Terms of Service
Last updated: 4 September 2024
Background
Thank you for visiting our Terms of Use (Agreement), we are Thanks Mel Pty Ltd ACN 639 984 875 (Thanks Mel, we, our, us and other similar terms). We provide an online platform that enables users to create tasks, store health information and create life admin records, known as Mel (Mel).
This Agreement outlines the terms and conditions associated with your use of Mel. It is your obligation to ensure that you have read, understood and agree to the most recent terms available at https://thanksmel.com/ (Website).
Agreement
2.1
Accepting this Agreement
By creating a Mel Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using Mel.
You must not use Mel if you are not able to form legally binding contracts or are under the age of 18.
2.2
About this Agreement
Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement and in clause 19. They aid to clarify the terms and conditions. Please feel free to email us at support@thanksmel.com if you have any questions.
Term
This Agreement will commence when you create an Account for the use of Mel and will continue until the date of termination of this Agreement in accordance with clause 17.
If this Agreement is not terminated in accordance with clause 17, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.
Licence
We grant you a non-transferrable, non-exclusive and revocable licence to access Mel for the Subscription Period, subject to and conditional upon your compliance with the terms and conditions of this Agreement.
Trial Services
We may, from the commencement of this Agreement, make Mel available to you free of charge, solely on a demonstration or trial basis (Trial Services). Unless otherwise specified, the trial period commences from the date you create a trial Account and terminates in 14 days (Trial Period).
Access to Mel will automatically transfer to a paid subscription at the expiration of the Trial Period. If you do not wish to continue using Mel, you must cancel your Account prior to the end of the Trial Period
We provide the Trial Services “as is” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply.
Payment
Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are inclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, or overseas, in connection with this Agreement.
You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.
Requirements for use
7.1
Access
You acknowledge and agree Mel will only be accessible using the internet, by users with a valid Account and will not operate in its full capacity from your own computers or devices which are not connected to the internet.
In order to make full use of the mobile application version of Mel you must allow your device access to the following services: data connectivity; email; storage; and phone.
7.2
Support
Support for Mel is provided by contacting us via support@thanksmel.com or if you request support through the options made available to you via Mel.
7.3
Mel outages and system maintenance
If it is necessary to interrupt your use of Mel, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, Mel will be unavailable.
You acknowledge that access to Mel may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to Mel which may change the interface and manner in which it functions.
To the maximum extent permitted at law, we are not liable for any loss, foreseeable or not, arising from any temporary interruption to access, planned or not, and any such interruptions will not constitute a breach by us of this Agreement.
Your use of Mel
8.1
Registering an Account
In order to use Mel, you are required to provide us with Personal Information and create an Account with us. Mel is primarily available in Australia and South Africa, and access may be restricted in other regions.
You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects; you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.
We reserve the right to reject any new Account in our absolute discretion.
8.2
Account security
Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep Mel secure and we ask you to contribute.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account which occur via Mel, whether such activities are authorised by you or not.
8.3
Lawful use of Mel
You undertake not to upload, store or access any data on or use Mel if such access, use or storage would infringe a person’s Intellectual Property rights, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia, or a law in the jurisdiction in which you operate).
8.4
Prohibited Conduct
You may only acquire and make use of Mel for the sole purpose of meeting your internal business needs. You must not use or include any part of Mel in any service bureau or fee generating service offered to third parties
You must not:
(a)
in any way tamper with, hinder or modify Mel;
(b)
use Mel directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;
(c)
knowingly transmit any viruses or other disabling features to or via Mel;
(d)
intentionally disable or circumvent any protection or disabling mechanism of Mel;
(e)
install or store any software applications, code or scripts on or through Mel;
(f)
make improper use of our support services or submit false reports of abuse or misconduct.
(g)
use Mel in any way which could be reasonably expected to interfere with or damage our systems, any other operator's systems, or another user's enjoyment of Mel; or
(h)
attempt, facilitate or assist another person to do any of the above acts.
8.5
Right to suspend
We reserve the right to limit or suspend all or part of your access to Mel and alter your Account information, if in our reasonable opinion:
(a)
you are in breach of a material term of this Agreement;
(b)
your Account information is incomplete;
(c)
your Account is not used for a period of greater than 12 months; or
(d)
we suspect a security breach associated with your Account.
Suspending your Account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Subscription Fees.
App Marketplace Providers
The Mel mobile applications are available from Google Play and the Apple App Store (App Marketplace Providers) in the regions of Australia and South Africa only.
This Agreement is between us and you only. We, and not the App Marketplace Provider, are responsible for Mel, and we are solely responsible for:
(a)
its support and maintenance;
(b)
the investigation, defence, settlement and discharge of any claim which relates to an infringement of third-party Intellectual Property rights arising from the use of Mel; and
(c)
any claim Mel fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.
The App Marketplace Provider’s liability to you is limited to the refund of the purchase price of Mel and any other remedies under consumer protection law. Your right to use the mobile version of Mel is non-transferable and non-sublicensable, except to the extent the App Marketplace Provider permits family sharing or like sharing arrangements.
The App Marketplace Provider may monitor your use of Mel and is entitled to enforce the terms of this Agreement against you. You agree to submit to their legitimate enforcement activities.
If there is any inconsistency between this Agreement and the application use rules set out in the App Marketplace Provider’s terms of service, their terms of service will prevail to the extent of the inconsistency.
You represent and warrant that 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 you are not listed on any U.S. Government list of prohibited or restricted parties.
