APP TERMS AND CONDITIONS

Joyora Pty Ltd  ·  ACN 696 443 786

Welcome to Joyora! We are Joyora Pty Ltd, an Australian business with ACN 696 443 786 ('we', 'our' or 'us') and we provide a subscription-based online educational activity platform for parents and carers of children aged 0–8 years, delivered via our web application and mobile-accessible web application (together, the Software), accessible at https://joyora.com.au (Website).

These terms and conditions (Terms) govern your access to the Software and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of these Terms at any time in the Software.

The Software is designed for an Australian audience. If you access the Software from outside Australia, you do so at your own initiative and are responsible for complying with any local laws that apply to your access or use of the Software.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with these Terms.

1  READING AND ACCEPTING THESE TERMS

  1. (a)In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
  2. (b)By clicking the 'accept these Terms' button, ticking the acceptance check box in the Software, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms. Please read these Terms carefully before you accept them. If you have any questions about these Terms, please contact us before accepting.
  3. (c)We may update these Terms from time to time by giving you notice. If a change materially impacts your rights or obligations, it will apply from the start of your next Renewal Period (or earlier only where required by law or to address a security risk). We will give you at least 10 Business Days' prior notice of any material change. If you do not agree with a material change, you may cancel your Subscription before the change takes effect in accordance with clause 15.

2  ELIGIBILITY

  1. (a)By accepting these Terms, you represent and warrant that:
    1. (i)you have the legal capacity and authority to enter into a binding contract with us; and
    2. (ii)you are authorised to use the payment method you provided when purchasing a Subscription.
  2. (b)The Software is designed to be used by adults (parents, carers and guardians) supervising children aged 0–8 years. It is not intended for unsupervised use by children or by any person who has previously been suspended or prohibited from using the Software. By using the Software, you confirm that you are:
    1. (i)over the age of 18 years and accessing the Software as a parent, carer or guardian; or
    2. (ii)accessing the Software on behalf of a child aged 0–8 years and you consent to, and accept full responsibility for, that child's use of the Software.
  3. (c)Please do not access the Software if you are under the age of 18 years old and do not have your parent or guardian's consent, or if you have previously been suspended or prohibited from using the Software.
  4. (d)You represent and warrant that you are the parent or legal guardian of any child whose personal information you provide through the Software, or that you otherwise have lawful authority to supervise the child and to consent to our collection and handling of their information in accordance with our Privacy Policy.

3  DURATION OF YOUR SUBSCRIPTION

  1. (a)Your Subscription and these Terms commence on the date you agree to be bound by these Terms and continue for the Subscription Period and any Renewal Period(s), unless earlier terminated in accordance with these Terms.
  2. (b)Subject to clause 3(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period), unless you notify us of your wish to cancel in accordance with clause 15.
  3. (c)This agreement will not automatically renew if you cancel your Subscription before the Renewal Date in accordance with clause 15. Cancellation may be made via your account settings in the Software or by contacting us using the contact details set out in the Software.
  4. (d)We will use reasonable endeavours to provide you with at least 10 Business Days' prior notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms.

4  THE SOLUTION

4.1  SCOPE OF YOUR SUBSCRIPTION AND THE SOLUTION

  1. (a)We will provide you with access to the Software and the Documentation (Solution).
  2. (b)Your Subscription gives you unlimited access to all content available on the Software at the time of your Subscription, including educational activities, recipes, planners and related resources (Content), subject to these Terms. There are no content tiers.
  3. (c)All Content is accessed via the Software and is not available for download or offline use. The Software may be accessed via any compatible web browser and can be added to a mobile device home screen as a web application. It is not distributed through the Apple App Store or Google Play Store.

4.2  ACCOUNTS

  1. (a)To use the Solution, you must create an account through the Website (Account). You may create an Account using your Google account or by registering directly with us. Account creation does not require vetting or approval by us.
  2. (b)You must ensure that any information you provide to us when creating an Account is accurate, complete and up to date.
  3. (c)You are responsible for the security of your password and for all activities conducted through your Account. You must promptly notify us of any suspected unauthorised use of your Account.
  4. (d)We may suspend or cancel your Account at any time in accordance with these Terms.

