond to “Call Outs” from Media Sources;
iii Approve or deny a request from a Media Source to use Expert Content exclusively;
iv Communicate with Media Sources generally;
v Insert the Expert’s biography and credentials into the Expert Directory; and
vi Such other features as Company may make available from time-to-time.
1.3 Specific Terms applicable to Experts
(a) An Expert shall be able to upload Expert Content for any fitness, health, wellness, nutrition and lifestyle related topic including (without limitation) in the following forms:
i An article;
ii A story idea (accompanied by a brief explanation);
iii Images (up to 1MB); and
iv Biographical details and credentials.
(b) Each Expert is responsible for ensuring the accuracy of all information in the Expert Content including its biographical details and credentials, and ensuring that it owns the Intellectual Property in the Expert Content.
(c) The Company makes no representation or guarantees that a Media Source will use or publish all or any part of Expert Content. Use of the Expert Content is entirely at the discretion of the Media Source.
(d) Expert creates Expert Content, it must indicate whether that Expert Content has (in whole or in part) previously been used on the Expert’s own website or to the best of the Expert’s knowledge, used online or in any other publication.
(e) The Expert acknowledges and agrees that by uploading Expert Content to the Site, a Media Source may use all or part of the Expert Content or repurpose, modify or amend Expert Content in any publication (online or otherwise) and the Company takes no responsibility for such actions by any Media Source.
(f) If a Media Source wishes to run Expert Content exclusively, it will notify the Expert and the Expert can either accept or deny the request. If the Media Source does not run the Expert Content, it should notify the Expert who may republish the Expert Content on the Expert Hub.
(g) Experts will respond and communicate with Media Sources in a timely and professional manner and co-operate to assist Media Sources in meeting reasonable deadlines as communicated.
(h) The Expert agrees that the Company may from time to time feature its Expert Content in an electronic communication to Media Sources promoting the Site and the Expert Content.
1.4 Specific Terms applicable to Media Sources
(a) The Company makes no representation as to the accuracy or ownership of any information contained in the Expert Content.
(b) If a Media Source wishes to run Expert Content exclusively, it will notify the Expert and the Expert can either accept or deny the request. If the Media Source does not run the Expert Content, it must notify the Expert who may republish the Expert Content on the Expert Hub;
(c) If a Media Source uses all or part of the Expert Content or repurposes, modifies or amends any part of the Expert Content it must make note of this at the bottom of the article to alert future Media Sources to the fact that it has been used in another publication.
(d) A Media Source must at all times act with professionalism and communicate with an Expert in the event that it makes material changes to Expert Content.
(e) If a media source uses an experts idea, if it is unique they should do their best to use the expert in which that idea came from rather than giving it to someone else
1.5 Conduct. The User acknowledges and accepts that:
(a) The Company accepts no responsibility for the conduct of any User of the Expert Hub.
(b) The Company accepts no responsibility for any interaction between Users, whether that interaction occurs via the Expert Hub or not.
(c) The Company makes no warranty as to the character or credentials of any User.
1.6 Lodging a Complaint.
(a) If a User believes that another user’s behaviour is threatening, discriminatory, or deliberately offensive or that the User has not complied with these Terms of Service, the User may lodge a complaint to the Company via email at email@example.com
(b) The Company may suspend or delete the account of any User that Company determines conducts itself inappropriately or is in breach of this Agreement.
(c) The Company will advise the User of a suspended or deleted account of the decision to do so, but is under no obligation to identify a complainant.
(d) The Company’s decision whether or not to suspend or remove a User account is at its absolute discretion. The Company’s decision shall be final and not subject to review.
(a) Media Sources may use the rating system inside Fittopia to rate and provide feedback on the quality of Expert they have been dealing with.
(b) The Media Source agrees to provide accurate information and to not unreasonably give an Expert a low rating.
2 EXPERT CONTENT
2.1 The Expert acknowledges and agrees that:
(a) Expert Hub may enable the Expert to create Expert Content, but that by doing so the Expert shall not acquire an interest to any Intellectual Property owned by the Company, which may exist in Fittopia Media Hub.
(b) Expert Content is the sole responsibility of the person that provided the Expert Content to Expert Hub.
