These User Terms of Service (the “User Terms”) govern your access and use of our online wellbeing tools and platform (the “Services”). Please read them carefully. Our Services are currently available for use via a web browser or applications specific to your mobile device, as further described in the help section of our website. These User Terms apply to you —the prospective user reading these words. We are grateful you’re here.
These User Terms are a legally binding contract between you and us. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms, you confirm that you have read, understand and agree to be bound by the User Terms. “We”, “our” and “us” currently refers to Active Digital Solutions Pty Ltd.
We permit you to use the Services solely in accordance with these User Terms. We retain ownership of the Services at all times. These User Terms apply to the use of any updates or changes to the Services that we may issue from time to time.
Licenses granted to you
We grant you a non-exclusive, non-transferable, revocable licence to do the following in accordance with these User Terms (the “Licences”); (a) download, install and use the Services, and any updates to it provided by us from time to time, in object code form for your personal use only on a compatible device owned or controlled by you; and (b) access and browse the Services for your personal use only.
We may terminate the Licences granted under these User Terms at any time in its absolute discretion with or without notice to you. If you breach any provision of these User Terms such Licences shall automatically terminate. Where any of the Licences are terminated, you agree to immediately cease using and accessing the Services and to delete any copies of the Services held by you.
Processing of Your Personal Data
Customer’s Choices and Instructions
4.1. You are an Authorised User in a Community Controlled by a “Customer” (or Us)
An organisation or other third party that we refer to in these User Terms as “Customer” may have invited you to a community (i.e., a private network where a group of users may access the Services). If you are joining one of your employer’s communities, for example, Customer is your employer. If you are joining a community created by your friend using her personal email address to work on her new business idea, she is our Customer and she is authorising you to join her community. You can belong to more than one community and by default you automatically join the Active community which is a public community.
4.2. What This Means for You – and for Us – When Joining a Community Controlled by a Customer
Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a community so that you and others could join (each invitee granted access to the Services, including you, is an “Authorised User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorised Users to join its community. When a Customer submits content or information to the Services controlled by a Customer, such as articles or media content related to wellbeing (“Customer Content”), you acknowledge and agree that the Customer Content is owned by Customer and the Contract provides Customer with many choices and control over that Customer Content. Other types of Customer Content include Customer developed wellbeing programs and benefits being offered to Authorised Users.
4.3. What This Means for You – and for Us – When Joining Active’s Community
4.4. The Relationship Between You, Customer and Us
As between us and Customer, when you are part of a community controlled by a Customer community you agree that it is solely Customer’s responsibility to (a) inform Authorised Users of all Customer policies and practices that are relevant to their use of the Services; and (b) obtain all rights, permissions or consents from Authorised Users that are necessary to grant the rights and licences in the Contract and for the lawful use and transmission of Customer Content and operation of the Services; and (c) respond to and resolve any dispute with you and any Authorised User relating to or based on Customer Content, the Services or Customer’s failure to fulfil these obligations. Active makes no representations or warranties of any kind, whether express or implied, to you relating to the services, which are provided to you on an “as is” and “as available” basis.
4.5. Rights to the Services
All intellectual property rights and other rights in or to the Services, made available by or on behalf of us and any licensors, belong to and remain at all times with us and our licensors. Save as expressly set out in these User Terms, you shall not obtain (i) any rights in or to our intellectual property rights or those of our affiliates, or (ii) any intellectual property rights and other rights in or to the Services or any contents of either.
The Services are licensed and not sold under these User Terms. The only rights granted to you in relation to the Services under these User Terms are the Licenses described above and no transfer of ownership or right to access or use any source code related to the Services is granted by us.
We welcome any feedback or suggestions for improvements relating to the Services offered by us from time to time (“Feedback”). Where you provide Feedback to us you agree that we and our affiliates shall have a royalty free right to use such Feedback for such purposes as we see fit from time to time, including, without limitation, to create new, or enhance existing products or services offered by us, and for consumer communication or product promotion, and we shall not be required to compensate you financially for any such Feedback provided, regardless of how we or our affiliates use this.
A Couple of Ground Rules
5.1. While You Are Here, You Must Follow the Rules
To help ensure a safe and productive work environment, all Authorised Users must adhere to the following list of acceptable and unacceptable conduct for our Services. If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or third parties, we may suspend or terminate your access.