4.3  HOSTING SERVICES

  1. (a)We will use reasonable endeavours to make the Software available 24 hours a day, 7 days a week, except for scheduled maintenance or circumstances beyond our reasonable control.
  2. (b)We may, from time to time and without notice, temporarily suspend access to the Software for maintenance, upgrade or security purposes.

4.4  SUPPORT SERVICES

  1. (a)We will provide reasonable technical support for the Software via the contact details set out in the Software (Support Services).
  2. (b)Support Services do not include training, implementation or any other services not expressly described in these Terms.

4.5  CONTENT DISCLAIMER

  1. (a)The Content available on the Software, including educational activities, recipes, meal planners and developmental information, is provided for general informational and inspirational purposes only. It does not constitute professional advice of any kind, including medical, nutritional, therapeutic, educational or childcare advice.
  2. (b)Any reference to developmental benefits, milestones, learning outcomes, fine-motor skills, sensory development or similar outcomes is general in nature only. Such references are not tailored to your child, and we do not guarantee that any child will achieve any particular developmental, educational or behavioural outcome from using the Content.
  3. (c)You should always consult a qualified professional before relying on any Content, particularly where a child has specific health, developmental or dietary needs.

5  FREE TRIAL

  1. (a)We offer a 7-day free trial period upon registration (Free Trial Period). During the Free Trial Period, you will have full access to all Content available on the Software at no charge.
  2. (b)We may require you to provide valid payment details at the start of the Free Trial Period. No charge will be made during the Free Trial Period itself.
  3. (c)At the expiry of the Free Trial Period, your Subscription will automatically commence and your first Subscription Fee will be charged unless you cancel your Subscription before the Free Trial Period expires. You may cancel at any time via your account settings on the Website or by contacting us. We will send you a reminder before your Free Trial Period ends.
  4. (d)You are only entitled to one Free Trial Period. We reserve the right to decline a free trial at our discretion.

6  YOUR OBLIGATIONS

  1. (a)You must comply with all applicable laws in connection with your use of the Solution and must ensure that all activities conducted through your Account comply with these Terms.
  2. (b)You must not, and must not encourage or permit any third party to:
    1. (i)use the Software for any unlawful or fraudulent purpose;
    2. (ii)upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material;
    3. (iii)upload any material that is owned or copyrighted by a third party without authorisation;
    4. (iv)make copies of, adapt, modify or tamper with any part of the Software;
    5. (v)remove or alter any copyright, trade mark or other notice on or forming part of the Software;
    6. (vi)decompile or reverse engineer the Software or any part of it;
    7. (vii)share your Account login details outside your household, or permit access to the Software by any person who is not a member of your household or under your active supervision;
    8. (viii)use the Software in a way which infringes the Intellectual Property Rights of any third party; or
    9. (ix)attempt to circumvent any security feature of the Software.
  3. (c)You acknowledge that the Content is intended to be used by adults (parents and carers) supervising children, and you accept sole responsibility for the supervision of any child who participates in any activity accessed through the Software.
  4. (d)If you become aware of misuse of your Subscription or any difficulty in accessing the Software, please contact us immediately using the contact details in the Software.

7  FEES AND PAYMENT

7.1  SUBSCRIPTION FEES

  1. (a)You must pay subscription fees to us in the amounts set out in the Software for your Subscription (Subscription Fees). Current pricing is:
    1. (i)Monthly Subscription: as specified on the Website, billed monthly; and
    2. (ii)Annual Subscription: as specified on the Website, billed annually.
  2. (b)All Subscription Fees are payable in advance and are, except as expressly set out in these Terms or as required by law (including the Australian Consumer Law), non-refundable. We reserve the right to amend our Subscription Fees from time to time with at least 10 Business Days' prior written notice to you. Fee changes will take effect from your next Renewal Period following the notice period.
  3. (c)Nothing in these Terms is intended to exclude, restrict or modify any consumer guarantees under the Australian Consumer Law.

7.2  AUTOMATIC RECURRING BILLING

  1. (a)Your Subscription will automatically renew at the end of each Subscription Period unless you cancel in accordance with clause 15. By subscribing, you authorise us (or our Online Payment Partner) to charge your nominated payment method at the beginning of each Renewal Period.
  2. (b)By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation.