Privacy
You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.
Third Party Services
Certain components or features of Mel may include applications, Learning Models, materials from third parties, links to other websites, data, resources, services and/or content that are operated by third party service providers that are not affiliated with us (Third Party Services). You acknowledge and agree that, subject to any Non-excludable Conditions, we are:
(a)
not responsible for the availability of such Third Party Services;
(b)
in no way liable for any data, content, advertising or materials made available through such Third Party Services; and
(c)
not liable for any damages you incur or allege to incur, either directly or indirectly as a result of your use and/or reliance upon any such Third Party Services.
Learning Models and artificial intelligence
You acknowledge and agree the use of any Learning Model within Mel carries a statistical degree of uncertainty and its capability is limited to and reflective of the training data. Learning Models do not fully grasp contextual nuances or derive information from authoritative and verified sources, potentially producing inaccuracies or errors.
Mel serves as a tool to assist in organizing tasks and information but does not guarantee the final output's accuracy or legality. You are solely responsible for verifying the accuracy, legality, and completeness of any content generated through Mel.
User Content and Intellectual Property
13.1
Your User Content
If you provide us with content, including, without limitation, text, photos, images, audio, video, code, files, links and any other materials (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.
When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with Mel), communicate and publish User Content for the purposes of allowing us to provide, improve, promote and protect Mel. You waive any claims against us relating to any moral rights or similar rights worldwide that you may have in the User Content.
You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer, upload and license your User Content to the extent that it is used within Mel.
While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.
13.2
Use of our Intellectual Property
We retain all right, title, and interest in and to Mel.
We warrant that we own or have a licence to use the Intellectual Property in Mel.
You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
(a)
create an adaptation or translation of all or part of Mel in any way;
(b)
use Mel in a manner which may infringe any other persons Intellectual Property;
(c)
incorporate all or part of Mel in any other webpage, site, application or other digital or non-digital format; or
(d)
except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Mel.
13.3
Modifications and feedback
You acknowledge and agree, we will own all Intellectual Property rights in Mel, including those which arise from your feedback, commentary or reviews and whether any modifications are provided for, by or on your behalf.
To the extent you may at any time acquire any right, title or interest in any part of Mel, you immediately assign to us all such right, title and interest and agree to do (at our expense) anything reasonably required to give effect to that assignment.
Warranties
Subject to the Non-excludable Conditions and to the fullest extent permitted under the law, we make no warranties or guarantees that Mel is fault free, regarding Mel’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Mel including its correctness, accuracy, timeliness, completeness, reliability or otherwise.
Limitation of liability
15.1
Implied conditions
We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
15.2
Limitation of liability
Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:
(a)
Mel being inaccessible for any reason;
(b)
incorrect or corrupt data, lost data, or any inputs or outputs of Mel;
(c)
computer virus, trojan and other malware in connection with Mel;
(d)
security vulnerabilities in Mel or any breach of security that results in unauthorised access to, or corruption of data;
(e)
negligence arising from our activities or that of our service providers;
(f)
statistical uncertainties produced or otherwise associated with any Learning Model; or
(g)
any unauthorised activity in relation to Mel; or
(h)
the occurrence of an Event of Force Majeure;
15.3
Limits to liability associated with goods and services
Where a Non-excludable Condition is deemed to apply, to the fullest extent possible under the law, we limit our liability for any breach to in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.
15.4
Indemnity
You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with your infringement of any third party Intellectual Property rights or your breach of any law including, Privacy Law.
Dispute Resolution
A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 16 before commencing any legal proceedings.
If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.
Each party must pay its own internal and legal costs in relation to complying with this clause 16. The mediator’s costs are to be shared equally.
The parties acknowledge and agree this clause 16 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.
Termination
17.1
Termination for convenience
You may terminate this Agreement with us immediately by closing your Account or notifying us in writing.
We may terminate this Agreement prior to any Subscription Period in which case this Agreement ends at the end of the then current Subscription Period.
17.2
Termination for cause
Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 30 days after the receipt of notice to remedy.
17.3
Actions upon termination
Upon termination you must immediately stop using Mel; we reserve the right to permanently erase any data associated with your Account; and you will no longer have access to your Account.
General
Assignment – Neither party may assign, encumber, declare a trust over or otherwise create an interest in their rights in this Agreement without the other party’s consent, which must not be unreasonably withheld.
Entire Agreement - This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
Governing law - The laws of Queensland, Australia govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.
Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
(a)
which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
(b)
which you send, must be either delivered or posted by prepaid post to our registered office or sent by email to our email address set out at clause 2.2.
Severability - Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.
Variations to this Agreement - We may vary this Agreement (including the alteration of Subscription Fees and Subscription Period) by giving written notice to you including by email or through in-app notifications. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 17.1. The variation takes effect at the beginning of the next Subscription Period.
Definitions
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account or Mel Account means the username and access credentials used when you access Mel.
Agreement means these terms and conditions and any document incorporated into them by reference.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Learning Model means the output of a machine learning or other artificial intelligence platform consisting of machine-readable data trained or trainable from data inputs.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website as amended by us from time to time.
Subscription Fee means the price for the Mel Subscription Package as set out on our Website.
Subscription Package means any one of the subscription packages advertised on our Website from time to time.
Subscription Period means the period of time attached to the Subscription Package which you sign up for.
You or your means the person or entity using Mel.
Us, we or our means Thanks Mel Pty Ltd ACN 639 984 875.
Website means the website located at https://thanksmel.com/ and any of its subdomains.