- comply with all User Terms
- comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies, and any rules of any national and other securities exchanges;
- use commercially reasonable efforts to prevent unauthorised access to or use of the Services;
- keep all login information confidential;
- monitor and control all activity conducted through your account in connection with the Services;
- promptly notify us if you become aware of or reasonably suspect any illegal or unauthorised activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorised disclosure or use of a username, password or account; and
- permit any third party that is not an Authorised User to access or use a username or password for the Services;
- share, transfer or otherwise provide access to an account designated for you to another person;
- use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else's trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
- upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Active or any third party;
- attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
- attempt to gain unauthorised access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
- access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
- access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
- abuse programs and challenges to get more points than deserved;
- use contact or other user information obtained from the Services (including email addresses) to contact Authorised Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorised Users for use outside of the Services; or
- authorise, permit, enable, induce or encourage any third party to do any of the above.
5.2. You Are Here At the Pleasure of Customer (and Us)
These User Terms remain effective until the subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact us if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms.
Limitation of Liability
If we believe that there is a violation of the Contract, User Terms, or any of our other policies that can simply be remedied by Customer taking action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties. In no event will you or we have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. Unless you are also a Customer (and without limitation to our rights and remedies under the Contract), you will have no financial liability to us for a breach of these User Terms. The foregoing disclaimer will not apply to the extent prohibited by applicable law.
The sections titled “The Relationship Between You, Customer, and Us”, “Limitation of Liability”, and “Survival”, and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.
Except as otherwise set forth herein, all notices under the User Terms will be by email. Notices to Active will be sent to firstname.lastname@example.org, except for legal notices, which must be sent to email@example.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.
No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
7.5. Governing Law
The User Terms, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of New South Wales, Australia.
7.6. Venue; Waiver of Jury Trial; Fees
The state and federal courts located in Sydney, New South Wales will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these User Terms, or their formation as a contract between us or their enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the User Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and lawyer’s fees.
7.7. Entire Agreement
7.8. Contacting Active
Please also feel free to contact us if you have any questions about Active’s User Terms. You may contact us at firstname.lastname@example.org or at our mailing address below:
Active Digital Solutions
Level 2, 11 York Street
When we talk about “Active,” “we,” “our,” or “us” in this policy, we are referring to Active Digital Solutions Pty Ltd, the company which provides the Services. When we talk about the “Services” in this policy, we are referring to our online wellbeing tools and platform. Our Services are currently available for use via a web browser or applications specific to your mobile device, as further described in the help section of our website.
Information we collect and receive
The types of information we collect includes Customer developed wellbeing programs, articles, and benefits (“Customer Content”) and individual user information related to engagement with the Services (“Personal Data”). The use of Customer Content is detailed in our Customer Terms – please check with the Customer about the policies and settings it has in place.
Active may collect and receive the following Personal Data:
- Account creation information. Users may provide information such as an email address and phone number to create an account
- User profile information. Information you upload to the Services in relation to your user profile or in connection with any part of the Services. This may include biographical information, contact details and any photographs that you upload
- Services usage information. This is information about how you are accessing and using the Services, which may include administrative and support communications with us and information about the activities, content, and benefits you interact with, and what third party integrations you use (if any)
- Log data. When you use the Services our servers automatically record information, including information that your browser sends whenever you visit a website or your mobile app sends when you are using it. This log data may include your Internet Protocol address, your browser type and settings, the date and time of your use of the Services, information about your browser configuration and plug-ins, language preferences, and cookie data
- Device information We may collect information about the device you are using the Services on, including what type of device it is, what operating system you are using, device settings, application IDs, unique device identifiers, and crash data. Whether we collect some or all of this information often depends on what type of device you are using and its settings
- Geo-location information Precise GPS location from mobile devices is collected only with your permission. WiFi and IP addresses received from your browser or device may be used to determine approximate location
- Activity information Information from third party fitness apps and/or devices is collected only with your permission. This information is stored against your individual user account. We will use this information to accurately attribute eligible activity and Active Points to your account. The data collection will continue until you disable the Services access to your fitness app and/or device, or uninstall the Services from your mobile device.
The types of cookies we may use include:
- Analytical/Tracking Cookies. These allow us to recognise and count the number of visitors to and to see how visitors use and operate the Services, as well as to verify transactions using the Services. This helps us to improve the way our Services work, for example by ensuring that users are finding what they are looking for easily.
- Industry-standard data analytics tools. Such as Google Analytics. These collect certain information about you, such as your device’s IP address and browsing and usage behaviour, and are used to allow us to track and monitor the traffic on our Services.
