Terms of Service
The website located at ellahealth.co and the ‘Ella’ app (together “the Platform”) is provided to you by Ella Health Pty Ltd ACN 664 157 073 and/or Bryden Healthcare Pty Ltd ACN 657 445 844 (“we”, “us”, “our”, “Ella Health”).
Every person using the Platform must agree to these terms and conditions.
By clicking the ‘I accept’ button, or otherwise proceeding to use or engage with our Platform, you confirm that you have read, understood and agree to be bound by these terms and conditions – regardless of how you access and use the Platform (including by desktop, laptop, smartphone or tablet).
If you are not able or willing to be bound by all of these terms and conditions, you must not use or access the Platform; and Ella Health shall not grant you any right or license to do so.
Important notice: we recognise that living with pain can be challenging, especially if there are other stressful things going on in your life. At times when it all feels too much remember to take care of yourself - and if you need it - ask for help from a professional.
In an emergency, please contact public emergency services immediately by calling “000” if you are in Australia, “111” if you are in New Zealand, “911” if you are in the USA, or your local equivalent. If you are experiencing any thoughts of suicide to yourself or others, please call Lifeline: 13 11 14 or Beyond Blue: 1300 22 4636 in Australia, the crisis line 0508 828 865 in New Zealand, or 988 Suicide & Crisis Lifeline if you are in the USA.
As outlined in clause 15.2, we only collect your Data in accordance with our privacy policy which is available this link
1. We supply the Platform
We will:
(a)
use commercially reasonable endeavours to provide you with access to and use of the Platform and any Programmes that you may purchase from time to time;
(b)
permit you to access and use the Platform solely for their intended purpose and limitations (including as described at clause 2 of these terms and conditions); and
(c)
provide you with access to and use of any relevant Documentation.
2. Limitations on use
You are advised to seek the advice of a medical professional so that they may assess your suitability for engaging with the Platform and answer any questions you may have about your health, prior to commencing the Programme. You understand that the Programme is recommended for people with female pelvic organ anatomy.
You agree that you will not use the Platform if any of the following applies:
(a)
you need urgent medical attention;
(b)
you are under the age of 18;
(c)
you have previously been admitted to hospital for, or are currently under professional care for, a major mental health condition;
(d)
you are unable to give informed consent, for any reason;
(e)
you have poor literacy or limited English language;
(f)
you are awaiting any acute surgical intervention;
(g)
you possess un-investigated “red flags” for serious disease including, but not limited to, unexplained weight loss, night sweats or lymphadenopathy, unexplained rectal or vaginal bleeding, unexplained nausea, vomiting, early satiety, abdominal bloating, or any other significant symptoms;
(h)
you have a history of active or previous cancer (other than non-melanoma skin cancer);
(i)
you are currently pregnant.
3. Your agreement and acknowledgements
You acknowledge and agree to the following when accessing and using the Platform:
(a)
We are not a replacement for psychological, psychiatric, therapeutic or other professional diagnosis and/or treatment by trained professionals such as your primary care doctor or specialist. We encourage ongoing visits with your primary care doctor or other medical professional to help facilitate proper management of chronic pelvic pain.
(b)
information and content provided through the Platform is not medical advice, and we do not provide medical or diagnostic services or prescribe medication;
(c)
the Platform is not intended to diagnose, treat or otherwise address any medical problem. Material on the Platform, whether posted by our employees, or other Users, is provided for your information and not as medical advice and should not be seen as a replacement for consultation with a doctor or other qualified healthcare professional;
(d)
to the extent of any inconsistency, any advice that is provided by your doctor or other qualified medical professional (which takes into account your personal circumstances) will take precedence over anything contained in the Platform;
(e)
you are solely responsible for deciding which techniques that you learn about from us are put into practice and the manner in which those techniques are applied;
(f)
Depending on your subscription, you may or may not have access to one on one or group coaching sessions from a Health Coach.
(g)
Whilst we believe our Programmes are likely to be effective, we cannot guarantee results or successful outcomes.
(h)
your use of the Platform may expose you to effects that may potentially cause very strong emotional reactions, physical responses and changes, including but not limited to the following:
(i)
informative sentences that might evoke memories or associations that we cannot control or regulate, and which might feel unsettling for you;
(ii)
language that might activate feelings or emotional moods that we cannot control or regulate, and which might feel unsettling for you; and
(iii)
suggestions that lead to changes in the body which we cannot control or regulate.