(c) The Expert indemnifies the Company for any Expert Content that infringes the Intellectual Property rights of a third party, is illegal, offensive, indecent or objectionable that the Expert makes available using the Expert Hub.
(d) The Company may suspend accessibility to Expert Content via the Expert Hub that the Company determines is an infringement of third party Intellectual Property rights, is illegal, offensive, indecent or objectionable in its sole discretion.
(e) To the extent permitted by law, under no circumstances will the Company be liable in any way for Expert Content or the use of the Expert Content by the Media Source.
(f) The User warrants that it has all necessary Intellectual Property Rights to use Expert Content, and shall indemnify the Company for any infringement the Expert commits of third-party Intellectual Property Rights by using Expert Content.
(g) In order to provide the services afforded by Expert Hub, where the Expert Content includes the Expert’s brand, logo or other intellectual property, it grants the Company a worldwide, royalty free revocable license to use the Expert Content, for the term of this Agreement.
3 FEES, PAYMENTS & REFUNDS
(a) No Fees are payable by Media Sources.
(b) The Fees payable by Experts are determined by the terms and conditions that the Expert accepted when it signed up to the Fitopia Life website.
4 GENERAL CONDITIONS
(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use the Expert Hub for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
(b) The Company may issue the licence to the User on the further terms or limitations as it sees fit.
(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.
4.2 Modification of Terms
(a) The terms of this Agreement may be updated by the Company from time-to-time.
(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using the Expert Hub.
(a) The User agrees and accepts that the Expert Hub is:
i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
ii Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to the Expert Hub is available to the User unless expressly agreed in writing.
(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Expert Hub.
(a) The Company provides user support for Expert Hub via the email address firstname.lastname@example.org
(b) The Company shall endeavour to respond to all support requests within 1 Business Day.
4.5 Use & Availability
(a) The User agrees that it shall only use the Expert Hub for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
(b) The User is solely responsible for the security of its username and password for access to the Expert Hub. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Fittopia Media Hub account.
(c) The User agrees that the Company shall provide access to the Expert Hub to the best of its abilities, however:
i Access to the Expert Hub may be prevented by issues outside of its control; and
ii It accepts no responsibility for ongoing access to the Expert Hub.
(a) Security. The Company takes the security of the Expert Hub and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
(c) Storage.The Company stores data on servers based in the USA according to accepted industry standards. If the User requires its User Data to be stored in a different location, the Company may charge the User a fee to do so. No idea!
(d) Backup. The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.
4.8 Intellectual Property
(a) Trade marks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trade marks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Expert Hub.
(c) Content. All content submitted to the Company, whether via Expert Hub or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Fittopia Media Hub.
4.9 Disclaimer of Third Party Services & Information
(a) The User acknowledges that the Expert Hub is dependent on third-party services, including but not limited to:
i Banks, credit card providers and merchant gateway providers;
ii Telecommunications services;
iii Hosting services;
iv Email services; and
v Analytics services.
(b) The User agrees that the Company shall not be responsible or liable in any way for:
i Interruptions to the availability of the Expert Hub due to third-party services; or
ii Information contained on any linked third party website.
4.10 Liability & Indemnity
(a) The User agrees that it uses the Expert Hub at its own risk.
(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Expert Hub, including any breach by the User of these Terms of Service.
(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, injury, illness, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Expert Hub, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, injury, illness or business interruption of any type, whether in tort, contract or otherwise.
(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010(Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
i The re-supply of services or payment of the cost of re-supply of services; or
ii The replacement or repair of goods or payment of the cost of replacement or repair.
(a) Either party may immediately terminate this Agreement by giving the other party notice.
(b) Termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.
(c) Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5.9,5.12and 5.13survive termination of this Agreement.
4.12 Dispute Resolution
(a) If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
i Includes or is accompanied by full and detailed particulars of the Dispute; and
ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
(b) Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
4.13 Electronic Communication, Amendment & Assignment
(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth)have the same meaning.
(b) The User can direct notices, enquiries and complaints to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
(d) A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(e) Notices must be sent to the parties’ most recent known contact details.
(f) The User may not assign or otherwise create an interest in this Agreement.
(g) The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
(a) Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
(b) Prevalence.To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.
(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
(d) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
(e) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
(g) Governing Law. This Agreement is governed by the laws of New South Wales, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
(h) Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.