How we use your information
We use your information to provide and improve the Services.
4.1. Customer Content
Active may access and use Customer Content as reasonably necessary and in accordance with Customer’s instructions to (a) provide, maintain and improve the Services; (b) to prevent or address service, security, technical issues or at a Customer’s request in connection with customer support matters; (c) as required by law and (d) as set forth in our agreement with the Customer or as expressly permitted in writing by the Customer.
4.2. Other information
We use other kinds of information in providing the Services. Specifically:
- To understand and improve our Services. We carry out research and analyse trends to better understand how users are using the Services and improve them.
To communicate with you by:
- Responding to your requests. If you contact us with a problem or question, we will use your information to respond.
- Sending emails. We may send you Service and administrative emails. We may also contact you to inform you about changes in our Services, our Service offerings, and important Service related notices, such as security and fraud notices. These emails and messages are considered part of the Services and you may not opt-out of them. In addition, we sometimes send emails about new product features or other news about Active. You can opt out of these at any time.
- Billing and account management. We use account data to administer accounts and keep track of billing and payments.
- Communicating with you and marketing. We often need to contact you for invoicing, account management and similar reasons. We may also use your contact information for our own marketing or advertising purposes. You can opt out of these at any time.
- Investigating and preventing bad stuff from happening. We work hard to keep the Services secure and to prevent abuse and fraud.
This policy is not intended to place any limits on what we do with data that is aggregated and/or de- identified so it is no longer associated with an identifiable user or Customer of the Services.
5.1. Customer Content
Customer provides us with instructions on what to do with Customer Content. A Customer may decide which activities to deliver and when, permissions to access activities, and types of content or benefits to promote. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Content.
5.2. Personal Data
If you have any questions about your information, our use of this information, or your rights when it comes to any of the foregoing, contact us at email@example.com. Other Choices
In addition, the browser you use may provide you with the ability to control cookies or other types of local data storage. Your mobile device may provide you with choices around how and whether location or other data is collected and shared. Active does not control these choices, or default settings, which are offered by makers of your browser or mobile device operating system.
Sharing and Disclosure
Active may share Customer Content in accordance with our agreement with the Customer and the Customer’s instructions, including:
- With third party service providers and agents. We may engage third party companies or individuals to process Customer Content.
- With third party integrations. Active may, acting on our Customer’s behalf, share Customer Content with the provider of an integration added by Customer. Active is not responsible for how the provider of an integration may collect, use, and share Customer Content.
We may share or disclose Customer Content, Personal Data and other information as follows:
- During changes to our business structure. If we engage in a merger, acquisition, bankruptcy, dissolution, reorganisation, sale of some or all of Active’s assets, financing, acquisition of all or a portion of our business, a similar transaction or proceeding, or steps in contemplation of such activities (e.g. due diligence).
- To comply with laws. To comply with legal or regulatory requirements and to respond to lawful requests, court orders and legal process
- To enforce our rights, prevent fraud and for safety. To protect and defend the rights, property, or safety of us or third parties, including enforcing contracts or policies, or in connection with investigating and preventing fraud
- As part of normal operations. Certain elements of your Personal Data may also be shared with other users of the Services. For example, your profile picture that you add, as well as your ranking on the leaderboard is accessible to all users
How and where we store information
Our systems are firewall protected. We also use encryption techniques and authentication procedures to maintain the security of your information and prevent unauthorised access to your Active account and our systems. Authorised Active personnel or authorised third parties who are granted access to Personal Data are required to keep such data confidential. You are responsible for keeping your account login details confidential.
We do not knowingly collect Personal Data of children under the age of 13 and will immediately take steps to delete any such data if any inadvertent collection of such data comes to our attention.
Your rights and access to information
If you would like to cancel your Active account please contact us at firstname.lastname@example.org and we will take reasonable steps to permanently delete your information within a reasonable period and subject to our data retention policies. Your unique, app-generated user ID (against which Active Points are earned and stored), will be retained and continue to be processed in the event of account cancellation in order to allow the continued operation of the full functionality of the Services (including transaction histories) for other users.
The Services may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any information that may be collected through these websites or services, such as contact and location data. Please check these policies before you submit any information to these websites or use these services.
We may change this policy from time to time, and if we do we will post any changes onto our website. If you continue to use the Services after those changes are in effect, you agree to the revised policy.
Active Digital Solutions
Level 2, 11 York Street