(i)
To maximise the efficacy of our Programmes, and the prospects of a successful outcome, you agree to engage with the Platform (including coaching sessions, if applicable) in a manner that we invite of you. All information that you provide to us must be complete and accurate.
(j)
All rights granted to you under these terms and conditions (including all rights to use the Platform) are non-exclusive.
(k)
you are responsible for maintaining and ensuring the compatibility of your own hardware, software and internet, network capabilities, Third Party Applications and other technology necessary to access and use the Platform.
4. Your obligations
You must:
(a)
use the Platform only in accordance with these terms and conditions;
(b)
ensure that your use of the Platform complies with all applicable laws, regulations and codes of conduct;
(c)
cease using the Platform where you begin experiencing any feeling of mental or physical discomfort in connection with that use, and must immediately seek professional help from a trained specialist in such circumstances;
(d)
only use and copy Documentation to the extent necessary to use the Platform;
(e)
comply with any Ella Health Policies;
(f)
Not permit any other person to use the Platform using your Authentication Credentials;
(g)
not modify, adapt, translate, reverse engineer, de-compile, disassemble or copy all or any part of the Platform and not create derivative works from all or any part of the Platform;
(h)
not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in the Platform;
(i)
not create derivative works from all or any part of the Platform; and
(j)
not distribute, transfer, assign, rent, lease, lend, sell, licence or otherwise dispose of all or any part of the Platform or any work or other material derived from the Platform.
5. Programme Features
You acknowledge that we retain the sole discretion regarding the features, functions and other benefits of our Programmes. Nothing in these terms and conditions requires us to provide or maintain any features, functions or other benefits in respect of a Programme and we may at any time vary, modify or suspend the features, functions and other benefits available to you in respect of any Programme. You also acknowledge and agree that nothing in these terms and conditions limits our right to discontinue or alter any such features, functions, services or other benefits from time to time.
6. Third Party Applications
You acknowledge that the Platform may interact with Third Party Applications or require Third Party Applications or Third Party Providers to be used to provide particular features or functionality. You acknowledge that access to such Third Party Applications or services and any support for such Third Party Applications or services must be obtained directly from the relevant Third Party Provider at your cost. we do not make any representations or warranties regarding any such Third Party Applications or services and will not be responsible for any issues in respect of Third Party Applications or services or any Loss suffered by you in connection with any Third Party Applications or services or your dealings with Third Party Providers.
7. Authentication Credentials
7.1 Provision of Authentication Credentials
We may provide or enable you to generate passwords or other ways to enable us to identify you (“Authentication Credentials”) in order for you to be able to access the Platform.
7.2 Your Obligations in relation to the Authentication Credentials
You must:
(a)
ensure that each Authentication Credential is securely maintained and used only by you;
(b)
immediately notify us and take immediate steps to suspend, disable or change an issued Authentication Credential if the Authentication Credential is lost, stolen, missing or is otherwise compromised; and
(c)
not transfer or allow to be transferred Authentication Credentials between or amongst other persons.
We reserve the right at any time and from time to time to change and/or revoke Authentication Credentials. You will be responsible for any use of the Platform or any related transactions by any person using your Authentication Credentials (whether authorised by you or not).
8. Support
Unless otherwise agreed in writing between you and Us, we are not required to provide any technical or other support to you in relation to the Platform and nothing in these terms and conditions imposes obligations on us to develop, release or install for you any updates, upgrades, patches, bug fixes, new releases or new versions in respect of the Platform (“Updates”), provided, however, that if we do develop or release any Updates, we may deploy or install such Updates and/or require that all such Updates be used by you
9. Payment
9.1. Fees and charges
(a)
In consideration of the provision of the Platform, during the Term you agree to pay to us all applicable Fees. You also agree to pay any other amounts which may become payable to us under these terms and conditions.
(b)
Once you commence a Programme you agree to accept all responsibility for following it through to completion. Should you wish to cancel for any reason, fees will not be refunded or waived.
(c)
We may increase the Fees for any Renewal Term by giving you notice of the increase at least 10 days prior to commencement of the relevant Renewal Term.
(d)
If you do not agree to the increased Fees, your licence of the Platform will be terminated at the conclusion of the Initial Term or current Renewal Term (as applicable).