7.3  UPGRADES AND DOWNGRADES

  1. (a)If you wish to upgrade from a Monthly Subscription to an Annual Subscription, we will:
    1. (i)provide you with a pro-rata refund for the unused portion of your current monthly billing period; and
    2. (ii)transition you to the Annual Subscription immediately upon upgrade.
  2. (b)If you wish to downgrade from an Annual Subscription to a Monthly Subscription, the downgrade will take effect at the end of your current Annual Subscription Period. No pro-rata refund will be provided for the unused portion of your Annual Subscription Period.

7.4  GRACE PERIOD

If your Monthly Subscription or Annual Subscription auto-renews and you wish to cancel, you have up to 10 days from the date the renewal charge is processed to cancel and request a full refund of that renewal charge by contacting us through the Software (Grace Period). A Grace Period refund is available regardless of whether you have used the Software during that period. After the Grace Period, cancellation will take effect at the end of the then-current Subscription Period and no refund will be payable. To request a refund, please contact us via the Software. Refunds will be processed within a reasonable time.

7.5  LATE PAYMENTS

We reserve the right to suspend or terminate your access to the Solution if you fail to pay any Subscription Fees when due.

7.6  GST

Unless otherwise indicated, the Subscription Fees include GST (if applicable). Where GST is separately applicable, we will provide you with a tax invoice.

7.7  ONLINE PAYMENT PARTNER

  1. (a)We use a third-party online payment provider, currently Airwallex (Online Payment Partner), to process Subscription Fees. Processing of your payments will be subject to the terms, conditions and privacy policy of Airwallex, available at https://www.airwallex.com. You agree to comply with those terms.
  2. (b)We are not responsible for the acts, omissions, outages or errors of the Online Payment Partner, or for any loss arising from the Online Payment Partner's platform, systems or processing. However, nothing in this clause limits any right or guarantee that cannot be excluded under the Australian Consumer Law, or excludes our liability for our own negligence in connection with integrating or configuring the Online Payment Partner's services.

8  CHILD SAFETY, ACTIVITIES AND SUPERVISION

  1. (a)The Software provides parent-supervised educational activity suggestions for children aged 0–8 years, including crafts, sensory play, physical activities, cooking and other hands-on activities (Activities). Some Activities involve materials, tools or processes that may pose a risk of injury if not properly supervised.
  2. (b)You acknowledge and agree that:
    1. (i)all Activities must be conducted under the direct, active supervision of a responsible adult (parent, carer or guardian) at all times;
    2. (ii)Some Activities may involve small parts, tools, ingredients or materials that may present a choking hazard or other risk to young children, and you are solely responsible for assessing those risks before allowing a child to participate;
    3. (iii)you are solely responsible for assessing whether a particular Activity is appropriate for your child, having regard to the child's age, development, physical ability, health and any other relevant factors;
    4. (iv)we make no representation that any Activity is safe or suitable for any particular child, and the inclusion of an Activity on the Software does not constitute a recommendation or endorsement that the Activity is appropriate for your specific circumstances;
    5. (v)you are solely responsible for ensuring that the environment in which any Activity is conducted is safe and free from hazards;
    6. (vi)you must follow all manufacturer safety instructions for any tools, materials or equipment used in connection with any Activity; and
    7. (vii)to the fullest extent permitted by law, we are not liable for any injury, illness, harm, damage or loss (including to any person or property) arising from or in connection with your or your child's participation in any Activity.
  3. (c)Nothing in this clause limits any guarantee, warranty or right that cannot be excluded under the Australian Consumer Law.

9  RECIPES AND ALLERGY DISCLAIMER

  1. (a)The Software includes a library of recipes designed for use with children (Recipes). The Recipes are provided for general informational and inspirational purposes only and do not constitute nutritional, dietary or medical advice.
  2. (b)You acknowledge and agree that:
    1. (i)it is your sole responsibility to review all ingredients in any Recipe before preparing or serving it to your child;
    2. (ii)you must assess the suitability of any Recipe having regard to your child's known or suspected allergies, intolerances, dietary requirements and medical conditions;
    3. (iii)we do not warrant that any Recipe is free from allergens, including but not limited to gluten, dairy, nuts, eggs, soy, seafood or sesame;
    4. (iv)ingredient substitutions may affect the allergen profile of a Recipe and it is your responsibility to verify the suitability of any substitutions; and
    5. (v)to the fullest extent permitted by law, we are not liable for any allergic reaction, adverse health event, illness, injury or loss arising from or in connection with the preparation or consumption of any Recipe.
  3. (c)If your child has a known or suspected food allergy or intolerance, or a medical condition that affects their diet, you should seek advice from a qualified medical professional or accredited dietitian before preparing or serving any Recipe.
  4. (d)Nothing in this clause limits any guarantee, warranty or right that cannot be excluded under the Australian Consumer Law.