9.2. Failure to pay
If you fail to pay any Fees or other amounts due to us under these terms and conditions (including where any payment using a credit card or other payment facility is rejected or charged back) then (without prejudice to our other rights) we may issue a notice to you stating that the relevant amount is overdue (“Overdue Notice”). If we do not receive payment of the relevant Fees or other amounts within 14 days of the date of the Overdue Notice, we may cease providing the Platform, and may disable your access to the Platform until such time as the outstanding amount is paid in full. we will not be liable for any Loss suffered by you as a result of exercising our rights under this clause 9.2.
9.3. Health Insurance Cover and Rebates
If you have private health insurance, you may be eligible for a rebate on the cost of our Programmes from the insurer. Your policy terms, and the level of rebate, is a matter between you and your insurer. Failure of your insurer to provide you with any rebate is a matter between you and your insurer and does not constitute grounds for delaying or failing to pay any Fee that is due to us.
Ella Health makes no representation or warranty regarding any benefits, payments or reimbursements which you may be entitled to from your insurer.
10. Term
(a)
Subject to clause 10(b), these terms and conditions commence on the Commencement Date and will continue for the Initial Term and any Renewal Term, unless terminated earlier in accordance with clause 13.
(b)
Unless you turn off the auto renew settings at least 24 hours prior to the conclusion of the Initial Term or a Renewal Term (as applicable) or otherwise provide notice to us that you do not wish to renew these terms and conditions, these terms and conditions will automatically be renewed for a further Renewal Term commencing upon expiry of the relevant Initial Term or Renewal Term and you will be charged the relevant Fee for such Renewal Term.
11. Unacceptable Content
(a)
You must not upload or store any Unacceptable Content into the Platform.
(b)
If we reasonably believe that any Unacceptable Content has been uploaded into the Platform or is being stored on the Ella Health Infrastructure, we may request you either to remove the Unacceptable Content or disable access to the Unacceptable Content and you must immediately comply with such request.
(c)
We have the right (but not the obligation) to remove Unacceptable Content from the Platform or our Infrastructure and disable access to Unacceptable Content where you have not complied with a request made by us under clause 11(b).
(d)
Nothing in these terms and conditions imposes obligations on us to monitor the Platform for Unacceptable Content or otherwise monitor or screen Data for Unacceptable Content.
12. Suspension
We may suspend your rights or ability to access the Platform or any part thereof where we determine such suspension is necessary including to address security risks or for regular maintenance or where you have breached any obligation under these terms and conditions. we will use reasonable endeavours to minimise the duration of any such suspension and provide prior notice to you of any such suspension. You will be required to pay the relevant Fees notwithstanding any suspension under this clause 12 and we will not be liable for any Loss incurred by you as a result of or in connection with any suspension under this clause 12.
13.1. Termination with cause
We may, by written notice to you, terminate our agreement with you, with immediate effect, if:
(a)
you fail to comply with any written notice issued by us requiring you to remedy a breach, non-observance or non-performance of your obligations under these terms and conditions within seven days of receiving that notice from Us; or
(b)
you commit a breach of these terms and conditions which is incapable of remedy.
(c)
provide you with access to and use of any relevant Documentation.
13.2. Termination without cause
Without limiting our rights under clause 13.1, either party may terminate the agreement between you and us, at any time and without cause by providing the other party with no less than 30 days written notice of termination.
14. Consequences of termination or expiry
Upon termination or expiry of our agreement with you taking effect:
(a)
You must immediately:
(i)
cease using the Platform;
(ii)
pay to us all Fees, expenses or other sums payable to us which have accrued or are payable up to and including the date of termination.
(b)
Termination or expiry does not affect any of the rights accrued by a party prior to termination. For the avoidance of doubt, we will be entitled to retain any Fees paid by you prior to the termination or expiry.
(c)
Termination or expiry does not affect any of the rights accrued by a party prior to termination. For the avoidance of doubt, we will be entitled to retain any Fees paid by you prior to the termination or expiry.
15. Intellectual Property
15.1 Our Intellectual Property
(a)
You acknowledge that nothing in these terms and conditions grants you any ownership of, or (subject to clauses 51.1(c) and 15.2(b)) rights in respect of, the Intellectual Property in the Platform, any Data, any Documentation, any Intellectual Property in any materials created in the course of any Programme, or any Improvements to the Platform or Documentation created in connection with these terms and conditions.
(b)
Any Intellectual Property in respect of the Platform, our Programmes, Data or Documentation which is created by or vests in you during the Term is assigned to us immediately upon the Intellectual Property being created or vesting in you, and you agree to do all things and execute all documents as are reasonably necessary to effect such assignment.
(c)
During the Term, we grant you a limited, non-exclusive, non-transferrable and revocable licence to use the Platform and Documentation solely to the extent such use is necessary for you to participate in the Programme(s). Unless revoked earlier by Us, the licence granted under this clause 15.1 terminates immediately upon the termination or expiry of these terms and conditions.
15.2. Data
(a)
You grant us a non-exclusive, royalty-free, transferable and perpetual licence to use the Data:
(i)
for providing the Platform and any Programme(s) to you;
(ii)
as permitted under privacy laws; and
(iii)
for analysing the de-identified Data in order to identify patterns, trends, and other statistical data or perform other data analytics.
(b)
You acknowledge that the Data will be collected and disclosed by us in accordance with our privacy policy, and you consent to the collection of Data (including health information) in accordance with these policies and controls.
16. Security of Platform
16.1. Our obligations
We will take all reasonable steps to ensure the security and safety of the Data and other information stored on the Ella Health Infrastructure, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies. Notwithstanding the above, you acknowledge that transmissions over the internet cannot be guaranteed to be totally secure and we do not warrant and cannot ensure the security of any information or Data provided through the Platform.
16.2. Our liability
Provided we comply with our obligations under clause 16.1, subject to law, we will not be liable for any Loss suffered by you which arises out of or in connection with:
(a)
any computer viruses or malicious code being transferred by or obtained as a result of the use of the Platform;
(b)
any hacking into or other similar attacks on the Platform or the Ella Health Infrastructure; or
(c)
any other data security issues in respect of the Platform or the Ella Health Infrastructure.
17. Hosting and back ups
From time to time the Platform may be unavailable for access or use (including for the undertaking of scheduled or unscheduled maintenance in respect of the Platform or Ella Health Infrastructure) and we will not be liable for the consequences of any Platform unavailability and do not make any representations or provide any warranties regarding the availability of the Platform or the timeframes within which any unavailability in respect of the Platform will be resolved.
18. Subcontractors
You agree and acknowledge that we may subcontract the performance of any of our obligations or the exercise of any of our rights under these terms and conditions to any person without your consent and on such terms and conditions as we deem fit from time to time.
19. Access
The Platform may be accessed in Australia and overseas. we make no representation that the Platform complies with the Laws of any country outside of Australia. If you access the Platform from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Platform.
20. Warranties
20.1. Warranties excluded
You must:
(a)
To the extent permitted by law, we do not warrant or guarantee
(i)
suitability of the Platform for you;
(ii)
any particular results, or health outcomes from your use of the Platform or participation in any Programme;
(iii)
that the Platform will be compatible with, or capable of being used on or in connection with, your computer and communications systems;
(iv)
that your access to the Platform will be uninterrupted or error free;
(v)
that the Platform or any reports provided to you or generated on the Platform will be accurate, complete, correct, reliable or fit for any particular purpose; or
(b)
Subject to law, we do not take any responsibility or assume any liability for any Data which is uploaded or posted by you to the Platform, or for any Loss or damage thereto.
20.2. Your warranty
You acknowledge and warrant that you:
(a)
have relied on your own judgment in the selection of the Platform and any Programme(s);
(b)
have satisfied yourself that the Platform is fit for all the purposes which you require it for; and
(c)
use the Platform at your own risk.
21. Liability and indemnity
21.1. Limitation of liability
(a)
Nothing in these terms and conditions should be interpreted as attempting to exclude, restrict or modify the application of relevant consumer protection, consumer guarantees (including for personal injury) or other similar laws that apply to these terms and conditions and cannot be contractually excluded, restricted or modified (including Applicable Consumer Laws).
(b)
Subject to clauses 21.1(a)and 21.1(e) and to the fullest extent permitted by law, our maximum aggregate liability for any Loss, however caused, suffered by you in connection with these terms and conditions or your access to or use of the Platform is limited to the total amount of the Fees paid by you to us.
(c)
Subject to clauses 21.1(a) and 21.1(e), to the extent permitted by law, our liability to you relating to your access and use of the Platform or otherwise arising under or in connection with these terms and conditions is limited, at our election and discretion to:
(i)
in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; and
(ii)
in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.
(c)
The above limitations of our liability apply whether the claim is in contract, tort (including without limitation, negligence) equity or otherwise and even if we have been notified of the possibility of such Loss or damage and you agree that our liability, if any, to you at law will be reduced by the extent, if any, to which you contributed to the Loss.