10  INTELLECTUAL PROPERTY AND DATA

10.1  SOFTWARE CONTENT INTELLECTUAL PROPERTY

  1. (a)(Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Software, including all Content, text, graphics, logos, design, icons, images, sound and video recordings, Activities, Recipes, planners and any other materials (Software Content), and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Software Content not expressly granted to you.
  2. (b)(Licence to you) You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Software Content solely for your personal, non-commercial use in connection with your Subscription. You may view Content on-screen for your personal and family use only. You must not reproduce, transmit, adapt, distribute, sell, modify, publish or otherwise exploit any Software Content without our prior written consent.

10.2  USER DATA

Our Rights and Obligations

  1. (a)You grant to us a non-exclusive, royalty-free, non-transferable, worldwide licence to use User Data during the Subscription and for up to 90 days after termination or cancellation of your account where reasonably necessary for backups, security, fraud prevention, service transition and legal compliance, solely to provide, maintain, secure and improve the Solution. We will handle any personal information contained in User Data in accordance with our Privacy Policy.
  2. (b)We may remove User Data where we reasonably consider it is inappropriate, offensive, in breach of these Terms, or where removal is required for security or legal reasons.

Your Obligations

  1. (c)You are responsible for ensuring that:
    1. (i)all User Data is accurate and appropriate; and
    2. (ii)your use of the Software and submission of User Data complies with all applicable laws.
  2. (d)If you upload or submit content owned by a third party and we suffer loss as a direct result of a third-party intellectual property claim arising from that upload, you will indemnify us against those losses to the extent caused by your upload, except where the loss arises from our modification of the content or use outside the scope permitted by these Terms.

11  THIRD PARTY SOFTWARE AND TERMS

11.1  THIRD PARTY TERMS

  1. (a)The Software is built on and integrates with third-party platforms, including Glide (application platform), Squarespace (website), Zapier (payment automation), Airwallex (payment processing) and Xero (accounting). Your use of the Software may be subject to the terms and conditions of these third-party providers (Third Party Terms).
  2. (b)We will use reasonable endeavours to notify you of applicable Third Party Terms. By using the Software, you agree to comply with any applicable Third Party Terms. We are not liable for any loss or damage arising from your non-compliance with Third Party Terms.

11.2  THIRD PARTY SOFTWARE INTEGRATIONS

  1. (a)You acknowledge that issues can arise when data is transferred between different software programs or when software is integrated. We cannot guarantee that integrations between the Software and any third-party software will be free from errors or delay.
  2. (b)We are not liable for the functionality of any third-party goods or services that integrate with the Software.

12  CONFIDENTIALITY

  1. (a)Except as contemplated by these Terms, a party must not use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.
  2. (b)Each party must promptly notify the other party if it becomes aware of any actual or suspected unauthorised access to or disclosure of Confidential Information.

13  PRIVACY

  1. (a)We collect personal information about you in the course of providing the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy, which can be found in the Software.
  2. (b)We are committed to handling your personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
  3. (c)By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy. Our Privacy Policy describes how you may access and correct your personal information.
  4. (d)We do not knowingly collect personal information directly from children. You, as the account holder, are responsible for any personal information you provide to us in connection with your child's use of the Software.
  5. (e)By providing any personal information about a child through the Software, you represent and warrant that you are the child's parent or legal guardian, or otherwise have lawful authority to provide that information and to consent to our collection and handling of it in accordance with our Privacy Policy.
  6. (f)If you choose to enter health or medication information about a child into the Software (for example, for scheduling or personal organisation purposes), you:
    1. (i)confirm that providing that information is voluntary and is not required to use the core features of the Software; and
    2. (ii)consent to us collecting and handling that information for the limited purposes described in our Privacy Policy.

We may require you to provide this consent by selecting a checkbox or similar affirmative action within the Software.

  1. (g)You acknowledge that any health or medication information you enter into the Software is not monitored, reviewed or assessed by us, and that the Software does not provide medical advice, diagnosis, treatment or health monitoring services. You should always consult a qualified medical professional in relation to any health or medical concerns about your child.