(e)
To the extent permitted by law, all claims arising under or in connection with these terms and conditions must be commenced within 6 months of the relevant events giving rise to the claim first occurring and all claims not commenced within such period are absolutely and forever barred.
21.2. Consequential Loss
We are not liable for any Consequential Loss (however caused) suffered or incurred by you in connection with these terms and conditions, or the use of the Platform. This clause applies even if we knew or ought to have known that the relevant Consequential Loss would be suffered or incurred by us.
22.Indemnity
You must indemnify and keep indemnified Ella Health and each of our directors, officers, employees, agents, contractors and related bodies corporate (each an “Indemnified Party”) against any Loss suffered or incurred by an Indemnified Party which arises directly or indirectly out of:
(a)
any breach of these terms and conditions by you;
(b)
you or any other person in any way accessing or using the Platform;
(c)
any uploading of the Data into the Platform, storage of any Data on the Ella Health Infrastructure or use of the Platform by you which does not comply with privacy or other laws of any applicable jurisdiction;
(d)
any claim by a third party that your Data infringes the third party's Intellectual Property rights; or
(e)
any negligent or unlawful acts undertaken by you.
23. Goods and Services Tax (GST)
(a)
Unless expressly stated otherwise, all dollar amounts listed on the Platform are inclusive of GST.
(b)
If GST is imposed in respect of a supply made by Ella Health to you, you must pay the GST component to us at the same time and in the same way as payment for the taxable supply is required to be made.
24. General provisions
24.1. Relationship
Nothing in these terms and conditions constitutes the parties as partners or joint venturers or constitutes any party as the agent of another party or gives rise to any other form of fiduciary relationship between the parties.
24.2. Governing law
These terms and conditions will be construed and interpreted in accordance with the laws of the State of New South Wales, Australia and each party submits to the non-exclusive jurisdiction of courts of that jurisdiction.
24.3. Assignment
You may not assign or otherwise deal with any of their rights or obligations under these terms and conditions without our prior written consent. We may assign, novate or otherwise deal with our rights under these terms and conditions at any time effective immediately upon us notifying you of the assignment or novation.
24.4. Entire agreement
These terms and conditions constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.
24.5. Force Majeure
If a party is prevented, hindered or delayed from performing its obligations under these terms and conditions by a Force Majeure Event (other than an obligation of you to pay any Fees or other amounts), then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly. If a party is affected by a Force Majeure Event, it will immediately give the other party a notice of its occurrence and its effect or likely effect and use all reasonable endeavours to minimise the effect of the Force Majeure Event and to bring it to an end.
24.6. Waiver and variation
We can amend these terms and conditions or the Platform at any time by providing to you 30 days prior written notice to you. If we amend these terms and conditions, we will advise you by email and post the amended terms and conditions on our website and our app. If you do not agree to those terms and conditions, you can terminate your subscription by providing to us 30 days prior written notice.
24.7. Severability
If any provision of these terms and conditions is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these terms and conditions or affecting the validity or enforceability of that provision in any other jurisdiction.
24.8. Notice and electronic communications
(a)
The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
(b)
You agree that when you provide any consent, authority or agreement through the Platform, you do so as an electronic transaction and warrant that such transaction shall be binding.
(c)
You agree that any request for a consent, authority or agreement you send to other Users through the Platform as an electronic transaction may be sent directly from your email address.
(d)
You can direct notices, enquiries, complaints and so forth to us as set out in these terms and conditions. we will notify you of a change of details from time-to-time.
(e)
we will send you notices and other correspondence to the details that you submit to Us, or that you notify us of from time-to-time. It is your responsibility to update your contact details as they change. we may also provide certain notices to you by posting or otherwise making the notice available on the Platform.
(f)
A consent, notice or communication under these terms and conditions is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(g)
Notices must be sent to the parties’ most recent known contact details.
25. Definitions and interpretation
25.1. Definitions
In these terms and conditions, unless the context otherwise requires:
(a)
Authentication Credentials means the username and password or other means of authentication which you are required to provide in order to be able to access the Platform.
(b)
Commencement Date means the date that you subscribe, and pay the applicable Fee, to use the Platform.