14  LIABILITY

14.1  WARRANTIES AND LIMITATIONS

  1. (a)(Warranties) We warrant that:
    1. (i)during the Subscription Period, the Software will perform substantially in accordance with the Documentation;
    2. (ii)during the Subscription Period, the Solution will be provided as described in these Terms; and
    3. (iii)we have the right to grant you the access and licence to the Software and Content as set out in these Terms.
  2. (b)(Errors) We will use reasonable endeavours to correct any errors, bugs or defects in the Software notified to us by you, unless they result from:
    1. (i)misuse of the Software; or
    2. (ii)use of the Software other than in accordance with these Terms or the Documentation.
  3. (c)(Service Limitations) While we will use our reasonable endeavours to ensure the Solution is available and functioning, you acknowledge that we are not liable for any failure or delay caused by circumstances beyond our reasonable control, including outages of third-party platforms (including Glide, Squarespace, Zapier or Airwallex).
  4. (d)(Australian Consumer Law) Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. To the extent permitted by law and subject to those guarantees, we limit our liability for breach of a non-excludable guarantee (other than a guarantee as to title) to, at our option: re-supplying the Solution; or paying the cost of having the Solution re-supplied.
  5. (e)(Liability cap) To the maximum extent permitted by law and subject to the above, our total aggregate liability to you for any loss or damage arising under or in connection with these Terms is limited to the total Subscription Fees paid by you in the 12 months preceding the event giving rise to liability.

14.2  CONSEQUENTIAL LOSS

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 in connection with these Terms or any goods or services provided by us, except:

  1. (a)in relation to a party's liability for fraud, personal injury, death or loss or damage to tangible property; or
  2. (b)to the extent that liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or the Australian Consumer Law.

14.3  INDEMNITY

  1. (a)To the extent caused by your breach of these Terms, your negligence, misuse of the Software or failure to supervise a child, you indemnify us and our Personnel against all losses, claims, expenses, damages and liabilities (including legal costs) arising from or in connection with:
    1. (i)your breach of these Terms;
    2. (ii)your negligent or wilful misuse of the Software;
    3. (iii)any injury, illness or harm to any child arising from your failure to supervise the child during any Activity; or
    4. (iv)any allergic reaction or adverse health event arising from your failure to check the ingredients or suitability of any Recipe.
  2. (b)Nothing in this clause requires you to indemnify us for loss caused by our own negligence or breach, or for loss that cannot be shifted to you under the Australian Consumer Law.

15  CANCELLATION AND TERMINATION

15.1  CANCELLATION BY YOU

  1. (a)You may cancel your Subscription at any time by providing written notice to us through our Website or by contacting us using the details set out on our Website.
  2. (b)Upon cancellation, you will retain access to the Software until the end of your current Subscription Period (or Renewal Period). No partial refund will be provided for any unused portion of the Subscription Period, except as set out in the Grace Period clause (clause 7.4) or the Upgrades and Downgrades clause (clause 7.3).

15.2  CANCELLATION BY US

  1. (a)We may suspend or cancel your Subscription immediately by written notice if:
    1. (i)you breach these Terms (including any payment obligation) and fail to remedy the breach within 10 Business Days of our notice;
    2. (ii)we reasonably suspect fraudulent activity in connection with your Account; or
    3. (iii)we are required to do so by law.
  2. (b)We may also cancel your Subscription for convenience by providing you with 30 days' written notice, in which case we will refund any prepaid Subscription Fees for the period after cancellation on a pro-rata basis.

15.3  EFFECT OF TERMINATION

  1. (a)Upon termination of this agreement:
    1. (i)you will no longer have access to the Software, your Account or any Content;
    2. (ii)we may delete User Data after termination in accordance with our Privacy Policy, subject to backup retention cycles and any applicable legal retention requirements; and
    3. (iii)each party must comply with all obligations that survive termination, including confidentiality, intellectual property and liability provisions.

16  DISPUTE RESOLUTION

  1. (a)A party claiming a dispute has arisen under or in connection with this agreement must not commence court proceedings (other than for urgent interlocutory relief) unless that party has complied with the requirements of this clause.
  2. (b)A party requiring resolution of a dispute must give the other party written notice containing reasonable details of the dispute and requiring its resolution under this clause.
  3. (c)Once notice has been given, the parties must use their best efforts to resolve the dispute in good faith. If the dispute is not resolved within 14 days after the date of the notice, either party may take legal proceedings to resolve the dispute.

17  FORCE MAJEURE

  1. (a)We will not be liable for any delay or failure to perform our obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
  2. (b)If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of reasonable details of the Force Majeure Event and the probable extent to which it will affect our ability to perform.
  3. (c)For the purposes of this agreement, a 'Force Majeure Event' means any:
    1. (i)act of God, lightning strike, earthquake, storm, flood, explosion or fire;
    2. (ii)strikes or other industrial action outside of our control;
    3. (iii)war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; or
    4. (iv)any government authority decision or requirement beyond our reasonable control.

18  NOTICES

  1. (a)A notice or other communication to a party under these Terms must be:
    1. (i)in writing and in English; and
    2. (ii)delivered via email to the other party, to the email address specified in the Account, or otherwise the email address most regularly used by the parties to correspond in connection with these Terms.
  2. (b)Unless the sending party knows or reasonably ought to suspect that an email was not delivered, notice will be taken to be given 24 hours after the email was sent (or the next Business Day if that falls on a weekend or public holiday), or when replied to, whichever is earlier.

19  GENERAL

19.1  GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Western Australia. Each party submits to the non-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. Nothing in this clause limits the right of a consumer to bring a claim in the courts of their home jurisdiction where that right is conferred by mandatory law.

19.2  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.

19.3  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 affected.

19.4  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.

19.5  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.

19.6  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.

19.7  INTERPRETATION

  1. (a)(singular and plural) words in the singular includes the plural (and vice versa);
  2. (b)(currency) a reference to $ or "dollar" is to Australian currency;
  3. (c)(gender) words indicating a gender includes the corresponding words of any other gender;
  4. (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;
  5. (e)(person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture, a partnership, a trust and any other entity;
  6. (f)(party) a reference to a party includes that party's executors, administrators, successors and permitted assigns;
  7. (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;
  8. (h)(document) a reference to a document is to that document as varied, novated, ratified or replaced from time to time;
  9. (i)(headings) headings and words in bold type are for convenience only and do not affect interpretation;
  10. (j)(includes) the word "includes" and similar words in any form is not a word of limitation; and
  11. (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.

20  DEFINITIONS

TermDefinition
ActivitiesThe educational activity suggestions, crafts, sensory play, games, projects and other hands-on activities available through the Software.
Annual SubscriptionA Subscription with a Subscription Period of one calendar year, billed annually.
Confidential Informationmeans information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
ContentAll materials available through the Software, including Activities, Recipes, planners and related resources.
Documentationmeans all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.
Free Trial PeriodThe 7-day free trial period offered upon registration, as described in clause 5.
Grace PeriodThe 10-day period following a renewal charge during which you may cancel and request a full refund, as described in clause 7.4.
Hosting Serviceshas the meaning given in clause 4.3.
Intellectual Property Rightsmeans 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.
Materialmeans tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
Monthly SubscriptionA Subscription with a Subscription Period of one calendar month, billed monthly.
Number of Solution UsersUnlimited household use under a single Account.
Online Payment PartnerAirwallex, or such other third-party payment processor as we notify you from time to time.
Personnelmeans, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
RecipesThe recipes available through the Software, as described in clause 9.
Renewal DateThe date on which the Subscription Period ends and a Renewal Period begins.
Softwarehas the meaning given in the first paragraph of these Terms.
Software Contenthas the meaning set out in clause 10.1.
Solutionhas the meaning set out in clause 4.1.
Subscriptionhas meaning given in the first paragraph of these Terms.
Subscription Feeshas the meaning set out in clause 7 of these Terms.
Subscription PeriodThe period of your Subscription as selected by you upon registration, being either one calendar month (Monthly Subscription) or one calendar year (Annual Subscription).
Support Serviceshas the meaning given in clause 4.4.
Usermeans you and any third party end user of the Software who you make the Software available to.
User Datameans any files, data, document, information or any other Materials, which is uploaded to the Software by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials.
WebsiteThe website at https://joyora.com.au and the web application accessible via compatible browsers and mobile devices, and any other website or application operated by us in connection with the Solution.