(c)
Confidential Information means any information provided by a party to the other party (whether provided before or after execution of these terms and conditions) in connection with the Platform but does not include information which is in or becomes part of the public domain, other than through a breach of these terms and conditions or of an obligation of confidence, or information which a party proves was independently acquired or developed without breaching any of the obligations set out in these terms and conditions.
(d)
Consequential Loss means loss beyond the normal measure of damages and includes indirect loss, loss of revenue, loss of reputation, loss of profits (direct or indirect), loss of actual or anticipated savings, loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, loss of use, loss of or damage to data, cost of capital or costs of substitute goods, facilities or services.
(e)
Data means all data, information, content or communications uploaded to the Platform by or on behalf of you or otherwise generated by the Platform or as a result of the use or operation of the Platform
(f)
Documentation means any manuals, guides, reference materials or other similar documents in any form made available by us to you in connection with the Platform.
(g)
Fee means the fee for accessing the Platform and/or your chosen Programme(s), as notified to you at the time you first subscribe and as varied by us from time to time in accordance with clause 9.1(c).
(h)
Force Majeure Event means the occurrence of an event or circumstances beyond the reasonable control of the party affected by it, including war, civil commotion, military action, government decree or an act of sabotage, strike, lockout or industrial action, storm, tempest, fire, flood, earthquake, pandemic or other natural calamity or an ongoing internet or telecommunications outage or impairment but does not include lack of funds.
(i)
Government Authority means any governmental, semi-governmental, municipal, statutory, judicial or quasi-judicial authority, department, agency, body, entity, organisation, commission or tribunal.
(j)
GST has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and in jurisdictions outside of Australia includes comparable indirect taxes such as value added taxes, consumption taxes, or similar.
(k)
Improvement means any modification, alteration, development, new use, new features or other change to the Platform which makes it more accurate, more useful, more functional, more efficient, more cost effective or in any other way preferable.
(l)
Initial Term means the period starting on the Commencement Date and ending at the conclusion of the specific subscription period selected by you at the time you subscribe to use the Platform.
(m)
Intellectual Property includes all patents, designs, copyright, trademarks or circuit layout rights and any right to apply for the registration or grant of any of the above.
(n)
Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and whether direct loss or Consequential Loss.
(o)
Ella Health Infrastructure means the data hosting systems, services or technologies used by us in connection with the provision of the Platform.
(p)
Ella Health Notices means any notices provided to you by us from time to time under these terms and conditions (including by us posting or otherwise making the notice available on the Platform).
(q)
Ella Health Policies means any policies relating to the Platform which we provide to you from time to time or make available on the website (https://www.ellahealth.co/) may be updated by us from time to time.
(r)
Programme means a programme that you subscribe for, and is delivered on, the Platform.
(s)
Renewal Term means any period for which these terms and conditions is renewed or extended pursuant to clause 10(b).
(t)
Taxes means any taxes, rates, levies imposts, duties or other charges assessed or payable to any Government Authority and includes any additional taxes, interest, penalties, charges, fees or other amounts imposed in relation to a failure to file a return or to pay the tax.
(u)
Term means the term of these terms and conditions, comprising of (unless terminated earlier) the Initial Term and any Renewal Term.
(v)
Third Party Application means any product, service, system, application or internet site integrated or interfaced with the Platform that is owned or operated by a Third Party Provider, and that is used by you in connection with the Platform.
(w)
Third Party Provider means any third party that provides support, technology and/or other products or services that are used by you in connection with the Platform.
(x)
Unacceptable Content means any:
(i)
content which, in our reasonably held opinion, is obscene, offensive, upsetting, defamatory, illegal or inappropriate, infringes or appears to infringe the intellectual property rights of any person or contravenes or appears to contravene any applicable laws, regulations or codes of conduct;
(ii)
content which is incorrect, false or misleading;
(iii)
files with any viruses, malicious code or other conditions which could damage or interfere with data, hardware or software; and
(iv)
any content that, in our reasonably held opinion, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose us or our affiliates or Users to any harm or liability of any type.
(y)
User means a person who subscribes to use the Platform.
1.1. Interpretation
In these terms and conditions, headings are inserted for convenience only and do not affect the interpretation of these terms and conditions and, unless the context otherwise requires:
(a)
the singular includes the plural and vice versa;
(b)
if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(c)
the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions;
(d)
a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government and a Government Authority;
(e)
all monetary amounts are in Australian dollars, unless otherwise stated and a reference to payment means payment in Australian dollars; and
(f)
no provision of these terms and conditions will be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the agreement.